SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SCHORSCH NICHOLAS S (Last) (First) (Middle) C/O AMERICAN FINANCIAL REALTY TRUST 1725 THE FAIRWAY (Street) JENKINTOWN PA 19046 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AMERICAN FINANCIAL REALTY TRUST [ AFR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 03/31/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/31/2004		M		663,086	A	$10	1,547,126(1)	D
Common Shares								1,100,000(2)	I	By GRAT
Common Shares								209,550(2)	I	By Trust for Children
Common Shares	03/31/2004		M		37,500	A	$11.65	124,600(2)(3)	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Partnership Units	(4)							(4)	(4)	Common Shares	1,233,450		1,233,450	D
Stock Option (right to buy)	$10	03/31/2004		M			663,086	(5)	09/10/2012	Common Shares	663,086	$0(6)	852,539	D
Stock option (right to buy)	$11.65	03/31/2004		M			37,500	(7)	12/18/2012	Common Shares	37,500	$0(6)	62,500(2)	I	By Spouse
Partnership Units	(4)							(4)	(4)	Common Shares	4,442		4,442	I	By First States Wilmington, JV, LLC(8)
Partnership Units	(4)							(4)	(4)	Common Shares	66,890		66,890	I	By Properties Two, LP(9)
Partnership Units	(4)							(4)	(4)	Common Shares	22,060		22,060	I	By Holdings Two, LP(10)
Partnership Units	(4)							(4)	(4)	Common Shares	15,104		15,104(11)	I	By Spouse

Explanation of Responses:

1. In addition to the 663,086 common shares issued on March 31, 2004 upon exercise of stock options, this amount also includes: (i) 149,000 restricted common shares awarded pursuant to the issuer's 2002 Equity Incentive Plan, which were issued on January 1, 2004 and vest at a rate of 33.33% on the first anniversary of the date of issuance and in equal installments of 8.33% at the end of each quarter thereafter; (ii) 120,000 restricted common shares awarded pursuant to the issuer's 2002 Equity Incentive Plan, which were issued on January 2, 2004 and vest at a rate of 25% on the first anniversary of the date of issuance and in equal installments of 6.25% at the end of each quarter thereafter; and (iii) 600,000 restricted common shares awarded pursuant to the issuer's 2002 Equity Incentive Plan, which were issued on July 1, 2003 and vest at a rate of 33.33% on the first anniversary of the date of issuance and in equal installments of 8.33% at the end of each quarter thereafter.

2. This statement shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any securities reported as indirectly owned by the reporting person.

3. In addition to the 37,500 common shares issued to the reporting person's spouse on March 31, 2004 upon exercise of stock options, this amount also includes the reporting person's spouse's 77,000 restricted common shares and 10,100 common shares.

4. Pursuant to Section 8.04 of the Amended and Restated Agreement of Limited Partnership of First States Group, L.P., units of the operating partnership may be converted into common shares on a one-for-one basis, subject to adjustments for stock splits, dividends, recapitalizations and similar events or, at the issuer's option, redeemed for a cash amount equal to the value of common shares for which the units would otherwise be converted.

5. This option was granted on September 10, 2002 under the issuer's 2002 Equity Incentive Plan. The option will vest and become exercisable at a rate of 25% on the first anniversary of the grant date and 6.25% at the end of quarter thereafter, and expires on September 10, 2012.

6. The stock option was granted pursuant to the issuer's 2002 Equity Incentive Plan and is exempt under Rule 16b-3.

7. This option was granted on December 18, 2002 under the issuer's 2002 Equity Incentive Plan. The option will vest and become exercisable at a rate of 25% on the first anniversary of the grant date and 6.25% at the end of quarter thereafter, and expires on December 18, 2012.

8. First States Wilmington, JV, LLC is wholly-owned by the reporting person. This statement shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any of these securities.

9. The reporting person is a limited partner of Properties Two, L.P. and is the sole owner of the general partner of Properties Two, L.P. The reporting person disclaims beneficial ownership of units held by this partnership except to the extent of his pecuniary interest therein.

10. The reporting person is a limited partner of Holdings Two, L.P. and is the sole owner of the general partner of Holdings Two, L.P. The reporting person disclaims beneficial ownership of units held by this partnership except to the extent of his pecuniary interest therein.

11. Includes 15,104 partnership units of First States Group, L.P., the issuer's operating partnership, held by Holdings Two, L.P. The reporting person's spouse is the sole owner of Meadowcourt Trust, which is a limited partner of Holdings Two, L.P. This statement shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any of these derivative securities.

Remarks:

	/s/ Edward J. Matey, Jr. By: Edward J. Matey, Jr. as Attorney-in-fact for Nicholas S. Schorsch	04/02/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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