8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

May 22, 2008

Date of Report (Date of Earliest Event Reported)

FIRST POTOMAC REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-31824	37-1470730
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7600 Wisconsin Avenue
Bethesda, Maryland 20814

(Address of Principal Executive Offices) (Zip Code)

(301) 986-9200

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Non-Employee Trustee Compensation

On May 22, 2008, the Board of Trustees (the “Board”) of First Potomac Realty Trust (the “Company”) unanimously approved a change to the annual non-cash compensation paid to non-employee members of the Board based upon the recommendation of the Compensation Committee of the Board. On May 22, 2008, each of our seven non-employee trustees received a grant of 2,500 restricted common shares of the Company, all of which will vest on May 22, 2009.

The form of restricted share award agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Each restricted common share award agreement entered into by trustees is substantially similar to the form of restricted common share award agreement filed as Exhibit 10.1.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors

Election of Trustees

The Company’s Annual Meeting of Shareholders was held at its corporate headquarters in Bethesda, Maryland on Thursday, May 22, 2008. Ninety-two percent (92%) of the Company’s issued and outstanding Common Shares of record on March 17, 2008, were present either in person or by proxy. The following persons received the affirmative vote of at least ninety-seven percent (97%) of the votes cast at the meeting and were duly elected as trustees of the Company until the 2009 Annual Meeting of Shareholders or until their successors are duly elected and qualified: Robert H. Arnold, Richard B. Chess, Douglas J. Donatelli, Louis T. Donatelli, J. Roderick Heller, III, R. Michael McCullough, Alan G. Merten and Terry L. Stevens.

Election of Chairman

On May 22, 2008, the Board unanimously re-elected Douglas J. Donatelli as Chairman of the Board of Trustees.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
10.1	Form of Restricted Common Share Award for Trustees.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST POTOMAC REALTY TRUST
May 28, 2008	/s/ Joel F. Bonder Joel F. Bonder
	Executive Vice President

EX-10.1

Exhibit 10.1

FIRST POTOMAC REALTY TRUST

RESTRICTED STOCK AGREEMENT

          This RESTRICTED STOCK AGREEMENT, is entered into as of May 22, 2008 (the “Agreement”), by and between, First Potomac Realty Trust, a Maryland real estate investment trust (the “Company”), and NAME (the “Recipient”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the First Potomac Realty Trust 2003 Equity Compensation Plan (the “Plan”).

          WHEREAS, on May 22, 2008 (the “Date of Grant”), the Compensation Committee (the “Committee”) of the Board of Trustees (the “Board”) of the Company granted the Recipient a Restricted Stock Award, pursuant to which the Recipient shall receive shares of the Company’s Class A Common Stock, par value $.01 per share (“Common Stock”), pursuant to and subject to the terms and conditions of the Plan.

          NOW, THEREFORE, in consideration of the Recipient’s services to the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

          1. Number of Shares; Restrictions. The Company hereby grants the Recipient a Restricted Stock Award (the “Stock Award”) of 2,500 shares of restricted Common Stock (the “Restricted Shares”) pursuant to the terms of this Agreement and the provisions of the Plan. The Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture until the lapse of the Restricted Period, as defined in Section 2 below.

          2. Lapse of Restrictions; Restricted Period. The restrictions set forth in Section 1 above shall lapse and all of the Restricted Shares shall become unrestricted and freely tradable May 22, 2009, if Recipient is a member of the board of trustees of the Company or any of its affiliates.

          3. Change of Control. The provisions of the Plan applicable to a Change of Control shall apply to the Restricted Stock, and in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan. Notwithstanding the preceding sentence, if a Change of Control occurs, all of the Restricted Stock shall become immediately unrestricted and freely transferable by the Recipient on the date of the Change of Control.

          4. Rights of Stockholder. From and after the Date of Grant and for so long as the Restricted Stock is held by or for the benefit of the Recipient, the Recipient shall have all the rights of a stockholder of the Company with respect to the Restricted Stock, including but not limited to the right to receive dividends and the right to vote such Restricted Stock. Dividends paid on Restricted Stock shall be paid at the dividend payment date for the Common Stock in cash or shares of Common Stock. Stock distributed in connection with a Common Stock split or Common Stock dividend shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Common Stock has been distributed.

          5. Termination of Membership on Board of Trustees. In the event that Recipient ceases to be a member of the Board of Trustees of the Company (the “Board”) for any reason prior to the lapse of the Restricted Period, then the Restricted Stock and any accrued but unpaid dividends that are at that time subject to restrictions set forth herein shall be forfeited to the Company without payment of any consideration by the Company, and neither the Recipient or any of his or her successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock or certificates.

          6. Miscellaneous.

          (a) Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement of the Company and the Recipient concerning the subject matter hereof, and supersede all earlier negotiations and understandings, written or oral, between the parties with respect thereto.

          (b) Conflicting Provisions. This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated by reference into this Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. By signing this Agreement, the Recipient confirms that he or she has received a copy of the Plan and has had an opportunity to review the contents thereof.

          (c) No Guarantee of Continued Membership on Board. The Recipient acknowledges and agrees that nothing herein shall be deemed to create any implication concerning the adequacy of the Recipient’s services to the Company or any of its subsidiaries or shall be construed as an agreement by the Company or any of its subsidiaries, express or implied with respect to Recipient’s continued membership on the Board.

          (d) Assignment and Transfer. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Recipient under this Agreement may not be sold, assigned, encumbered, pledged, or otherwise transferred except in the event of the death of the Recipient, by will or by the laws of descent and distribution. In the event of any attempt by the Recipient to sell, assign, encumber, pledge or otherwise transfer its rights and interests hereunder, except as provided in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Restricted Shares by notice to the Recipient, and the Restricted Stock and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company. This Agreement may be assigned by the Company without the Recipient’s consent.

          (e) Captions. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

          (f) Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company or the Recipient will be deemed an original and all of which together will be deemed the same agreement.

          (g) Notices. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the General Counsel at the headquarters of the Company, and any notice to the Recipient shall be addressed to the Recipient at his current home address shown on the records of the Company, or such other address as the Recipient may designate to the Company in writing pursuant to the procedures of this Section 6(g). Any notice shall be given by personal delivery, by first class U.S. Mail, or by facsimile.

          (h) Amendments. Subject to the provisions of the Plan, this Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.

          (i) Governing Law. This Agreement and the rights of all persons claiming hereunder will be construed and determined in accordance with the laws of the State of Maryland without giving effect to the choice of law principles thereof.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	FIRST POTOMAC REALTY TRUST
Attest:
	By:
		NAME
	RECIPIENT
	NAME