SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

HOYT STEVEN B

(Last)

(First)

(Middle)

2865 LITTLE ORCHARD WAY

(Street)

ORONO

55391

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INVESTORS REAL ESTATE TRUST [ IRETS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
04/30/2004

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest	05/01/2003		C4⁽¹⁾	42,498	A	$0⁽¹⁾	50,588	D⁽²⁾
Common Shares of Beneficial Interest	08/01/2003		C4⁽³⁾	42,498	A	$0⁽³⁾	50,588	D⁽²⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
UPREIT Units	$0⁽¹⁾	05/01/2003		4C⁽¹⁾		42,498	04/01/2002	08/08/1988	Common Shares of Beneficial Interest	42,498	$0	1,234,265.209	D⁽⁴⁾
UPREIT Units	$0⁽³⁾	08/01/2003		4C⁽³⁾		42,498	04/01/2002	08/08/1988	Common Shares of Beneficial Interest	42,498	$0	1,234,265.209	D⁽⁴⁾

Explanation of Responses:

1. On 05/01/2003, the reporting person redeemed 42,498 units of limited partnership interest ("UPREIT Units") of IRET Properties, a North Dakota Limited Partnership, of which the issuer is the general partner. UPREIT Units are redeemable for an equal number of shares of the issuer's common shares of beneficial interest or, at the election of the issuer, cash equal to the fair market value of such shares. The issuer elected to redeem the reporting person's UPREIT Units with common shares of beneficial interest.

2. Owned with wife, Michelle L. Hoyt, as Tenants in Common.

3. On 08/01/2003, the reporting person redeemed 42,498 units of limited partnership interest ("UPREIT Units") of IRET Properties, a North Dakota Limited Partnership, of which the issuer is the general partner. UPREIT Units are redeemable for an equal number of shares of the issuer's common shares of beneficial interest or, at the election of the issuer, cash equal to the fair market value of such shares. The issuer elected to redeem the reporting person's UPREIT Units with common shares of beneficial interest.

4. 608,766.562 UPREIT Units owned soley by Steven B. Hoyt 625,498.647 UPREIT Units owned by Steven B. Hoyt & Michelle L. Hoyt as Tenants in Common.

	Michelle R. Saari as Power of Attorney for Steven B. Hoyt dated November 19, 2003	06/14/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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