Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.

      Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  Applicant is a North Dakota Real Estate Investment Trust.  As of February 28, 2002, it had 27,627,570 shares of beneficial interest outstanding.

 Consolidated Statement of Cash Flows - continued

Note 1  - - Organization
      Investors Real Estate Trust ("IRET") elected to be taxed as a Real Estate Investment Trust ("REIT") under Sections 856-860 of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended April 30, 1971.  REITs are subject to a number of organization and operational requirements, including a requirement to distribute 90% of ordinary taxable income to its shareholders and, generally, are not subject to Federal income tax on net income.  IRET is engaged in the acquisition and ownership of residential apartment communities and commercial properties located mainly in the states of North Dakota and Minnesota but also in the states of Colorado, Idaho, Iowa, Georgia, Kansas, Montana, Nebraska, South Dakota, Texas, Michigan and Washington.  As of January 31, 2002, IRET owned 59 apartment communities with 8,236 apartments and 64 commercial buildings totaling 3,123,849 square feet.  IRET conducts a majority of its business activities through its operating partnership, IRET Properties, a North Dakota Limited Partnership, as well as through a number of other subsidiary entities.

Note 2 – Basis of Presentation and Significant Account Policies

Basis of Presentation
      The consolidated financial statements include the accounts of IRET and all its subsidiaries in which it maintains a controlling interest.  The financial statements have been prepared on the basis of accounting principles that are in effect as of the financial statement date.  IRET operates on a fiscal year commencing May 1 and ending April 30.

      The accompanying consolidated financial statements include the accounts of IRET and its 74.8% (76.2% at April 30,2001) partnership interest in the operating partnership.  Such interest has been calculated as the percentage of outstanding common shares divided by the total outstanding common shares and operating partnership units ("UPREIT Units") outstanding.  The remaining 25.2% (23.8% at April 30, 2001) is reflected as Minority Interest in operating partnership in these consolidated financial statements. 

      IRET's investment in the NSCM Partnership is a controlling interest and IRET has financial and operating control and accounts for this investment using the consolidated method. 

      All significant intercompany balances and transactions have been eliminated in these consolidated financial statements.

Unaudited Interim Financial Statements
      The interim consolidated financial statements of IRET have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission.  Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America are omitted.  The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments,

Note 2 –continued

consisting solely of normal recurring adjustments, necessary for the fair presentation of the consolidated financial statements for the interim periods have been included. 

      The current period's results of operations are not necessarily indicative of results which ultimately may be achieved for the year.  The interim consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the company's form 10-K405 for the year ended April 30, 2001.

Significant Accounting Policies
      IRET has not made any significant changes in accounting policy and practices since the most recent audited financial statements.

Recent Accounting Pronouncements
      In June, 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations.  This Statement addresses financial accounting and reporting for business combinations and supersedes APB Opinion No., 16, Business Combinations, and FASB Statement No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises.  The provisions of this Statement provide that all business combinations under the scope of this Statement are to be accounted for using one method – the purchase method.  The provisions of this Statement apply to all business combinations initiated after June 30, 2001, and to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001, or later.  The Trust has not entered into any business combinations since June 30, 2001, and therefore the provisions of this statement do not yet impact the Trust’s financial position, results of operations and cash flows.  The Trust will be adopting this Statement for any future business combinations. 

      In June, 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets.  This Statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisitions.  This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements.  The provisions of this Statement are required to be applied starting with fiscal years beginning after December 15, 2001.  Although the Statement allows for early adoption by entities with fiscal years beginning after March 15, 2001, provided that the first interim financial statements have not previously been issued, the Trust has no plans to adopt the provisions of SFAS No. 142 prior to the effective date.  Therefore, this Statement will be adopted by the Trust at the beginning of fiscal year May 1, 2002.  The provisions of SFAS No. 142 will be applied to all goodwill and other intangible assets reflected on its financial statements at that date. 

      SFAS No. 142 requires that goodwill and intangible assets that have indefinite useful lives will not be amortized as in the past, but will instead be tested at least annually for impairment.  SFAS No. 142 adopts a more aggressive view of goodwill and bases the accounting for goodwill on the units of the combined entity into which an acquired entity is integrated (referred to as reporting units).  This statement provides specific guidance for testing goodwill for impairment.  

Note 2 –continued

The Trust will follow this guidance and goodwill will be tested for impairment at least annually using a two-step process that begins with an estimation of the fair value of a reporting unit. 

      The first step is a screen for potential impairment, and the second step measures the amount of impairment, if any.  If certain criteria are met, the requirement to test goodwill for annual impairment can be satisfied without remeasurement of the fair value of a reporting entity.

      Impairment losses for goodwill and indefinite –lived intangible assets that arise due to the initial application of this Statement (resulting from a transitional impairment test) are to be reported as resulting from a change in accounting principle.  As of January 31, 2002, the impact of adopting the provisions of SFAS No. 142 on the Trust’s financial position, results of operations and cash flows would not be material since as of this date the Trust’s goodwill and indefinite intangibles are not determined to be impaired.  The impact of adopting this Statement on its effective date is not yet estimable since fact and circumstances that could impact the impairment estimation will need to be evaluated as of that date. 

      In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations. The provisions of this statement address the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.  This Statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.  The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.  The provisions of this Statement become effective for fiscal years beginning after June 15, 2002.  Although the Statement allows for early adoption prior to becoming effective, the Trust has no plans for to adopt the provision of SFAS No. 143 prior to the effective date.  Therefore, this Statement will be adopted by the Trust at the beginning of fiscal year May 1, 2003.  As of January 31, 2002 the impact of adopting the provisions of this Statement on the Trust’s financial position, results of operations and cash flow would not be material as the Trust did not currently retire any tangible long-lived assets.  The impact of adopting this Statement on its effective date is not yet estimable since fact and circumstances that could impact retirement costs and obligations will depend on future retirements of long-lived assets. 

      In August 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.  This Statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets.  This Statement supersedes FASB No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of, and the accounting and reporting provision of APB Opinion No. 30, Reporting the Results of Operations-Reportingthe Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business (as previously defined in the Opinion).  This Statement also amends ARB No. 51,Consolidated Financial Statements, to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary.  The provisions of this statement become effective for financial statements issued for fiscal years beginning after December 15, 2001 and interim

Note 2 –continued

periods within those fiscal years.  Although the statement provides for early adoption prior to becoming effective, the Trust has no plans to adopt this Statement prior to the effective date.  Therefore, this Statement is will be adopted by the Trust at the beginning of fiscal year May 1, 2002.  

      This statement does not materially change the measurement of impairment for long-lived assets to “be held or used”.  Instead, it provides guidance on measuring impairment of long-lived assets to “be held and used”.  As of January 31, 2002, the Trust did have long-lived assets that are being “held and used” (primarily real estate) as part of its normal business operations of a REIT.  The Trust has implemented its measuring of impairment for assets “held and used” in accordance with the implementation guidance in SFAS No. 144 which is consistent with SFAS No. 121 and therefore this Statement has no material impact on the Trust’s financial position, results of operations and cash flows. 

      SFAS No. 144 also has some provisions, primarily guidance, on implementation of the provisions of SFAS No. 122, that apply to long-lived assets to be disposed of “other than by sale” and long-lived assets to be disposed of “by sale”.  As of January 31, 2002, the Trust did not have any long-lived assets within these categories and therefore the application as of that date does not have any material impact on the financial position, results of operations, and cash flows.  The impact of adopting the provisions of  this Statement for long-lived assets to be disposed of “other than by sale” or “by sale” on its effective date is not yet estimable since facts and circumstances have not yet occurred that would cause the Trust to classify properties in either of these categories. 

Note 3 - Earnings Per Share
      Earnings per share  ("EPS") is computed as net income available to common shareholders divided by the weighted average number of common shares outstanding for the period.  The company has no outstanding warrants, convertible stock, or other contractual obligations requiring issuance of additional common shares that would result in a dilution of earnings. 

      The exchange of outstanding operation partnership units for common shares will have no effect on EPS as unitholders and shareholders presently share equally in the net income of the operating partnership. 

      The following table reconciles amounts reported in the consolidated financial statements for the three and nine months ended January 31, 2002 and 2001.    

Note 4 - Mortgage Loan Receivable
            Mortgage loans receivable consist of eight contracts, which are collateralized by real estate.  Contract terms call for monthly payments of principals and interest.  Interest rates range from 7% to 11%.  Mortgage loans receivable have been evaluated for possible losses considering repayment history, market value of underlying collateral, and economic conditions.

Note 4 - continued

      Future principal payments due under the mortgage loan contracts as of January 31, 2002, are as follows:

Note 5 – Investment Certificates Issued
      The trust has placed investment certificates with the public.  The interest rates vary from 5% to 9% per annum, depending on the term of the security.  Total securities maturing within fiscal years ended April 30, are shown below.  Interest is paid annually, semiannually, or quarterly on the anniversary date of the security.

Note 6 – UPREIT Loan Program – Loan to Trustee
      On January 16, 2002, IRET’s Board authorized an UPREIT unit loan program available to holders of $1,000,000 or more of limited partnership units in IRET’s operating partnership.  IRET will lend up to 50% of the value of the units based on the closing price of IRET shares on the NASDAQ market for a term of two years or less, secured by the borrower's limited partnership units in IRET Properties, at a variable interest rate 1.5% over the interest rate charged IRET by its participating lender.  The interest rate adjusts on the first of each month.  IRET charges a .5% loan fee.

            On January 30, 2002, a $3,500,000.00 loan, pursuant to the UPREIT Loan Program, was made to Steven B. Hoyt, a member of IRET’s Board of Trustees.  The IRET Board of Trustees approved the loan. 

Note 6 - continued

            The terms of the loan require Mr. Hoyt to make quarterly interest payments, beginning April 1, 2002, with the full balance of the principle sum due on or before January 31, 2004.  The initial interest rate is equal to the Wall Street Journal Prime Rate plus one and one-half percent (1.5%), as of January 31, 2002 for an interest rate of 6.25%. The agreement also required the borrower to pay an origination fee of one-half percent (.5%), of the principle balance.  The borrower paid a fee of $17,500.00 on the date of the loan.

Note 7 - Segment Reporting
      The following information summarizes IRET's segment reporting for residential and commercial properties along with reconciliations to the consolidated financial statements:

Three Months Ended January 31, 2002

Three Months Ended January 31, 2001

Note 7 - continued

Nine Months Ended January 31, 2002

Nine Months Ended January 31, 2001

Segment Assets and Accumulated Depreciation

Quarter Ended January 31, 2002

Year Ended April 30, 2001

Note 8 – Pro Forma Condensed Financial Information – Newly Acquired Properties
              (unaudited)

     IRET acquired the following real estate during the nine months ended January 31, 2002:

       The following unaudited pro forma information was prepared as if the above transactions had occurred on May 1, 2001, the beginning of IRET’s current fiscal year.  The pro forma financial information is based upon the rent rolls and expected expenses for each property on the date of its actual acquisition.  This pro forma information is not necessarily indicative of the consolidated results which would have occurred if all of the transactions had been consummated on May 1, 2001, nor do they purport to represent the results of operations for future periods.

      The pro forma consolidated statement of operations (unaudited) for the nine months ended January 31, 2002, is presented as if the real estate acquisition had been completed at the beginning of the period May 1, 2001, rather than on the actual acquisition or closing date. 

 Note 9 – Market Price Range of Shares

            For the nine months ended January 31, 2002, a total of 5,095,292 shares were traded in 8,494 separate trades.  The high trade price during the period was $10.49, the low was $8.25, and the closing price on January 1, 2002, was $9.63.  For the nine months ended January 31, 2001, a total of 3,049,647 shares were traded in 3,788 separate trades.  The high trade price during the period was $8.50, the low was $7.37, and the closing price on January 1, 2001, was $8.094.

Note 10 – Subsequent Events

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

      The following discussion and analysis should be read in conjunction with the consolidated financial statements included in this report as well as the audited financial statements prepared by Brady Martz & Associates, P.C. of Minot, North Dakota, certified public accountants for the period ended April 30, 2001, which financial statements were attached to the Form 10-K405 on file for Investors Real Estate Trust.

     Certain matters included in this discussion are forward looking statements within the meaning of federal securities laws.  Although the Company believes that the expectations reflected in such forward looking statements are based on reasonable assumptions, it can give no assurance that the expectations expressed will actually be achieved.  Many factors may cause actual results to differ materially from the Company’s current expectations, including general economic conditions, local real estate conditions, the general level of interest rates, and the availability of financing, timely completion and lease-up of properties under construction and various other economic risks inherent in the business of owning and operating investment real estate. 

 Revenues
      Total IRET revenues for the third quarter of Fiscal 2002 ended January 31, 2002, were $23,605,772 compared to $19,004,737 received in the third quarter of the prior fiscal year ended January 31, 2001.  This is an increase of $4,601,035 or 24.2%. 

     Total revenues for the first nine months of Fiscal 2002 ended January 31, 2002, were $68,560,907 compared to $54,840,641, an increase of 25.0% from the first nine months of the prior fiscal year ended January 31, 2001.  These increases are primarily attributable to the addition of new properties to IRET’s investment portfolio.

Capital Gain Income
      IRET realized capital gain income of $3,346 during the third quarter of Fiscal 2002 ended January 31, 2002.  This resulted from the sale of the Carmen Court Apartment building in Minot, North Dakota.

       Total capital gain income for the first nine months of Fiscal 2002 ended January 31, 2002, was $327,678.  In addition to the item listed in the previous paragraph, capital gain income for the first nine months for Fiscal 2002 included a gain of $296,409 from the sale of the Sunchase Apartments, a 36-unit apartment complex in Fargo, North Dakota, a gain of $85,279 for the sale of the Lester Chiropractic building in Bismarck, North Dakota and a loss of $57,356 from the sale of marketable securities held to maturity.  Capital gain income of $25,124 was realized in the first nine months of the prior fiscal year ended January 31, 2001.

Expenses and Net Income
      The following table shows the changes in revenues, operating expenses, interest, and depreciation for the three months and nine months ended January 31, 2002, as compared to the three months and nine months ended January 31, 2001:

Expenses and Net Income - continued

      The above described changes result primarily from the addition of new real estate assets to IRET’s portfolio.  Utility expense, while higher over all because of the additional properties acquired, was significantly lower as a percentage of rental income due to an unusually mild winter and lower natural gas prices.  The increase in insurance costs resulted from an increase in the general level of premiums for property casualty insurance. 

      The net income included in this report shows a 3.7% decline for the three months ended January 31, 2002, to $2,240,252 from $2,327,262 for the second quarter of fiscal 2002 ending October 31, 2001. This decline from the second quarter to the third quarter of fiscal 2002 was due to the allocation of an additional $378,000 of net income from the first and second quarters of fiscal 2001 to the limited partners of IRET's operating partnership, IRET Properties, a North Dakota Limited Partnership, during the third quarter of fiscal 2002. Pursuant to IRET's organizational documents, each limited partnership unit is entitled to receive the same share of net income as each share of beneficial interest. The allocations for the second and the third quarter of fiscal 2002 were both made during the third quarter of fiscal 2002, thus resulting in the decline. This allocation will have no negative impact on IRET's full year net income.

Anticipated Increase in Insurance Expense
      IRET's blanket casualty and liability insurance policy, which covers all of its residential properties and most of its commercial properties, will expire April 30, 2002. Because of the September 11, 2001, terrorist attacks, IRET expects a substantial increase in its insurance premiums beginning with fiscal year 2003 which commences May 1, 2002. IRET is not able to quantify the amount of the expected increase at this time. For most of IRET's Commercial properties, the insurance premium increases will be payable by the tenant. However, for our apartment communities, IRET will pay the increased premium which will reduce net income to the extent we are not able to increase rental rates.

Comparison of Residential and Commercial Properties
      The following is a comparison of the net operating income from the two types of real estate investments owned by IRET - residential and commercial - for the three months and nine months ended January 31, 2002 and 2001:

Net Real Estate Operating Income                                                            

       The growth in the two operating segments resulted primarily from the acquisition of real estate properties during the prior and current fiscal years.

Occupancy Rates
      Occupancy rates are calculated as a percentage of the actual rent paid to IRET versus the scheduled rent charged by IRET for the period of time presented.  The following tables compare occupancy rates for stabilized properties for the three months and nine months ended January 31, 2002 and 2001:

Property Acquisitions and Dispositions
      During the nine months ended January 31, 2002, IRET acquired five commercial properties and two apartment complexes:

       The 36-unit Sunchase apartment complex in Fargo, North Dakota, was sold during the first quarter of Fiscal 2001 at a gain of $296,409.

      The Lester Chiropractic Building in Bismarck, North Dakota, was sold during the second quarter of Fiscal 2001 at a gain of $85,279. 

      The Carmen Court Apartment Complex in Minot, North Dakota, was sold during the third quarter of Fiscal 2002 at a gain of $3,346.

Funds from Operations
      IRET considers Funds from Operations ("FFO") a useful measure of performance for an equity REIT. FFO is defined as net income available to shareholders determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation of real estate assets, and after adjustment for unconsolidated partnerships and joint ventures. IRET uses the National Association of Real Estate Investment Trusts ("NAREIT") definition of FFO as amended by NAREIT to be effective January 1, 2000. FFO for any period means the net income of the company for such period, excluding gains or losses from debt restructuring and sales of property, and plus depreciation and amortization of real estate assets in IRET's investment portfolio, and after adjustment for unconsolidated partnerships and joint ventures, all determined on a consistent basis in accordance with accounting principles generally accepted in the United States of America.

FFO presented herein is not necessarily comparable to FFO presented by other real estate companies because not all real estate companies use the same definition.

FFO should not be considered as an alternative to net income as determined in accordance with accounting principles generally accepted in the United States of America as a measure of IRET's liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of IRET's needs or its ability to service indebtedness or make distributions.

Funds from Operations for IRET for the three months ended January 31, 2002, increased to $7,526,448 compared to $5,832,192 for the three months ended January 31, 2001, an increase of 29.1%.

Funds from Operations for the nine month period ended January 31, 2002, increased 29.9% to $21,718,374, from $16,723,619 for the same period during the prior year.

      Calculations of Funds from Operations for IRET are as follows:

Dividends
      The following dividends were paid during the first nine months ended January 31, of fiscal years 2002 and 2001:

       The Board of Trustees of IRET has declared a dividend of $.152 per share payable April 1, 2002, to shareholders of record at the close of business on March 15, 2002. 

Liquidity and Capital Resources
      The important changes in IRET’s balance sheet during the first nine months of Fiscal 2002 ended January 31, 2002, were:

       As of the date of this report, IRET has entered into contracts to acquire the following real estate investments:

      In addition to the above acquisitions, IRET is committed to provide construction financing for an assisted living and Alzheimer care facility in Virginia, MN for $7,000,000, of which $4,022,393 was advanced as of January 31, 2002.

      IRET had cash on hand of $22,944,965 on January 31, 2002.  As of January 31, 2002, IRET’s unsecured credit lines with First International Bank & Trust, Bremer Bank, and First Western Bank & Trust, all of Minot, North Dakota, totaled $13,000,000 and $1,000,000 with Associated Bank of Minneapolis, MN.  None of said credit lines were in use on January 31, 2002.

       IRET believes that its existing cash and borrowing capacities are adequate to fund all of its acquisition and development obligations and all of its other short and long-term liquidity requirements.  IRET believes that its net cash provided by operations will continue to be adequate to meet both operating requirements and the payment of dividends in accordance with Internal Revenue Code provisions pertaining to real estate investment trusts in both the short and long term.  Budgeted expenditures for ongoing maintenance, capital improvements and renovations to its real estate portfolio are expected to be funded from the cash flow generated from the operation of these properties. 

 Item 3.  Quantitative and Qualitative Disclosures about Market Risk

       The market risk to which IRET is exposed is a change in the interest rates payable on its indebtedness:

Item 1.  Legal Proceedings

                None

Item 2.  Changes in Securities

                None

Item 3.  Defaults upon Senior Securities

                None

Item 4.  Submission of Matters to a Vote of Security Holders

                None

Item 5.  Other Information – Sale of Shares of Beneficial Interest

                 None

Item 6.  Exhibits and Reports on Form 8-K.

      The company filed an 8-K on January 17, 2002, disclosing the following material events:

    During the period from May 1, 2001, to January 2, 2002, Investors Real Estate Trust (“IRET”) purchased seven real estate properties at a total cost of $58,411,389.  Individually, the seven real estate properties are insignificant as defined by Regulation S-X, but in the aggregate, constitute a “significant amount of assets" as defined in Regulation S-X.  When acquisitions are individually insignificant but significant in the aggregate, Regulation S-X requires the presentation of audited financial statements for assets comprising a substantial majority of the individually insignificant properties.  IRET’s fiscal year 2002 real estate asset purchases first exceeded the minimum level of significance on January 2, 2002, with the purchase of a commercial office building located in Minneapolis, Minnesota.  The real estate assets acquired by IRET which constitute a “substantial majority” of the real estate assets acquired by IRET during fiscal year 2002 as measured by cost pursuant to Regulation S-X are detailed in the 8-K filed on January 17, 2002.  The required financial statements for the acquired property detailed in the 8-K will be filed by amendment hereto no later than sixty days after the date of the original filing.  The required pro forma financial information will be filed by amendment to the 8-K filed January 17, 2002, no later than sixty days after the date of the original filing.

      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 thereunto duly authorized.

Date: March 15, 2002