UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K/A

AMENDMENT NO. 1 TO
CURRENT REPORT

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

Date of Report (Date of earliest event reported):                    September 9, 2004

RAMCO-GERSHENSON PROPERTIES TRUST

Registrant’s telephone number, including area code                     (248) 350-9900

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

Ramco-Gershenson Properties Trust (the “Company”) is amending its Form 8-K filed on October 22, 2004, to include (i) a Statement of Revenue and Certain Operating Expenses for Mission Bay Plaza and Plaza at Delray (the “Properties”) for the twelve months ended July 31, 2004, as required by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission and (ii) the Company’s unaudited pro forma consolidated statement of income for the year ended December 31, 2003 and for the six months ended June 30, 2004, as if the acquisition of the Properties had occurred on January 1, 2003.

As the Company does not have access to complete financial data for the Properties for periods prior to July 31, 2003, in order to comply with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission, the Company has included an audited Combined Statement of Revenue and Certain Operating Expenses for the twelve months ended July 31, 2004. The Company believes that this financial statement for the twelve months ended July 31, 2004 would not be materially different from that for the calendar year ended December 31, 2003.

Item 9.01 Financial Statements and Exhibits

The following financial statements and pro forma financial information are filed as part of this report.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ramco-Gershenson Properties Trust
Farmington Hills, Michigan

     We have audited the accompanying Combined Statement of Revenue and Certain Operating Expenses (the “Combined Statement”) of the shopping centers known as Mission Bay Plaza and Plaza At Delray (collectively referred to as the “Properties”) for the twelve-month period ended July 31, 2004. This Combined Statement is the responsibility of Ramco-Gershenson Properties Trust’s management. Our responsibility is to express an opinion on this Combined Statement based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Combined Statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Combined Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Combined Statement. We believe that our audit provides a reasonable basis for our opinion.

     The accompanying Combined Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the filing of a Current Report on Form 8-K/A of Ramco-Gershenson Properties Trust) as described in Note 1 and is not intended to be a complete presentation of the Properties’ revenues and expenses.

     In our opinion, such Combined Statement presents fairly, in all material respects, the revenue and certain operating expenses of the Properties for the twelve-month period ended July 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Detroit, Michigan
January 28, 2005

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MISSION BAY PLAZA AND PLAZA AT DELRAY
COMBINED STATEMENT OF REVENUE AND CERTAIN OPERATING EXPENSES
For the twelve months ended July 31, 2004
(In thousands)

See notes to Combined Statement of Revenue and Certain Operating Expenses.

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MISSION BAY PLAZA AND PLAZA AT DELRAY
NOTES TO COMBINED STATEMENT OF REVENUE AND CERTAIN OPERATING EXPENSES
FOR THE TWELVE MONTHS ENDED JULY 31, 2004

1. Basis of Presentation and Summary of Significant Accounting Policies

On September 9, 2004, Ramco Development, LLC (“Ramco”), a subsidiary of Ramco-Gershenson Properties Trust (the “Company”), acquired all of the membership interests in Boca Mission, LLC and Linton Delray LLC (collectively, the “Center Owners”) from NWC Glades 441, Inc., Diversified Invest II, LLC, Delray Retail, Inc., and Diversified Invest III, LLC (collectively, the “Sellers”). The Center Owners own certain improved real property commonly known as Mission Bay Plaza and Plaza at Delray, respectively (collectively, the “Properties”). The acquisition was made pursuant to the terms of a Contract of Sale and Purchase (the “Purchase Agreement”) between Ramco and the Sellers. The Statement of Revenue and Certain Operating Expenses includes information related to the operations of the Properties for the twelve months ended July 31, 2004, as recorded by the Properties’ previous owners, subject to the adjustments described below.

The accompanying financial statement information has been prepared for the purpose of complying with the provisions of Rule 3-14 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, the financial statement is not representative of the actual operations of the Properties for the twelve months ended July 31, 2004, as certain expenses have been excluded, which may not be comparable to the expenses expected to be incurred in the future operations of the Properties. Expenses excluded consist of interest, depreciation and amortization, and other costs not directly related to future operations of the Properties.

The Sellers acquired the shopping centers during 2003, and the Sellers have indicated to the Company that they do not have complete financial information with respect to the Properties for periods prior to the Sellers’ acquisitions of the Properties during 2003 and audited financial statements for the Properties were not prepared for the year ended December 31, 2003. As the Company does not have access to complete financial data for periods prior to July 31, 2003, in order to comply with Rule 3-14, the Company has presented herein the Properties audited Combined Statement of Revenue and Certain Operating Expenses for the twelve months ended July 31, 2004.

     Management’s Use of Estimates — The preparation of a financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

     Rental Income — Rental income is recognized on the straight-line basis over the term of the related leases, as required under Statement of Financial Accounting Standards (“SFAS”) No. 13. The leases also typically provide for tenant recoveries of common area maintenance, real estate taxes and other operating expenses.

     Recoverable Operating Expenses — Recoverable operating expenses consist primarily of utilities, insurance and repairs and maintenance.

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MISSION BAY PLAZA AND PLAZA AT DELRAY
NOTES TO COMBINED STATEMENT OF REVENUE AND CERTAIN OPERATING EXPENSES
for the twelve months ended July 31, 2004

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RAMCO-GERSHENSON PROPERTIES TRUST
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the year ended December 31, 2003
(In thousands, except per share amounts)

See notes to cons olidated financial s tatements .

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RAMCO-GERSHENSON PROPERTIES TRUST
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the six months ended June 30,2004
(In thousands, except per share amounts)

See notes to consolidated financial statements.

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RAMCO-GERSHENSON PROPERTIES TRUST
NOTE TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

1. Basis of Presentation

On September 9, 2004, Ramco Development, LLC (“Ramco”), a subsidiary of the Ramco-Gershenson Properties Trust (the “Company”), acquired all of the membership interests in Boca Mission, LLC and Linton Delray LLC (collectively, the “Center Owners”) from NWC Glades 441, Inc., Diversified Invest II, LLC, Delray Retail, Inc., and Diversified Invest III, LLC (collectively, the “Sellers”). The Center Owners own certain improved real property commonly known as Mission Bay Plaza and Plaza at Delray, respectively (collectively, the “Properties”). The acquisition was made pursuant to the terms of a Contract of Sale and Purchase (the “Purchase Agreement”) between Ramco and the Sellers. The Unaudited Pro Forma Consolidated Statement of Income includes information related to the operations of the Properties for the year ended December 31, 2003, and the six months ended June 30, 2004 as recorded by the Properties’ previous owners, subject to the pro forma adjustments described below.

The Unaudited Pro Forma Consolidated Statement of Income for the year ended December 31, 2003, includes adjustments assuming that the acquisition of the Properties occurred as of January 1, 2003, and is based on the historical Consolidated Statement of Income for the Company presented in its Annual Report on Form 10-K for the year ended December 31, 2003. The Unaudited Pro Forma Consolidated Statement of Income for the six months ended June 30, 2004, included adjustments assuming that the acquisition of the Properties occurred as of January 1, 2004, and is based on the historical Consolidated Statement of Income for the Company presented in its Quarterly Report on Form 10-Q for the period ended June 30, 2004. Significant pro forma adjustments in the Unaudited Pro Forma Statements of Income include the following:

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(c) Exhibits

The following designated exhibits are filed herewith:

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SIGNATURES

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.

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EXHIBIT INDEX