corresp
BRANDYWINE REALTY TRUST
555 East Lancaster Avenue
Radnor, Pennsylvania 19087
April 30, 2009
VIA EDGAR AND FACSIMILE
Erin E. Martin, Esquire
Attorney-Advisor
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Facsimile: (703) 813-6984
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Re: |
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Brandywine Realty Trust Registration Statement No. 333-158590
on Form S-3 (the Registration Statement) |
Dear Ms. Martin:
Pursuant to Rule 461 under the Securities Act of 1933 (the Securities Act), on behalf of
Brandywine Realty Trust, a Maryland real estate investment trust (the Company), I respectfully
request that the effective date of the above-referenced Registration Statement be accelerated by
the Securities and Exchange Commission (the Commission) so that the Registration Statement will
become effective under the Securities Act at 12:00 p.m., New York
time, on May 4, 2009 or as
soon thereafter as practicable.
I hereby acknowledge the following:
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that should the Commission or the staff of the Commission (the Staff),
acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement; |
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that the action of the Commission or the Staff, acting pursuant to delegated
authority in declaring the Registration Statement effective, does not relieve
the Companies from their full responsibility for the accuracy and adequacy of
the disclosure in the Registration Statement; and |
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that the Companies may not assert the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States. |
Securities and Exchange Commission
April 30, 2009
Page 2
Please notify the undersigned of the effectiveness of the Registration Statement by a
telephone call to (610) 832-4980, and please also confirm such effectiveness by facsimile to (610)
325-5622.
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Very truly yours,
Brandywine Realty Trust
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By: |
/s/ Gabriel J. Mainardi
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Name: |
Gabriel J. Mainardi |
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Title: |
Vice President, Accounting & Treasurer |
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cc: |
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Michael H. Friedman, Esquire
Pepper Hamilton LLP |