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March 24, 2005
Mail Stop 0409
Gerard H. Sweeney
President and Chief Executive Officer
Brandywine Realty Trust
401 Plymouth Road
Plymouth Meeting, PA 19462
RE: Brandywine Realty Trust
Registration Statement on Form S-3
Filed March 18, 2005
File No. 333-123446
Dear Mr. Sweeney :
We have conducted a limited review of the above referenced
filing and have the following comments. We have limited our
review
to only the disclosure regarding internal controls in your Form
10-K
for the fiscal year ended December 31, 2004 (File No. 1-09106),
which
is incorporated by reference into your registration statement.
Form 10-K
Management`s Report on Internal Controls Over Financial Reporting,
page 49
1. We note your disclosure in the third paragraph on page 49 that
management has excluded investments in Four and Six Tower Bridge
Associates from its evaluation of effectiveness of internal
control
over financial reporting. In order to exclude certain investments
that are otherwise consolidated under Interpretation No. 46 from
your
evaluation of internal controls your disclosure must include each
of
the following:
* A statement that the excluded entity was in existence prior to
December 15, 2003. Currently your disclosure states that Four and
Six Tower Bridge Associates has been in existence since December
31,
2003.
* A statement that the registrant does not have the right or
authority to assess the internal controls of the consolidated
entity
and also lacks the ability, in practice, to make the assessment.
Your current disclosure only indicates that you lack the ability
to
influence or modify the internal controls at Four and Six Tower
Bridge Associates.
* The key subtotals, including net assets, revenues and net
income,
that result from consolidation of the excluded entity. Your
current
disclosure does not include net income.
Refer to Question 1 of Management`s Reports on Internal Control
Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports Frequently Asked Questions (revised October 6,
2004), available on our website at
http://www.sec.gov/rules/final/33-
8238.htm. Please either revise your disclosure in accordance with
this comment No. 1 or revise your discussion of management`s
assessment to include internal controls at Four and Six Tower
Bridge
Associates.
Report of Independent Registered Accounting Firm, page F-1 - F-2
2. Please make conforming changes to the final paragraph on page
F-2
to comply with comment No. 1 above.
We will not conduct any further review of the registration
statement aside from this matter. All persons who by statute are
responsible for the adequacy and accuracy of the registration
statement are urged to be certain that all information required
under
the Securities Act of 1933 has been included.
As appropriate, please amend your filings in response to
these
comments. We urge all persons who are responsible for the
accuracy
and adequacy of the disclosure in the filings reviewed by the
staff
to be certain that they have provided all information investors
require for an informed decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective
date of the registration statement as a confirmation of the fact
that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Any questions should be directed to Amanda McManus, Attorney-
Adviser, at (202) 942-7184 or the undersigned at (202) 942-1766.
Sincerely,
Elaine Wolff
Branch Chief
cc: Michael H. Friedman, Esq. (via facsimile)
Pepper Hamilton LLP