EXHIBIT INDEX

                                                                     Exhibit 1.1



                                2,000,000 Shares
            of 7.50% Series C Cumulative Redeemable Preferred Shares


                             BRANDYWINE REALTY TRUST

                             UNDERWRITING AGREEMENT


                                                              New York, New York
                                                               December 29, 2003

Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York  10179

Ladies and Gentlemen:

                  Brandywine Realty Trust, a real estate investment trust
organized under the laws of the State of Maryland (the "Company"), proposes to
sell to the several underwriters named in Schedule I hereto (the
"Underwriters"), subject to the terms and conditions stated herein, 2,000,000
shares (the "Firm Shares") of its 7.50% Series C Cumulative Redeemable Preferred
Shares, par value $0.01 per share, liquidation preference $25.00 per share (the
"Series C Preferred Shares"), of the Company. The Company also proposes to grant
to the Underwriters an option to purchase up to 300,000 Shares of Series C
Preferred Stock to cover over-allotments (the "Additional Shares"; the
Additional Shares, together with the Firm Shares, being hereinafter called the
"Shares"). To the extent there are no additional underwriters listed on Schedule
I other than you, the term "Underwriters" as used herein shall mean the singular
or plural as the context requires. Bear, Stearns & Co. Inc. ("Bear Stearns") is
acting as lead manager in connection with the offering and sale of the Shares
(the "Offering"). The use of the neuter in this Agreement shall include the
feminine and masculine wherever appropriate.

                  The Company, directly and through a wholly-owned subsidiary,
is the sole general partner and a limited partner of Brandywine Operating
Partnership, L.P., a Delaware limited partnership (the "Operating Partnership").
The Company owns its assets and conducts its operations through the Operating
Partnership and through subsidiaries of the Operating Partnership. As of
September 30, 2003, the Company's ownership interest in the Operating
Partnership entitled the Company to approximately 95.6% of the Operating
Partnership's distributions after distributions by the Operating Partnership to
holders of its preferred units. The Company will contribute the net proceeds of
the sale of the Securities to the Operating Partnership in exchange for
additional partnership interests in the Operating Partnership. The Company and
the Operating Partnership wish to confirm as follows their agreement with the
Underwriters, in connection with the purchase of the Shares by such
Underwriters.














         1. Representations and Warranties. The Company and the Operating
Partnership jointly and severally represent and warrant to, and agree with, each
Underwriter as set forth below in this Section 1.

         (a) A registration statement on Form S-3 (File No. 333-56237), with
    respect to the Shares, including a base prospectus dated February 9, 1999,
    was prepared by the Company in conformity with the requirements of the
    Securities Act of 1933, as amended (the "Securities Act"), and the rules and
    regulations (the "Rules and Regulations") of the Securities and Exchange
    Commission (the "Commission"), was filed with the Commission and declared
    effective. The registration statement and prospectus may have been amended
    or supplemented prior to the date of this Agreement; any such amendment or
    supplement was prepared and filed, and any such amendment filed after the
    effective date of such registration statement has been declared effective.
    No stop order suspending the effectiveness of the registration statement has
    been issued, and no proceeding for that purpose has been instituted, or to
    the Company's knowledge, threatened by the Commission. A prospectus
    supplement (the "Prospectus Supplement") setting forth the terms of the
    Offering, sale and plan of distribution of the Shares and additional
    information concerning the Company and its business has been or will be
    prepared and, together with the prospectus included in the registration
    statement, will be filed pursuant to Rule 424(b) of the Rules and
    Regulations on or before the second business day after the date hereof (or
    such earlier time as may be required by the Rules and Regulations). The
    registration statement, as it may have heretofore been amended and at the
    time it became effective, is referred to herein as the "Registration
    Statement," and the final form of prospectus included in the Registration
    Statement, as supplemented by the Prospectus Supplement, in the form filed
    by the Company with the Commission pursuant to Rule 424(b) under the Rules
    and Regulations, is referred to herein as the "Prospectus", except that if
    any revised prospectus or prospectus supplement shall be provided to the
    Underwriters by the Company for use in connection with the Offering which
    differs from the Prospectus (whether or not such revised prospectus or
    prospectus supplement is required to be filed by the Company pursuant to
    Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer
    to such revised prospectus or prospectus supplement, as the case may be,
    from and after the time it is first provided to the Underwriters for such
    use. Copies of the Registration Statement and the Prospectus, any amendments
    or supplements thereto and all documents incorporated by reference therein
    that were filed with the Commission on or prior to the date of this
    Agreement have been delivered to the Underwriters and their counsel. Any
    preliminary prospectus or prospectus subject to completion included in the
    Registration Statement or filed with the Commission pursuant to Rule 424
    under the Securities Act and the Rules and Regulations is hereafter called a
    "Preliminary Prospectus." Any reference herein to the Registration
    Statement, any Preliminary Prospectus or the Prospectus shall be deemed to
    refer to and include the documents incorporated by reference therein
    pursuant to Item 12 of Form S-3 which were filed under the Securities
    Exchange Act of 1934, as amended (the "Exchange Act"), on or before the
    Effective Date, the date of such Preliminary Prospectus or the date of the
    Prospectus, as the case may be, and any reference herein to the terms
    "amend", "amendment" or "supplement" with respect to the Registration
    Statement, any Preliminary Prospectus or the Prospectus shall be deemed to
    refer to and include (i) the filing of any document under the Exchange Act




                                        2


    after the Effective Date, the date of such Preliminary Prospectus or the
    date of the Prospectus, as the case may be, which is incorporated therein by
    reference and (ii) any such document so filed. For purposes of this
    Agreement, all references to the Registration Statement, the Prospectus, any
    Preliminary Prospectus or to any amendment or supplement thereto shall be
    deemed to include any copy filed with the Electronic Data Gathering Analysis
    and Retrieval System (EDGAR), and such copy shall be identical in content to
    any Prospectus delivered to the Underwriters for use in connection with the
    Offering.

         (b) The Registration Statement, when it became or becomes effective,
    and the Prospectus and any amendment or supplement thereto, as of its date,
    on the date of filing thereof with the Commission and at the Closing Date
    (as hereinafter defined) and, if later, at any Additional Closing Date (as
    hereinafter defined), complied or will comply in all material respects with
    the applicable requirements of the Securities Act and the Rules and
    Regulations; the Registration Statement, when it became or becomes
    effective, or when it was filed with the Commission, did not or will not
    contain an untrue statement of a material fact or omit to state a material
    fact required to be stated therein or necessary to make the statements
    therein not misleading; the Prospectus and any amendment or supplement
    thereto, as of its date, on the date of the filing thereof with the
    Commission and at the Closing Date and, if later, at any Additional Closing
    Date, did not or will not include an untrue statement of a material fact
    required to be stated therein or omit to state a material fact necessary to
    make the statements therein, in light of the circumstances under which they
    were made, not misleading. When any related Preliminary Prospectus was first
    filed with the Commission (whether filed as part of the registration
    statement for the registration of the Shares or any amendment thereto or
    pursuant to Rule 424(a) under the Securities Act) and when any amendment
    thereof or supplement thereto was first filed with the Commission, such
    Preliminary Prospectus and any amendments thereof and supplements thereto
    complied in all material respects with the applicable provisions of the
    Securities Act, the Exchange Act and the Rules and Regulations and did not
    contain an untrue statement of a material fact and did not omit to state any
    material fact required to be stated therein or necessary in order to make
    the statements therein, in light of the circumstances under which they were
    made, not misleading; provided, however, that the Company and the Operating
    Partnership make no representations or warranties as to the information
    contained in or omitted from the Registration Statement or the Prospectus
    (or any supplement thereto) in reliance upon and in conformity with
    information furnished in writing to the Company by the Underwriter
    specifically for inclusion in the Registration Statement or the Prospectus
    (or any supplement thereto).

         (c) The documents incorporated or deemed to be incorporated by
    reference in the Prospectus, at the time they were or hereafter are filed
    with the Commission, complied and will comply in all material respects with
    the requirements of the Exchange Act and the Rules and Regulations, and did
    not and will not contain an untrue statement of a material fact or omit to
    state a material fact required to be stated therein or necessary to make the
    statements therein, in the light of the circumstances under which they were
    made, not misleading.





                                        3


         (d) The Company is a real estate investment trust duly formed and
    validly existing and in good standing under the laws of the jurisdiction in
    which it is chartered or organized, with full trust power and authority to
    own or lease, as the case may be, and to operate its properties and conduct
    its business as described in the Registration Statement and the Prospectus,
    and is duly qualified to do business as a foreign trust and is in good
    standing under the laws of each jurisdiction which requires such
    qualification.

         (e) Each of the subsidiaries of the Company, including the Operating
    Partnership (collectively the "Subsidiaries"), is a corporation, trust,
    limited partnership, limited liability company or general partnership duly
    incorporated or formed, as the case may be, validly existing and in good
    standing under the laws of the jurisdiction in which it is chartered, formed
    or organized with full corporate, trust, limited liability company or
    partnership power and authority, to own or lease, as the case may be, and
    operate its properties, and to conduct its business as described in the
    Registration Statement and the Prospectus, and is duly qualified to do
    business and is in good standing under the laws of each jurisdiction which
    requires such qualification.

         (f) All the outstanding shares of capital stock, beneficial interests,
    limited liability company interests or partnership interests of each
    Subsidiary have been duly and validly authorized and issued and are fully
    paid and nonassessable, and, except as otherwise set forth in the Prospectus
    or on Schedule II attached hereto, all outstanding shares of capital stock,
    shares of beneficial interest, limited liability company interests or
    partnership interests of the Subsidiaries are owned by the Company either
    directly or through wholly owned subsidiaries free and clear of any
    perfected security interest or any other security interests, claims, liens
    or encumbrances. The Company's percentage interest and ownership in the
    Operating Partnership, and the Operating Partnership's percentage interest
    and ownership in each of the Subsidiaries, is as set forth on Schedule II.
    Except in respect of the Operating Partnership and as set forth in the
    Prospectus, or on Schedule III attached hereto, no options, warrants or
    other rights to purchase, agreements or obligations to issue, or rights to
    convert any obligations into or exchange any securities for, shares of
    capital stock of or ownership interests in any Subsidiary are outstanding.
    The Company is the sole general partner of the Operating Partnership. The
    Subsidiaries set forth on Schedule II include all of the "significant
    subsidiaries" of the Company, as such term is defined by Rule 1-02 of
    Regulation S-X.

         (g) The Company's authorized equity capitalization is as set forth in
    the Prospectus; the Series C Preferred Shares conform in all material
    respects to the description thereof contained in the Prospectus; the
    outstanding Common Shares have been duly and validly authorized and issued
    and are fully paid, and the Shares being sold hereunder by the Company have
    been duly and validly authorized, and, when issued and delivered to and paid
    for by the Underwriters pursuant to this Agreement, will be fully paid and
    nonassessable; the certificates for the Shares are in valid and sufficient
    form to comply with all applicable Maryland statutory requirements and the
    rules and regulations of the New York Stock Exchange; the holders of
    outstanding shares of beneficial interest of the Company are not entitled to
    preemptive or other rights to subscribe for the Shares and, except as set
    forth in the Prospectus, no options, warrants or other rights to purchase,
    agreements or other obligations to issue, or rights to convert any
    obligations into or exchange any securities for, shares of beneficial
    interest or ownership interests in the Company are outstanding. At or prior
    to the Closing Date, the Company will have executed and filed Articles
    Supplementary (the "Articles Supplementary") establishing the terms of the
    Shares with the State Department of Assessments and Taxation of the State of
    Maryland.





                                        4


         (h) There is no franchise, contract or other document of a character
    required to be described in the Registration Statement or Prospectus, or to
    be filed as an exhibit thereto, which is not described or filed as required.
    All of the contracts to which any of the Company, the Operating Partnership
    or the Subsidiaries is a party and which are material to the business and
    operations of the Company, the Operating Partnership or the Subsidiaries,
    taken as a whole, (i) have been duly authorized, executed and delivered by
    such entity, constitute valid and binding obligations of such entity and are
    enforceable against such entity in accordance with the terms thereof, except
    as such enforcement may be limited by (A) bankruptcy, insolvency,
    reorganization or similar other laws affecting creditors' rights generally
    and (B) general equity principles and limitations on the availability of
    equitable relief, or (ii) in the case of any contract to be executed on or
    before the Closing Date, will on the Closing Date be duly authorized,
    executed and delivered by the Company and/or a subsidiary, and constitute
    valid and binding agreements of such entity enforceable against each entity
    in accordance with the terms thereof, except as such enforcement may be
    limited by (A) bankruptcy, insolvency, reorganization or similar other laws
    affecting creditors' rights generally and (B) general equity principles and
    limitations on the availability of equitable relief.

         (i) The statements in the Prospectus under the headings "Description of
    Shares of Beneficial Interest," "Certain Provisions of Maryland Law and our
    Declaration of Trust and Bylaws," "Federal Income Tax Considerations" and
    "Risk Factors - Our Status as a REIT is dependent on compliance with federal
    income tax requirements," insofar as such statements summarize legal
    matters, agreements, documents or proceedings discussed therein, are
    accurate and fair summaries of such legal matters, agreements, documents or
    proceedings.

         (j) This Agreement has been duly authorized, executed and delivered by
    the Company and the Operating Partnership.

         (k) The Company is not and, after giving effect to the offering and
    sale of the Shares and the application of the proceeds thereof as described
    in the Prospectus, will not be an "investment company" as defined in the
    Investment Company Act of 1940, as amended.

         (l) No consent, approval, authorization, filing with or order of any
    court or governmental agency or body is required in connection with the
    transactions contemplated herein, except such as have been obtained under
    the Securities Act and such as may be required under the blue sky laws of
    any jurisdiction in connection with the purchase and distribution of the
    Shares by the Underwriters in the manner contemplated herein and in the
    Prospectus.





                                        5


         (m) Neither the issue and sale of the Shares nor the consummation of
    any other of the transactions herein contemplated nor the fulfillment of the
    terms hereof will conflict with, result in a breach or violation of, or
    imposition of any lien, charge or encumbrance upon any property or assets of
    the Company or any of the Subsidiaries pursuant to (i) the Declaration of
    Trust, charter or by-laws, partnership agreements, operating agreements or
    other organizational documents of the Company or any of the Subsidiaries,
    (ii) the terms of any indenture, contract, lease, mortgage, deed of trust,
    note agreement, loan agreement or other agreement, obligation, condition,
    covenant or instrument to which the Company or any of the Subsidiaries is a
    party or bound or to which its or their property is subject, or (iii) any
    statute, law, rule, regulation, judgment, order or decree applicable to the
    Company or any of its Subsidiaries of any court, regulatory body,
    administrative agency, governmental body, arbitrator or other authority
    having jurisdiction over the Company or any of its Subsidiaries or any of
    its or their properties.

         (n) No holders of securities of the Company have rights to the
    registration of such securities under the Registration Statement.

         (o) The consolidated historical financial statements and schedules of
    the Company and its consolidated subsidiaries included in the Prospectus and
    the Registration Statement present fairly in all material respects the
    financial condition, results of operations and cash flows of the Company as
    of the dates and for the periods indicated, comply as to form with the
    applicable accounting requirements of the Act and have been prepared in
    conformity with generally accepted accounting principles applied on a
    consistent basis throughout the periods involved (except as otherwise noted
    therein). The selected financial data set forth under the caption "Selected
    Financial Information" in the Prospectus and Registration Statement fairly
    present, on the basis stated in the Prospectus and the Registration
    Statement, the information included therein.

         (p) There are no pro forma, as adjusted, reclassified, restated or
    other financial statements which are required to be included or incorporated
    in the Registration Statement and Prospectus in accordance with Regulation
    S-X under the Rules and Regulations, and which are not so included or
    incorporated therein.

         (q) No action, suit or proceeding by or before any court or
    governmental agency, authority or body or any arbitrator involving the
    Company, the Operating Partnership or any of the other Subsidiaries, or any
    of their respective partners, directors, trustees or officers in their
    capacity as such, or to which the Company, the Operating Partnership or any
    of the other Subsidiaries or its or their property is pending or, to the
    best knowledge of the Company and the Operating Partnership, threatened that
    (i) could reasonably be expected to have a material adverse effect on the
    performance of this Agreement or the consummation of any of the transactions
    contemplated hereby or (ii) could reasonably be expected to have a material
    adverse effect on the condition (financial or otherwise), prospects,
    earnings, business or properties of the Company and the Subsidiaries, taken
    as a whole, whether or not arising from transactions in the ordinary course
    of business, except as set forth in or contemplated in the Prospectus
    (exclusive of any supplement thereto).






                                        6


         (r) Each of the Company, the Operating Partnership and the Subsidiaries
    owns or leases all such properties as are necessary to the conduct of its
    operations as presently conducted. Each of the Company and the Operating
    Partnership (either directly or through a Subsidiary) has, and after giving
    effect to the transactions described in the Registration Statement and
    Prospectus will have, good and marketable and insurable title to all real
    property described in, or that secure indebtedness identified in, the
    Prospectus as being or to be owned by it, free and clear of all liens,
    claims, security interests or other encumbrances except such as are
    described in the Registration Statement and the Prospectus or in a document
    filed as an exhibit to, or incorporated by reference in, the Registration
    Statement and except those which do not and will not have a material adverse
    effect on the condition (financial or other), business, prospects,
    properties, net worth or results of operations of the Company and the
    Subsidiaries taken as a whole. All the property described in the Prospectus
    as being held under lease by each of the Company and the Subsidiaries is
    held by it under valid, subsisting and enforceable leases, other than those
    described in the Registration Statement and the Prospectus and those which
    do not and will not have a material adverse effect on the condition
    (financial or other), business, prospects, properties, net worth or results
    of operations of the Company and the Subsidiaries taken as a whole.

         (s) Neither the Company nor any Subsidiary is in violation or default
    of (i) any provision of its Declaration of Trust, charter or bylaws,
    partnership agreement, limited liability company agreement or other
    organizational documents, as applicable, (ii) the terms of any indenture,
    contract, lease, mortgage, deed of trust, note agreement, loan agreement or
    other agreement, obligation, condition, covenant or instrument to which it
    is a party or bound or to which its property is subject, or (iii) any
    statute, law, rule, regulation, judgment, order or decree of any court,
    regulatory body, administrative agency, governmental body, arbitrator or
    other authority having jurisdiction over the Company or such subsidiary or
    any of its properties, as applicable.

         (t) KPMG LLP, who has audited certain financial statements of the
    Company and its consolidated subsidiaries and delivered their report with
    respect to the audited consolidated financial statements and schedules
    incorporated by reference into the Prospectus, were independent public
    accountants during the periods covered by their report on the consolidated
    financial statements with respect to the Company within the meaning of the
    Securities Act and the Rules and Regulations. PriceWaterhouseCoopers LLP are
    independent public accountants with respect to the Company within the
    meaning of the Securities Act and the Rules and Regulations.

         (u) There are no transfer taxes or other similar fees or charges under
    Federal law or the laws of any state, or any political subdivision thereof,
    required to be paid in connection with the execution and delivery of this
    Agreement or the issuance by the Company or sale by the Company of the
    Shares.





                                        7



         (v) The Company has filed all foreign, federal, state and local tax
    returns that are required to be filed or has requested extensions thereof
    (except in any case in which the failure so to file would not have a
    material adverse effect on the condition (financial or otherwise),
    prospects, earnings, business or properties of the Company and the
    Subsidiaries, taken as a whole, whether or not arising from transactions in
    the ordinary course of business, except as set forth in or contemplated in
    the Prospectus (exclusive of any supplement thereto) and has paid all taxes
    required to be paid by it and any other assessment, fine or penalty levied
    against it, to the extent that any of the foregoing is due and payable,
    except for any such assessment, fine or penalty that is currently being
    contested in good faith or as would not have a material adverse effect on
    the condition (financial or otherwise), prospects, earnings, business or
    properties of the Company and the Subsidiaries, taken as a whole, whether or
    not arising from transactions in the ordinary course of business, except as
    set forth in or contemplated in the Prospectus (exclusive of any supplement
    thereto). The Company and the Subsidiaries are organized and operate in the
    manner described in the Registration Statement so that the Company meets the
    requirements for qualification as a real estate investment trust under
    Sections 856 through 860 of the Internal Revenue Code of 1986, as amended
    (the "Code"), and the rules and regulations thereunder as currently in
    effect. Each Subsidiary, including without limitation, the Operating
    Partnership, that is a partnership or limited liability company will be
    treated as a partnership, and not as an association taxable as a corporation
    or a publicly traded partnership, for federal income tax purposes, except
    for e-Tenants LLC, which has elected to be taxed as a corporation.

         (w) No labor problem or dispute with the employees of the Company or
    any of the Subsidiaries exists or is threatened or imminent, and the Company
    is not aware of any existing or imminent labor disturbance by the employees
    of any of its or its Subsidiaries' principal suppliers, contractors or
    customers, that could have a material adverse effect on the condition
    (financial or otherwise), prospects, earnings, business or properties of the
    Company and the Subsidiaries, taken as a whole, whether or not arising from
    transactions in the ordinary course of business, except as set forth in or
    contemplated in the Prospectus (exclusive of any supplement thereto) and has
    paid all taxes required to be paid by it and any other assessment, fine or
    penalty levied against it, to the extent that any of the foregoing is due
    and payable, except for any such assessment, fine or penalty that is
    currently being contested in good faith or as would not have a material
    adverse effect on the condition (financial or otherwise), prospects,
    earnings, business or properties of the Company and the Subsidiaries, taken
    as a whole, whether or not arising from transactions in the ordinary course
    of business, except as set forth in or contemplated in the Prospectus
    (exclusive of any supplement thereto).

         (x) The Company and each of the Subsidiaries are insured by insurers of
    recognized financial responsibility against such losses and risks and in
    such amounts as are prudent and customary in the businesses in which they
    are engaged; all policies of insurance insuring the Company or any of the
    Subsidiaries or their respective businesses, assets, employees, officers and
    directors are in full force and effect; the Company and the Subsidiaries are
    in compliance with the terms of such policies and instruments in all
    material respects; and there are no claims by the Company or any of the
    Subsidiaries under any such policy or instrument as to which any insurance
    company is denying liability or defending under a reservation of rights
    clause; neither the Company nor any such Subsidiary has been refused any
    insurance coverage sought or applied for; and neither the Company nor any
    such Subsidiary has any reason to believe that it will not be able to renew
    its existing insurance coverage as and when such coverage expires or to
    obtain similar coverage from similar insurers as may be necessary to
    continue its business at a cost that would not have a material adverse
    effect on the condition (financial or otherwise), prospects, earnings,
    business or properties of the Company and the Subsidiaries, taken as a
    whole, whether or not arising from transactions in the ordinary course of
    business, except as set forth in or contemplated in the Prospectus
    (exclusive of any supplement thereto).





                                        8


         (y) No consolidated Subsidiary is currently prohibited, directly or
    indirectly, from paying any dividends to the Company, from making any other
    distribution on such Subsidiary's capital stock or other equity, from
    repaying to the Company any loans or advances to such Subsidiary from the
    Company or from transferring any of such Subsidiary's property or assets to
    the Company or any other Subsidiary of the Company, except as described in
    or contemplated by the Prospectus (exclusive of any supplement thereto) and
    except that the Subsidiaries that are identified as "Joint Ventures" on
    Schedule I require the consent of the joint venture partners listed on
    Schedule I as a condition to making such payments or transfers and except
    that following an event of default under the loan documents encumbering the
    properties owned by a Subsidiary such Subsidiary may be prohibited from
    making distributions to the Company.

         (z) The Company and the Subsidiaries possess all licenses,
    certificates, permits and other authorizations issued by the appropriate
    federal, state or foreign regulatory authorities necessary to conduct their
    respective businesses, and neither the Company nor any such Subsidiary has
    received any notice of proceedings relating to the revocation or
    modification of any such certificate, authorization or permit which, singly
    or in the aggregate, if the subject of an unfavorable decision, ruling or
    finding, would have a material adverse effect on the condition (financial or
    otherwise), prospects, earnings, business or properties of the Company and
    the Subsidiaries, taken as a whole, whether or not arising from transactions
    in the ordinary course of business, except as set forth in or contemplated
    in the Prospectus (exclusive of any supplement thereto).

         (aa) The Company and each of the Subsidiaries maintain a system of
    internal accounting controls sufficient to provide reasonable assurance that
    (i) transactions are executed in accordance with management's general or
    specific authorizations; (ii) transactions are recorded as necessary to
    permit preparation of financial statements in conformity with generally
    accepted accounting principles and to maintain asset accountability; (iii)
    access to assets is permitted only in accordance with management's general
    or specific authorization; and (iv) the recorded accountability for assets
    is compared with the existing assets at reasonable intervals and appropriate
    action is taken with respect to any differences.

         (bb) The Company has not taken, directly or indirectly, any action
    designed to or that would constitute or that might reasonably be expected to
    cause or result in, under the Exchange Act or otherwise, stabilization or
    manipulation of the price of any security of the Company to facilitate the
    sale or resale of the Shares.






                                        9


         (cc) (i) The Company and the Subsidiaries are (A) in compliance with
    any and all applicable foreign, federal, state and local laws and
    regulations relating to the protection of human health and safety, the
    environment or hazardous or toxic substances or wastes, pollutants or
    contaminants ("Environmental Laws"), (B) have received and are in compliance
    with all permits, licenses or other approvals required of them under
    applicable Environmental Laws to conduct their respective businesses and (C)
    have not received notice of any actual or potential liability under any
    environmental law, except where such non-compliance with Environmental Laws,
    failure to receive required permits, licenses or other approvals, or
    liability would not, individually or in the aggregate, have a material
    adverse effect in the condition (financial or otherwise), prospects,
    earnings, business or properties of the Company and the Subsidiaries, taken
    as a whole, whether or not arising from transactions in the ordinary course
    of business, except as set forth in or contemplated in the Prospectus
    (exclusive of any supplement thereto). Except as set forth in the
    Prospectus, neither the Company nor any of the subsidiaries has been named
    as a "potentially responsible party" under the Comprehensive Environmental
    Response, Compensation, and Liability Act of 1980, as amended.

                  (ii) In the ordinary course of its business, the Company
         periodically reviews the effect of Environmental Laws on the business,
         operations and properties of the Company and the Subsidiaries, in the
         course of which it identifies and evaluates associated costs and
         liabilities (including, without limitation, any capital or operating
         expenditures required for clean-up, closure of properties or compliance
         with Environmental Laws, or any permit, license or approval, any
         related constraints on operating activities and any potential
         liabilities to third parties). On the basis of such review, the Company
         has reasonably concluded that such associated costs and liabilities
         would not, singly or in the aggregate, have a material adverse effect
         on the condition (financial or otherwise), prospects, earnings,
         business or properties of the Company and the Subsidiaries, taken as a
         whole, whether or not arising from transactions in the ordinary course
         of business, except as set forth in or contemplated in the Prospectus
         (exclusive of any supplement thereto).

         (dd) The minimum funding standard under Section 302 of the Employee
    Retirement Income Security Act of 1974, as amended, and the regulations and
    published interpretations thereunder ("ERISA"), has been satisfied by each
    "pension plan" (as defined in Section 3(2) of ERISA) which has been
    established or maintained by the Company and/or one or more of its
    subsidiaries, and the trust forming part of each such plan which is intended
    to be qualified under Section 401 of the Code is so qualified; each of the
    Company and its subsidiaries has fulfilled its obligations, if any, under
    Section 515 of ERISA; neither the Company nor any of its subsidiaries
    maintains or is required to contribute to a "welfare plan" (as defined in
    Section 3(1) of ERISA) which provides retiree or other post-employment
    welfare benefits or insurance coverage (other than "continuation coverage"
    (as defined in Section 602 of ERISA)); each pension plan and welfare plan
    established or maintained by the Company and/or one or more of its
    subsidiaries is in compliance in all material respects with the currently
    applicable provisions of ERISA; and neither the Company nor any of its
    subsidiaries has incurred or could reasonably be expected to incur any
    withdrawal liability under Section 4201 of ERISA, any liability under
    Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV
    of ERISA. The assets of the Company and the Subsidiaries do not, and as of
    the Closing Date will not, constitute "plan assets" under ERISA.






                                       10


                  (ee) There is and has been no failure on the part of the
    Company and any of the Company's directors or officers, in their capacities
    as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and
    the rules and regulations promulgated in connection therewith (the "Sarbanes
    Oxley Act"), including Section 402 related to loans and Sections 302 and 906
    related to certifications.

                  (ff) Neither the Company nor any of the Subsidiaries nor, to
    the knowledge of the Company and the Operating Partnership, any director,
    trustee, officer, agent, employee or affiliate of the Company or any of the
    Subsidiaries is aware of or has taken any action, directly or indirectly,
    that would result in a violation by such Persons of the FCPA, including,
    without limitation, making use of the mails or any means or instrumentality
    of interstate commerce corruptly in furtherance of an offer, payment,
    promise to pay or authorization of the payment of any money, or other
    property, gift, promise to give, or authorization of the giving of anything
    of value to any "foreign official" (as such term is defined in the FCPA) or
    any foreign political party or official thereof or any candidate for foreign
    political office, in contravention of the FCPA and the Company, its
    subsidiaries and, to the knowledge of the Company, its affiliates have
    conducted their businesses in compliance with the FCPA and have instituted
    and maintain policies and procedures designed to ensure, and which are
    reasonably expected to continue to ensure, continued compliance therewith.

                  "FCPA" means Foreign Corrupt Practices Act of 1977, as
    amended, and the rules and regulations thereunder.

                  (gg) The operations of the Company and the Subsidiaries are
    and have been conducted at all times in compliance with applicable financial
    recordkeeping and reporting requirements of the Currency and Foreign
    Transactions Reporting Act of 1970, as amended, the money laundering
    statutes of all jurisdictions, the rules and regulations thereunder and any
    related or similar rules, regulations or guidelines, issued, administered or
    enforced by any governmental agency (collectively, the "Money Laundering
    Laws") and no action, suit or proceeding by or before any court or
    governmental agency, authority or body or any arbitrator involving the
    Company or any of its subsidiaries with respect to the Money Laundering Laws
    is pending or, to the best knowledge of the Company, threatened.

                  (hh) Neither the Company nor any of the Subsidiaries nor, to
    the knowledge of the Company, any director, trustee, officer, agent,
    employee or affiliate of the Company or any of its subsidiaries is currently
    subject to any U.S. sanctions administered by the Office of Foreign Assets
    Control of the U.S. Treasury Department ("OFAC"); and the Company will not
    directly or indirectly use the proceeds of the offering, or lend, contribute
    or otherwise make available such proceeds to any subsidiary, joint venture
    partner or other person or entity, for the purpose of financing the
    activities of any person currently subject to any U.S. sanctions
    administered by OFAC.





                                       11


                  (ii) The Company and its Subsidiaries are organized and
    operate in a manner so as to enable the Company to qualify as a real estate
    investment trust (a "REIT") under Sections 856 through 860 of the Code and
    the rules and regulations thereunder as currently in effect, and the Company
    has elected to be taxed as a REIT under the Code commencing with the taxable
    year ending December 31, 1986. The Company intends to continue to qualify as
    a REIT for the foreseeable future.

                  (jj) The Registration Statement was exempt from filing with
    the National Association of Securities Dealers, Inc. pursuant to, and in
    full compliance with, Conduct Rule 2710(b)(7)(C).

                  (kk) Except as disclosed in the Registration Statement and the
    Prospectus, the Company (i) does not have any material lending or other
    relationship with any bank or lending affiliate of any Underwriter and (ii)
    does not intend to use any of the proceeds from the sale of the Shares
    hereunder to repay any outstanding debt owed to any affiliate of any
    Underwriter.

                  (ll) Subsequent to the respective dates as of which
    information is given in the Registration Statement and the Prospectus,
    except as set forth in the Registration Statement and the Prospectus, there
    has been no material adverse change or any development involving a
    prospective material adverse change in the business, prospects, properties,
    operations, condition (financial or other) or results of operations of the
    Company or any of its Subsidiaries, taken as a whole, whether or not arising
    from transactions in the ordinary course of business, and since the date of
    the latest balance sheet presented in the Registration Statement and the
    Prospectus, neither the Company nor any of the Subsidiaries has incurred or
    undertaken any liabilities or obligations, direct or contingent, which are
    material to the Company and the Subsidiaries, taken as a whole, except for
    liabilities or obligations which are reflected in (or in documents
    incorporated into) the Registration Statement and the Prospectus.

                  (mm) No relationship, direct or indirect, exists between or
    among any of the Company or any affiliate of the Company, on the one hand,
    and any director, officer, stockholder, customer or supplier of the Company
    or any affiliate of the Company, on the other hand, which is required by the
    Securities Act, the Exchange Act, and the Rules and Regulations to be
    described in the Registration Statement or the Prospectus which is not so
    described or is not described as required. There are no outstanding loans,
    advances (except normal advances for business expenses in the ordinary
    course of business) or guarantees of indebtedness by the Company to or for
    the benefit of any of the officers or directors of the Company or any of
    their respective family members, except as disclosed in (or in documents
    incorporated into) the Registration Statement and the Prospectus.

                  (nn) On or prior to the Closing Date, the Shares will be
    registered pursuant to Section 12(b) of the Exchange Act and will have been
    approved for listing, subject to notice of issuance, on the New York Stock
    Exchange, Inc. (the "NYSE"), and the Company has not taken and will not take
    any action designed to, or likely to have the effect of, terminating the
    registration of the Shares under the Exchange Act, nor has the Company
    received any notification that the Commission is contemplating terminating
    such registration.





                                       12


                  (oo) The statistical and market-related data, if any, included
    in the Prospectus are based on or derived from sources which the Company
    believes, in good faith, to be reliable and accurate.

                  (pp) The conditions for use of Form S-3 under the Securities
    Act, as set forth in the General Instructions thereto, have been satisfied.
    During the period of at least the last 24 calendar months prior to the date
    of this Agreement, the Company has timely filed with the Commission all
    documents and other material required to be filed pursuant to Sections 13,
    14 and 15(d) under the Exchange Act. During the period of at least the last
    36 calendar months preceding the filing of the Registration Statement, the
    Company has filed all reports required to be filed pursuant to Sections 13,
    14 and 15(d) under the Exchange Act. Immediately preceding the filing of the
    Registration Statement, the aggregate market value of the Company's voting
    stock held by non-affiliates of the Company was equal to or greater than
    $150 million.

                  (qq) The Company has not prior to the date hereof offered or
    sold any securities which would be "integrated" with the offer and sale of
    the Shares pursuant to the Registration Statement. Except as described in
    the Registration Statement and the Prospectus or in filings made by the
    Company with the Commission prior to the date hereof, the Company has not
    sold or issued any of its common shares, preferred shares, any other equity
    security of the Company or the Subsidiaries and any security convertible
    into, or exercisable or exchangeable for, any of its common shares,
    preferred shares or other such equity security during the six-month period
    preceding the date of the Prospectus, including but not limited to any sales
    pursuant to Rule 144A or Regulation D or S under the Securities Act, other
    than shares of Company common stock issued pursuant to employee benefit
    plans, qualified stock option plans or the employee compensation plans,
    pursuant to outstanding options, rights or warrants as described in the
    Prospectus.

                  Any certificate signed by any officer of the Company and
delivered to the Underwriters or counsel for the Underwriters in connection with
the offering of the Shares shall be deemed a representation and warranty by the
Company and by the Operating Partnership, as to matters covered thereby, to each
Underwriter.

                  2. Purchase and Sale. (a) Subject to the terms and conditions
and in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at a purchase price of
$24.0625 per share, the Firm Shares set forth opposite such Underwriter's name
in Schedule I hereto.

         (b)      Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants an
option to the several Underwriters to purchase, severally and not jointly, up to
300,000, in the aggregate Additional Shares at the same purchase price per share
as the Underwriters shall pay for the Firm Shares. Such option may be exercised





                                       13


only to cover over-allotments in the sale of the Firm Shares by the
Underwriters. Such option may be exercised in whole or in part at any time on or
before the 30th day after the date of the Prospectus upon written or telegraphic
notice by Bear Stearns to the Company setting forth the number of shares of the
Additional Shares as to which the several Underwriters are exercising the option
and the settlement date. In the event that the Underwriters exercise less than
their full over-allotment option, the number of Additional Shares to be sold by
the Company to each Underwriter shall be, as nearly as practicable, in the same
proportion as the maximum number of Additional Shares to be sold by the Company
and the number of Additional Shares to be sold. The number of Additional Shares
to be purchased by each Underwriter shall be the same percentage of the total
number of shares of the Additional Shares to be purchased by the several
Underwriters as such Underwriter is purchasing of the Firm Shares, subject to
such adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.

                  3. Delivery and Payment. Delivery of and payment for the Firm
Shares and the Additional Shares (if the option provided for in Section 2(b)
hereof shall have been exercised on or before the first Business Day (as defined
herein) prior to the Closing Date) shall be made at 10:00 AM, New York City
time, on December 30, 2003, or at such time on such later date not more than
three Business Days after the foregoing date as the Underwriters shall
designate, which date and time may be postponed by agreement among the
Underwriters and the Company or as provided in Section 10 hereof (such date and
time of delivery and payment for the Shares being herein called the "Closing
Date"). Delivery of the Shares shall be made to Bear Stearns for the respective
accounts of the several Underwriters against payment by the several Underwriters
through Bear Stearns of the purchase price of the Shares being sold by wire
transfer payable in same-day funds to the account specified by the Company.
Delivery of the Firm Shares and the Additional Shares shall be made through the
facilities of The Depository Trust Company unless Bear Stearns shall otherwise
instruct.

                  If the option provided for in Section 2(b) hereof is exercised
after the first Business Day prior to the Closing Date, the Company will deliver
the Additional Shares (at the expense of the Company) to Bear Stearns, at 383
Madison Avenue, New York, New York, on the date specified by Bear Stearns (which
shall be within three Business Days after exercise of such option) for the
respective accounts of the several Underwriters, against payment by the several
Underwriters through Bear Stearns of the purchase price thereof by wire transfer
payable in same-day funds to the account specified by the Company. If settlement
for the Additional Shares occurs after the Closing Date, the Company will
deliver to the Representatives on the settlement date for the Additional Shares
and the obligation of the Underwriters to purchase the Additional Shares shall
be conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 hereof.

                  4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Shares for sale to the public as set forth in
the Prospectus.

                  5. Agreements. The Company agrees with the several
Underwriters that:

                  (a) The Company will cause the Prospectus Supplement to be
         filed as required by Section 1(a) hereof (but only if the Underwriters
         or Underwriter' Counsel have not reasonably objected thereto by notice
         to the Company after having been furnished a copy a reasonable time
         prior to filing) and will notify the Underwriters promptly of such
         filing.





                                       14


                  (b) The Company will notify you (and, if requested by you,
         will confirm such notice in writing) of (i) any request by the
         Commission for any amendment of or supplement to the Registration
         Statement or the Prospectus or for any additional information, (ii) the
         mailing or the delivery to the Commission for filing of any amendment
         of or supplement to the Registration Statement or the Prospectus, (iii)
         the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or any post-effective
         amendment thereto or of the initiation, or the threatening, of any
         proceedings therefor, (iv) the receipt of any comments from the
         Commission, and (v) the receipt by the Company of any notification with
         respect to the suspension of the qualification of the Shares for sale
         in any jurisdiction or the initiation or threatening of any proceeding
         for that purpose. If the Commission shall propose or enter a stop order
         at any time, the Company will make every reasonable effort to prevent
         the issuance of any such stop order and, if issued, to obtain the
         lifting of such order as soon as possible. The Company will prepare and
         file with the Commission, promptly upon the Underwriters' request, any
         amendments or supplements to the Registration Statement or the
         Prospectus that, in the Underwriters' opinion, may be necessary or
         advisable in connection with the Underwriters' distribution of the
         Shares; and the Company will not file any amendment to the Registration
         Statement or any amendment of or supplement to the Prospectus (other
         than any prospectus supplement relating to the offering of other
         securities registered under the Registration Statement or any document
         required to be filed under the Exchange Act that upon filing is deemed
         to be incorporated by reference therein) that differs from the
         prospectus on file at the time of the effectiveness of the Registration
         Statement before or after the effective date of the Registration
         Statement to which you shall reasonably object in writing after being
         timely furnished in advance a copy thereof.

                  (c) The Company shall comply with the Securities Act, the
         Exchange Act and the Rules and Regulations to permit completion of the
         distribution as contemplated in this Agreement, the Registration
         Statement and the Prospectus. If at any time when a prospectus relating
         to the Shares is required to be delivered under the Securities Act or
         the Exchange Act any event shall have occurred as a result of which the
         Prospectus as then amended or supplemented would, in the judgment of
         the Underwriters or the Company, include an untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading, or if it
         shall be necessary at any time to amend or supplement the Prospectus or
         Registration Statement to comply with the Securities Act or the
         Exchange Act or the Rules and Regulations, the Company will notify you
         promptly and prepare and file with the Commission an appropriate
         amendment or supplement (at the expense of the Company and in form and
         substance satisfactory to you) which will correct such statement or
         omission and will use its best efforts to have any amendment to the
         Registration Statement declared effective as soon as possible.






                                       15


                  (d) As soon as practicable, the Company will make generally
         available to its security holders and to the Underwriters an earnings
         statement or statements of the Company and the Subsidiaries which will
         satisfy the provisions of Section 11(a) of the Act and Rule 158 under
         the Act.

                  (e) The Company consents to the use and delivery of the
         Preliminary Prospectus by the Underwriters in accordance with Section
         5(b) of the Securities Act.

                  (f) The Company will furnish to the Representatives and
         counsel for the Underwriters, without charge, signed copies of the
         Registration Statement (including exhibits thereto) and to each other
         Underwriter a copy of the Registration Statement (without exhibits)
         and, so long as delivery of a prospectus by an Underwriter or a dealer
         may be required by the Act, as many copies of each Preliminary
         Prospectus and the Prospectus and any supplement thereto as the
         Representatives may reasonably request. The Company will pay the
         expenses of printing or other production of all documents relating to
         the offering.

                  (g) During the period of two years from the effective date of
         the Registration Statement, to furnish to you copies of all reports or
         other communications (financial or other) furnished to security
         holders, and the Company will deliver to you (i) as soon as practicable
         after the filing thereof, copies of any reports and financial
         statements furnished to or filed with the Commission or any national
         securities exchange on which any class of securities of the Company are
         listed (but only to the extent such reports and financial statements
         are not publicly available on EDGAR); and (ii) such additional
         information concerning the business and financial condition of the
         Company as you may from time to time reasonably request; provided,
         however, in the case of clause (ii), that to the extent that the
         furnishing of such information to you would, in the reasonable judgment
         of the Company, require the Company to make public disclosure thereof
         pursuant to Regulation FD under the Exchange Act, you shall execute and
         deliver to the Company a confidentiality agreement in form and
         substance reasonably satisfactory to the Company as a precondition to
         receipt of the requested information.

                  (h) The Company will arrange, if necessary, for the
         qualification of the Shares for sale under the laws of such
         jurisdictions as the Underwriters may designate, will maintain such
         qualifications in effect so long as required for the distribution of
         the Shares and will pay any fee of the National Association of
         Securities Dealers, Inc., in connection with its review of the
         offering; provided that in no event shall the Company be obligated to
         qualify to do business in any jurisdiction where it is not now so
         qualified or to take any action that would subject it to service of
         process in suits, other than those arising out of the offering or sale
         of the Shares, in any jurisdiction where it is not now so subject.

                  (i) The Company will apply the net proceeds from the sale of
         the Shares as set forth under "Use of Proceeds" in the Prospectus.

                  (j) The Company, during the period when the Prospectus is
         required to be delivered under the Securities Act or the Exchange Act,
         will file all documents required to be filed with the Commission
         pursuant to the Securities Act, the Exchange Act and the Rules and
         Regulations within the time periods required thereby.






                                       16


                  (k) The Company will comply with all applicable securities and
         other applicable laws, rules and regulations, including, without
         limitation, the Sarbanes Oxley Act, and will use its best efforts to
         cause the Company's trustees and officers, in their capacities as such,
         to comply with such laws, rules and regulations, including, without
         limitation, the provisions of the Sarbanes Oxley Act.

                  (l) The Company will not take, directly or indirectly, any
         action designed to or that would constitute or that might reasonably be
         expected to cause or result in, under the Exchange Act or otherwise,
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Shares.

                  (m) The Company will not be or become, at any time prior to
         the expiration of three years after the date of the Agreement, an
         "investment company," as such term is defined in the Investment Company
         Act.

                  (n) The Company will use its best efforts to continue to meet
         the requirements to qualify as a "real estate investment trust" under
         the Code for each of its taxable years for so long as the Board of
         Trustees of the Company deems it in the best interests of the Company's
         stockholders to remain so qualified.

                  (o) For a period commencing on the date hereof and ending 30
         days following the Closing Date, without the prior written consent of
         Bear Stearns, the Company shall not authorize or effect the sale or
         issuance, or agree to sell or issue, any shares of Series C Preferred
         Shares or any parity or senior equity securities with respect to the
         Series C Preferred Shares (as to dividend rights, or rights upon
         liquidation, dissolution or winding up), except for the sales to the
         Underwriters pursuant to this Agreement.

                  (p) Whether or not the transactions contemplated in this
         Agreement are consummated or this Agreement is terminated, the Company
         hereby agrees to pay all costs and expenses incident to the performance
         of the obligations of the Company hereunder, including the following:
         (i) the fees, disbursements and expenses of the Company's counsel and
         accountants in connection with the registration of the Shares under the
         Securities Act and all other expenses in connection with the
         preparation, printing and filing of the Registration Statement, any
         Preliminary Prospectus and the Prospectus and amendments and
         supplements thereto and the mailing and delivering of copies thereof to
         the Underwriters and dealers; (ii) the cost of producing any Agreement
         among Underwriters, this Agreement, any Blue Sky Memoranda, closing
         documents (including any compilations thereof) and any other documents
         in connection with the offering, purchase, sale and delivery of the
         Shares; (iii) all expenses in connection with the qualification of the
         Shares for offering and sale under state securities laws, including the
         fees and disbursements of counsel for the Underwriters in connection
         with such qualification and in connection with any Blue Sky survey;
         (iv) all fees and expenses in connection with listing the Shares on the
         NYSE; (v) all travel expenses of the Company's officers and employees
         and any other expense of the Company incurred in connection with





                                       17


         attending or hosting meetings with prospective purchasers of the Shares
         (other than as shall have been specifically approved by the
         Underwriters in writing to be paid for by the Underwriters); (vi) any
         stock transfer taxes incurred in connection with this Agreement or the
         Offering; and (vii) the filing fees incident to, and the fees and
         disbursements of counsel for the Underwriters in connection with,
         securing any required review by the National Association of Securities
         Dealers, Inc. (the "NASD") of the terms of the sale of the Shares, if
         any. The Company also will pay or cause to be paid: (i) the cost of
         preparing stock certificates representing the Shares; (ii) the cost and
         charges of any transfer agent or registrar for the Shares; and (iii)
         all other costs and expenses incident to the performance of its
         obligations hereunder which are not otherwise specifically provided for
         in this paragraph.

                  6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Firm Shares and the Additional
Shares, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company and the Operating
Partnership contained herein as of the Execution Time, the Closing Date and any
settlement date pursuant to Section 3 hereof, to the accuracy of the statements
of the Company and the Operating Partnership made in any certificates pursuant
to the provisions hereof, to the performance by the Company and the Operating
Partnership of their respective obligations hereunder and to the following
additional conditions:

                  (a) If, at the time this Agreement is executed and delivered,
         it is necessary for a post-effective amendment to the Registration
         Statement to be declared effective before the Offering may commence,
         such post-effective amendment shall have become effective not later
         than 5:30 P.M., New York time, on the date of this Agreement, or at
         such later time and date as shall have been consented to in writing by
         you; at the Closing Date, the Shares shall have been approved for
         listing on the NYSE upon official notice of issuance; the Prospectus
         containing information relating to the description of the Shares and
         the method of distribution and similar matters shall have been filed
         with the Commission pursuant to Rule 424(b) in a timely fashion in
         accordance with Section 4(a) hereof; and, at or prior to the Closing
         Date, no stop order suspending the effectiveness of the Registration
         Statement or any post-effective amendment thereof shall have been
         issued and no proceedings therefor shall have been initiated or
         threatened by the Commission, nor shall any state securities authority
         have suspended the qualification or registration of the Shares for
         offering or sale in any jurisdiction and any request of the Commission
         for additional information (to be included in the Registration
         Statement or the Prospectus or otherwise) shall have been complied with
         to the satisfaction of the Underwriters and the Underwriters' Counsel.

                  (b) The Underwriters shall not have advised the Company that
         the Registration Statement or any amendment thereto contains an untrue
         statement of fact that in the opinion of the Underwriters or the
         Underwriters' Counsel is material or omits to state a material fact
         that in the opinion of the Underwriters or the Underwriters' Counsel is
         required to be stated therein or is necessary to make the statements
         therein not misleading, or that the Prospectus, or any amendment or
         supplement thereto, contains an untrue statement of fact that in the
         opinion of the Underwriters or the Underwriters' counsel is material or
         omits to state a material fact that in the opinion of the Underwriters
         or the Underwriters' counsel is material and is required to be stated
         therein or necessary, in the light of the circumstances under which
         they were made, to make the statements therein not misleading.






                                       18


                  (c) The Company shall have requested and caused Pepper
         Hamilton LLP, counsel for the Company, to have furnished to Bear
         Stearns, as lead manager, their opinion dated the Closing Date and
         addressed to the Underwriters to the effect set forth in Exhibit A
         attached hereto. In rendering such opinion, such counsel may rely (A)
         as to matters involving the application of laws of any jurisdiction
         other than the States of Pennsylvania, Maryland and Delaware or the
         Federal laws of the United States, to the extent they deem proper and
         specified in such opinion, upon the opinion of other counsel of good
         standing whom they believe to be reliable and who are satisfactory to
         counsel for the Underwriters and (B) as to matters of fact, to the
         extent they deem proper, on certificates of responsible officers of the
         Company and public officials. References to the Prospectus in this
         paragraph (b) shall also include any supplements thereto at the Closing
         Date.

                  (d) Bear Stearns, as lead manager, shall have received from
         Paul, Hastings, Janofsky & Walker LLP, counsel for the Underwriters,
         such opinion or opinions, dated the Closing Date and addressed to the
         Underwriters, with respect to the issuance and sale of the Shares, the
         Registration Statement, the Prospectus (together with any supplement
         thereto) and other related matters as Bear Stearns may reasonably
         require, and the Company shall have furnished to such counsel such
         documents as they request for the purpose of enabling them to pass upon
         such matters.

                  (e) The Company shall have furnished to the Representatives a
         certificate of the Company, signed by the President and Chief Executive
         Officer and the principal financial or accounting officer of the
         Company, dated the Closing Date, to the effect that the signers of such
         certificate have carefully examined the Registration Statement, the
         Prospectus, any supplements to the Prospectus and this Agreement and
         that:

                      (i) the representations and warranties of the Company in
                  this Agreement are true and correct on and as of the Closing
                  Date with the same effect as if made on the Closing Date and
                  the Company has complied with all the agreements and satisfied
                  all the conditions on its part to be performed or satisfied at
                  or prior to the Closing Date;

                      (ii) no stop order suspending the effectiveness of the
                  Registration Statement has been issued and no proceedings for
                  that purpose have been instituted or, to the Company's
                  knowledge, threatened; and

                      (iii) since the date of the most recent financial
                  statements included or incorporated by reference in the
                  Prospectus (exclusive of any supplement thereto), there has
                  been no material adverse effect on the condition (financial or
                  otherwise), prospects, earnings, business or properties of the
                  Company and its Subsidiaries, taken as a whole, whether or not
                  arising from transactions in the ordinary course of business,
                  except as set forth in or contemplated in the Prospectus
                  (exclusive of any supplement thereto).





                                       19


                  (f) The Company shall have requested and caused KPMG LLP and
         PriceWaterhouseCoopers LLP ("PWC") to have furnished to the
         Underwriters, at the Execution Time and at the Closing Date, letters,
         dated respectively as of the Execution Time and as of the Closing Date,
         in form and substance satisfactory to Bear Stearns.

                  (g) Subsequent to the Execution Time or, if earlier, the dates
         as of which information is given in the Registration Statement
         (exclusive of any amendment thereof) and the Prospectus (exclusive of
         any supplement thereto), there shall not have been (i) any change or
         decrease specified in the letters referred to in paragraph (f) of this
         Section 6 or (ii) any change, or any development involving a
         prospective change, in or affecting the condition (financial or
         otherwise), earnings, business or properties of the Company and the
         Subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement thereto)
         the effect of which, in any case referred to in clause (i) or (ii)
         above, is, in the sole judgment of Bear Stearns, so material and
         adverse as to make it impractical or inadvisable to proceed with the
         offering or delivery of the shares as contemplated by the Registration
         Statement (exclusive of any amendment thereof) and the Prospectus
         (exclusive of any supplement thereto).

                  (h) Prior to the Closing Date, the Company shall have
         furnished to the Underwriters such further information, certificates
         and documents as the Representatives may reasonably request.

                  (i) Subsequent to the Execution Time, there shall not have
         been any decrease in the rating of any of the Company's debt securities
         by any "nationally recognized statistical rating organization" (as
         defined for purposes of Rule 436(g) under the Act) or any notice given
         of any intended or potential decrease in any such rating or of a
         possible change in any such rating that does not indicate the direction
         of the possible change.

                  (j) The Securities shall have been listed and admitted and
         authorized for trading on the New York Stock Exchange, and satisfactory
         evidence of such actions shall have been provided to the Underwriters.

                  (k) The Company shall have complied with the provisions of
         Section 4(d) hereof with respect to the furnishing of Prospectuses.

                  (l) Prior to the Closing Date, the Company shall have duly
         filed the Articles Supplementary with the State Department of
         Assessments and Taxation of Maryland.

                  If any of the conditions specified in this Section 6 shall not
have been fulfilled when and as provided in this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this Agreement shall
not be reasonably satisfactory in form and substance to Bear Stearns and counsel
for the Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be canceled at, or at any time prior to, the Closing Date by Bear
Stearns. Notice of such cancellation shall be given to the Company in writing or
by telephone or facsimile confirmed in writing.





                                       20


                  The documents required to be delivered by this Section 6 shall
be delivered at the office of Paul, Hastings, Janofsky & Walker LLP, counsel for
the Underwriters, at 75 East 55th Street, New York, New York 10022, on the
Closing Date.

                  7. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by the Underwriters, the Company will reimburse the Underwriters
severally through Bear Stearns on demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Shares.

                  8. Indemnification and Contribution. (a) The Company and the
Operating Partnership jointly and severally agree to indemnify and hold harmless
each Underwriter, the directors, officers, employees and agents of each
Underwriter and each person who controls any Underwriter within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Securities Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the Shares
as originally filed or in any amendment thereof, or in any Preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company and the Operating
Partnership will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by the Underwriters specifically for inclusion therein. This
indemnity agreement will be in addition to any liability which the Company and
the Operating Partnership may otherwise have.

                  (b) Each Underwriter severally and not jointly agrees to
         indemnify and hold harmless the Company, each of its trustees, each of
         its officers who signs the Registration Statement, and each person who
         controls the Company within the meaning of either the Act or the
         Exchange Act to the same extent as the foregoing indemnity to each
         Underwriter, but only with reference to written information relating to
         such Underwriter furnished to the Company by or on behalf of such
         Underwriter through the Representatives specifically for inclusion in
         the documents referred to in the foregoing indemnity. This indemnity
         agreement will be in addition to any liability which any Underwriter




                                       21


         may otherwise have. The Company acknowledges that the statements set
         forth on the cover page regarding delivery of the Shares and, under the
         heading "Underwriting," the paragraph related to stabilization,
         syndicate covering transactions and penalty bids in any Preliminary
         Prospectus and the Prospectus constitute the only information furnished
         in writing by or on behalf of the Underwriters for inclusion in any
         Preliminary Prospectus or the Prospectus.

                  (c) Promptly after receipt by an indemnified party under this
         Section 8 of notice of the commencement of any action, such indemnified
         party will, if a claim in respect thereof is to be made against the
         indemnifying party under this Section 8, notify the indemnifying party
         in writing of the commencement thereof; but the failure so to notify
         the indemnifying party (i) will not relieve it from liability under
         paragraph (a) or (b) above unless and to the extent it did not
         otherwise learn of such action and such failure results in the
         forfeiture by the indemnifying party of substantial rights and defenses
         and (ii) will not, in any event, relieve the indemnifying party from
         any obligations to any indemnified party other than the indemnification
         obligation provided in paragraph (a) or (b) above. The indemnifying
         party shall be entitled to appoint counsel of the indemnifying party's
         choice at the indemnifying party's expense to represent the indemnified
         party in any action for which indemnification is sought (in which case
         the indemnifying party shall not thereafter be responsible for the fees
         and expenses of any separate counsel retained by the indemnified party
         or parties except as set forth below); provided, however, that such
         counsel shall be satisfactory to the indemnified party. Notwithstanding
         the indemnifying party's election to appoint counsel to represent the
         indemnified party in an action, the indemnified party shall have the
         right to employ separate counsel (including local counsel), and the
         indemnifying party shall bear the reasonable fees, costs and expenses
         of such separate counsel if (i) the use of counsel chosen by the
         indemnifying party to represent the indemnified party would present
         such counsel with a conflict of interest, (ii) the actual or potential
         defendants in, or targets of, any such action include both the
         indemnified party and the indemnifying party and the indemnified party
         shall have reasonably concluded that there may be legal defenses
         available to it and/or other indemnified parties which are different
         from or additional to those available to the indemnifying party, (iii)
         the indemnifying party shall not have employed counsel satisfactory to
         the indemnified party to represent the indemnified party within a
         reasonable time after notice of the institution of such action or (iv)
         the indemnifying party shall authorize the indemnified party to employ
         separate counsel at the expense of the indemnifying party. An
         indemnifying party will not, without the prior written consent of the
         indemnified parties, settle or compromise or consent to the entry of
         any judgment with respect to any pending or threatened claim, action,
         suit or proceeding in respect of which indemnification or contribution
         may be sought hereunder (whether or not the indemnified parties are
         actual or potential parties to such claim or action) unless such
         settlement, compromise or consent includes an unconditional release of
         each indemnified party from all liability arising out of such claim,
         action, suit or proceeding.





                                       22


                  (d) In the event that the indemnity provided in paragraph (a),
         (b) or (c) of this Section 8 is unavailable to or insufficient to hold
         harmless an indemnified party for any reason, the Company and the
         Operating Partnership, jointly and severally, and the Underwriters
         severally agree to contribute to the aggregate losses, claims, damages
         and liabilities (including legal or other expenses reasonably incurred
         in connection with investigating or defending same) (collectively
         "Losses") to which the Company, the Operating Partnership and the
         Underwriters, may be subject in such proportion as is appropriate to
         reflect the relative benefits received by the Company and the Operating
         Partnership on the one hand, and by the Underwriters on the other from
         the offering of the Shares; provided, however, that in no case shall
         (i) any Underwriter (except as may be provided in any agreement among
         underwriters relating to the offering of the Shares) be responsible for
         any amount in excess of the underwriting discount or commission
         applicable to the Shares purchased by such Underwriter hereunder. If
         the allocation provided by the immediately preceding sentence is
         unavailable for any reason, the Company and the Operating Partnership,
         jointly and severally, and the Underwriters severally shall contribute
         in such proportion as is appropriate to reflect not only such relative
         benefits but also the relative fault of the Company and the Operating
         Partnership on the one hand and of the Underwriters, on the other in
         connection with the statements or omissions which resulted in such
         Losses as well as any other relevant equitable considerations. Benefits
         received by the Company and the Operating Partnership shall be deemed
         to be equal to the total net proceeds from the Offering (before
         deducting expenses) received by it, and benefits received by the
         Underwriters shall be deemed to be equal to the total underwriting
         discounts and commissions, in each case as set forth on the cover page
         of the Prospectus. Relative fault shall be determined by reference to,
         among other things, whether any untrue or any alleged untrue statement
         of a material fact or the omission or alleged omission to state a
         material fact relates to information provided by the Company and the
         Operating Partnership on the one hand or the Underwriters on the other,
         the intent of the parties and their relative knowledge, access to
         information and opportunity to correct or prevent such untrue statement
         or omission. The Company and the Operating Partnership and the
         Underwriters agree that it would not be just and equitable if
         contribution were determined by pro rata allocation or any other method
         of allocation which does not take account of the equitable
         considerations referred to above. Notwithstanding the provisions of
         this paragraph (d), no person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act) shall be
         entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation. For purposes of this Section 8, each
         person who controls an Underwriter within the meaning of either the
         Securities Act or the Exchange Act and each director, officer, employee
         and agent of an Underwriter shall have the same rights to contribution
         as such Underwriter, and each person who controls the Company within
         the meaning of either the Securities Act or the Exchange Act, each
         officer of the Company who shall have signed the Registration Statement
         and each trustee of the Company shall have the same rights to
         contribution as the Company, subject in each case to the applicable
         terms and conditions of this paragraph (d).





                                       23


                  9. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Shares agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Shares set forth
opposite their names in Schedule I hereto bears to the aggregate amount of
Shares set forth opposite the names of all the remaining Underwriters) the
Shares which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Shares which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Shares set forth in
Schedule I hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Shares, and
if such nondefaulting Underwriters do not purchase all the Shares, this
Agreement will terminate without liability to any nondefaulting Underwriter, the
Operating Partnership or the Company. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be postponed
for such period, not exceeding five Business Days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company, the Operating Partnership and any
nondefaulting Underwriter for damages occasioned by its default hereunder.

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of Bear Stearns, by notice given to the
Company prior to delivery of and payment for the Shares if at any time prior to
such time (A) there has been, since the time of execution of this Agreement or
since the respective dates as of which information is given in the Prospectus,
any material adverse change in the condition, financial or otherwise, or in the
earnings business affairs or business prospects of the Company; or (B) any
domestic or international event or act or occurrence has materially disrupted,
or in your opinion will in the immediate future materially disrupt, the market
for the Company's securities or securities in general; or (C) if trading in any
securities of the Company has been suspended or materially limited by the
Commission or the NYSE, or if trading on the NYSE shall have been suspended, or
minimum or maximum prices for trading shall have been fixed, or maximum ranges
for prices for securities shall have been required, by the NYSE or by order of
the Commission or any other governmental authority having jurisdiction; or (D)
if a banking moratorium has been declared by any state or federal authority or
if any new restriction materially adversely affecting the distribution of the
Firm Shares or the Additional Shares, as the case may be, shall have become
effective or if a material disruption in commercial banking or securities
settlement or clearance services shall have occurred; or (E) (i) there has
occurred any outbreak or escalation of hostilities or acts of terrorism
involving the United States or there is a declaration of a national emergency or
war by the United States or (ii) there shall have been any other such calamity
or crisis or any change in political, financial or economic conditions, if the
effect of any such event in (i) or (ii) as in your judgment makes it
impracticable or inadvisable to proceed with the offering, sale and delivery of
the Firm Shares or the Additional Shares, as the case may be, on the terms and
in the manner contemplated by the Prospectus.

                  11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities, contribution agreements
and other statements of the Company or the Operating Partnership or its officers
or partners and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter, the Operating Partnership or the
Company or any of the officers, directors, trustees, employees, agents or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Shares. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.




                                       24


                  12. Notices. Notices. All communications hereunder, except as
may be otherwise specifically provided herein, shall be in writing, and:

                  (a) if sent to any Underwriter, shall be mailed, delivered, or
         faxed and confirmed in writing, to such Underwriter c/o Bear, Stearns &
         Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention:
         Equity Capital Markets, with a copy to Paul, Hastings, Janofsky &
         Walker LLP, 75 East 55th Street, New York, New York 10022, Attention:
         Luke P. Iovine, III, Esq.;

                  (b) if sent to the Company, shall be mailed, delivered, or
         faxed and confirmed in writing to such party c/o Brandywine Realty
         Trust, 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania
         19462, attention of the Legal Department, with a copy to Pepper
         Hamilton LLP, 3000 Two Logan Square, 18th and Arch Streets,
         Philadelphia, Pennsylvania, 19103, Attention: Michael Friedman, Esq.

provided, however, that any notice to an Underwriter pursuant to Section 8 shall
be delivered or sent by mail or facsimile transmission to such Underwriter at
its address set forth in its acceptance facsimile to you, which address will be
supplied to any other party hereto by you upon request. Any such statements,
requests, notices or agreements shall take effect at the time of receipt
thereof.

                  13. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers, directors, trustees, employees, agents and controlling persons
referred to in Section 8 hereof, and no other person will have any right or
obligation hereunder.

                  14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

                  15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

                  16. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  17. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

                  "Business Day" shall mean any day other than a Saturday, a
         Sunday or a legal holiday or a day on which banking institutions or
         trust companies are authorized or obligated by law to close in New York
         City.

                  "Commission" shall mean the Securities and Exchange
         Commission.




                                       25


                  "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or become
         effective.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended, and the rules and regulations of the Commission promulgated
         thereunder.

                  "Execution Time" shall mean the date and time that this
         Agreement is executed and delivered by the parties hereto.

                  "Preliminary Prospectus" shall mean any preliminary prospectus
         referred to in paragraph 1(i)(a) above and any preliminary prospectus
         included in the Registration Statement at the Effective Date that omits
         Rule 430A Information.

                  "Prospectus" shall mean the prospectus relating to the Shares
         that is first filed pursuant to Rule 424(b) after the Execution Time
         or, if no filing pursuant to Rule 424(b) is required, shall mean the
         form of final prospectus relating to the Shares included in the
         Registration Statement at the Effective Date.

                  "Registration Statement" shall mean the registration statement
         referred to in paragraph 1(i)(a) above, including exhibits and
         financial statements, as amended at the Execution Time (or, if not
         effective at the Execution Time, in the form in which it shall become
         effective) and, in the event any post-effective amendment thereto or
         any Rule 462(b) Registration Statement becomes effective prior to the
         Closing Date, shall also mean such registration statement as so amended
         or such Rule 462(b) Registration Statement, as the case may be. Such
         term shall include any Rule 430A Information deemed to be included
         therein at the Effective Date as provided by Rule 430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such rules
         under the Act.

                  "Rule 430A Information" shall mean information with respect to
         the Shares and the offering thereof permitted to be omitted from the
         Registration Statement when it becomes effective pursuant to Rule 430A.

                  "Rule 462(b) Registration Statement" shall mean a registration
         statement and any amendments thereto filed pursuant to Rule 462(b)
         relating to the offering covered by the registration statement referred
         to in Section 1(a) hereof.

                  "Securities Act" shall mean the Securities Act of 1933, as
         amended, and the rules and regulations of the Commission promulgated
         thereunder.

                                   * * * * * *


                                       26



                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Operating Partnership and the several Underwriters.


                                Very truly yours,


                                BRANDYWINE REALTY TRUST


                                By:_____________________________________________
                                   Name:  Gerard H. Sweeney
                                   Title: President and Chief Executive Officer


                                BRANDYWINE OPERATING
                                PARTNERSHIP, L.P.

                                By: Brandywine Realty Trust, its general partner


                                By:_____________________________________________
                                   Name:  Gerard H. Sweeney
                                   Title: President and Chief Executive Officer

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

BEAR, STEARNS & CO. INC.




By:________________________________
   Name:  Tim O'Neill
   Title: Senior Managing Director













                                   SCHEDULE I
                                   ----------


- ------------------------------------------------------------ ---------------------------------------------------------
Underwriter                                                  Number of Underwritten Shares
- -----------                                                  -----------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
                                                          
Bear, Stearns & Co. Inc.                                     2,000,000
- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------




































                                   SCHEDULE II
                                   -----------

                             BRANDYWINE REALTY TRUST
                                  SUBSIDIARIES


- -------------------------------------------- -----------------------------------------------
             LIMITED PARTNERSHIP                              PARTNERS
                 SUBSIDIARIES                             (Capital/Profits)
- -------------------------------------------- -----------------------------------------------
                                          
AAPOP 1, L.P., a Delaware limited            AAP Sub One, Inc.-- GP - 1%
partnership
                                             Atlantic American Properties Trust-- GP - 98%
                                             and LP - 1%

- -------------------------------------------- -----------------------------------------------
AAPOP 2, L.P., a Delaware limited            Brandywine Witmer, L.L.C.-- GP - 0.5%
partnership
                                             Witmer Operating Partnership I, L.P. -- GP -
                                             98.5% and LP - 1%

- -------------------------------------------- -----------------------------------------------
Brandywine Ambassador, L.P., a               Brandywine Ambassador, L.L.C. - GP-1%
Pennsylvania limited partnership
                                             BOP - LP 99%

- -------------------------------------------- -----------------------------------------------
Brandywine Central, L.P., a Pennsylvania     Brandywine F.C., LP-- GP. - 98%
limited partnership
                                             BTRS, Inc. -- LP. - 2%

- -------------------------------------------- -----------------------------------------------
Brandywine Cira, L.P., a Pennsylvania        BOP -- LP 99%
limited partnership
                                             Brandywine Cira, LLC -- GP -- 1%

- -------------------------------------------- -----------------------------------------------
Brandywine Croton, L.P., a Pennsylvania      Brandywine Grande B, L.P.
limited partnership
                                             LP - 99%

                                             Brandywine Croton, LLC - GP-1%

- -------------------------------------------- -----------------------------------------------
Brandywine Dominion, L.P., a Pennsylvania    Brandywine Dominion, LLC-- GP - 1%
limited partnership
                                             BOP(1)  -- LP - 99%

- -------------------------------------------- -----------------------------------------------
Brandywine F.C., L.P., a Pennsylvania        Brandywine F.C., L.L.C.-- GP - 1%
limited partnership
                                             BOP-- LP-- 99%

- -------------------------------------------- -----------------------------------------------
Brandywine Grande B, L.P., a Delaware        Brandywine Grande B Corp.-- GP - 1%
limited partnership
                                             BOP-- LP - 99%

- -------------------------------------------- -----------------------------------------------














- -------------------------------------------- -----------------------------------------------
             LIMITED PARTNERSHIP                              PARTNERS
                 SUBSIDIARIES                             (Capital/Profits)
- -------------------------------------------- -----------------------------------------------
                                          
Brandywine Grande C, L.P., a Delaware        Brandywine Grande C Corp. - GP 1%
limited partnership
                                             BOP - LP - 99%

- -------------------------------------------- -----------------------------------------------
Brandywine I.S., L.P., a Pennsylvania        Brandywine I.S., LLC-- GP - 1%
limited partnership
                                             BOP-- LP 99%

- -------------------------------------------- -----------------------------------------------
Brandywine Metroplex, L.P., a Pennsylvania   Brandywine Metroplex, LLC - GP - 1%
limited partnership
                                             BOP - LP - 99%

- -------------------------------------------- -----------------------------------------------
Brandywine Norriton, L.P., a Pennsylvania    Brandywine Norriton, L.L.C.-- GP 1%
limited partnership
                                             BOP -- 99%

- -------------------------------------------- -----------------------------------------------
Brandywine Operating Partnership, L.P., a    BRT-- GP and LP(2)
Delaware limited partnership
                                             LP's (other than BRT)(2)

- -------------------------------------------- -----------------------------------------------
Brandywine P.M., L.P., a Pennsylvania        Brandywine P.M., LLC-- GP - 1%
limited partnership
                                             BOP-- LP 99%

- -------------------------------------------- -----------------------------------------------
Brandywine TB Florig, L.P., a Pennsylvania   Brandywine TB Florig, LLC - GP - 1%
limited partnership
                                             BOP-- LP 99%

- -------------------------------------------- -----------------------------------------------
Brandywine TB Inn, L.P., a Pennsylvania      Brandywine TB Inn, L.L.C.-- GP - 1%
limited partnership
                                             BOP - LP 99%
- -------------------------------------------- -----------------------------------------------
Brandywine TB I, L.P., a Pennsylvania        Brandywine TB I LLC-- GP - 1%
limited partnership
                                             BOP-- LP - 99%

- -------------------------------------------- -----------------------------------------------
Brandywine TB II, L.P., a Pennsylvania       Brandywine TB II LLC-- GP - 1%
limited partnership
                                             BOP-- LP - 99%

- -------------------------------------------- -----------------------------------------------









- -------------------------------------------- -----------------------------------------------
             LIMITED PARTNERSHIP                              PARTNERS
                 SUBSIDIARIES                             (Capital/Profits)
- -------------------------------------------- -----------------------------------------------
                                          
Brandywine TB V, L.P., a Pennsylvania        Brandywine TB V, L.L.C.-- GP - 1%
limited partnership
                                             BOP-- LP - 99%

- -------------------------------------------- -----------------------------------------------
Brandywine TB VI, L.P., a Pennsylvania       Brandywine TB VI, L.L.C.-- GP - 1%
limited partnership
                                             BOP-- LP - 99%

- -------------------------------------------- -----------------------------------------------
Brandywine TB VIII, L.P., a Pennsylvania     Brandywine TB VIII, L.L.C. -  GP - 1%
limited partnership
                                             BOP--LP-99%

- -------------------------------------------- -----------------------------------------------
C/N Iron Run Limited Partnership III, a      BOP-- GP - 2%
Pennsylvania limited partnership
                                             BOP-- LP - 87%

                                             WOP(3) -- LP - 11%

- -------------------------------------------- -----------------------------------------------
C/N Leedom Limited Partnership II, a         BOP-- GP - 89%
Pennsylvania limited partnership
                                             WOP-- LP - 11%

- -------------------------------------------- -----------------------------------------------
C/N Oaklands Limited Partnership I, a        WOP-- GP - 88.9%
Pennsylvania limited partnership
                                             BOP-- LP - .1%

                                             WOP-- LP - 11%

- -------------------------------------------- -----------------------------------------------
C/N Oaklands Limited Partnership III, a      BOP-- GP - 2%
Pennsylvania limited partnership
                                             BOP-- LP - 87%

                                             WOP-- LP - 11%

- -------------------------------------------- -----------------------------------------------
Eight Oliver/Brandywine Partner, L.P., a     Brandywine TB VIII L.P. - LP - 50%
Pennsylvania limited partnership
                                             Donald W. Pulver LP - 1%

                                             Eight Oliver Tower Associates - GP - 49%

- -------------------------------------------- -----------------------------------------------
e-Tenants.com Holding, L.P., a               BOP - GP - 99%
Pennsylvania limited partnership
                                             BTRS, Inc. - LP - 1%

- -------------------------------------------- -----------------------------------------------








- -------------------------------------------- -----------------------------------------------
             LIMITED PARTNERSHIP                              PARTNERS
                 SUBSIDIARIES                             (Capital/Profits)
- -------------------------------------------- -----------------------------------------------
                                          
Fifteen Horsham, L.P., a Pennsylvania        WOP-- GP - 1%
limited partnership
                                             BOP-- LP 1%

                                             WOP-- LP - 98%

- -------------------------------------------- -----------------------------------------------
Iron Run Limited Partnership V, a            BOP-- GP - 2%
Pennsylvania limited partnership
                                             BOP-- LP - 87%

                                             WOP-- LP - 11%

- -------------------------------------------- -----------------------------------------------
LC/N Horsham Limited Partnership, a          WOP-- GP - 88.9%
Pennsylvania limited partnership
                                             BOP-- LP - .1%

                                             WOP-- LP - 11%

- -------------------------------------------- -----------------------------------------------
LC/N Keith Valley Limited Partnership I, a   WOP -- GP - 88.9%
Pennsylvania limited partnership
                                             BOP-- LP - .1%

                                             WOP-- LP - 11%

- -------------------------------------------- -----------------------------------------------
Newtech IV Limited Partnership, a            WOP-- GP - 88.9%
Pennsylvania limited partnership
                                             BOP-- LP - .1%

                                             WOP-- LP - 11%

- -------------------------------------------- -----------------------------------------------
Nichols Lansdale Limited Partnership III,    WOP-- GP - 88.9% / 98.9%
a Pennsylvania limited partnership
                                             BOP-- LP - 11.1% / 1.1%

- -------------------------------------------- -----------------------------------------------
Witmer Operating Partnership I, L.P., a      Brandywine Witmer, LLC-- GP - 1% /1%
Delaware limited partnership
                                             BOP-- LP - 99% / 99%

- -------------------------------------------- -----------------------------------------------
100 Arrandale Associates, L.P., a            BOP-- GP-- 2% / 2%
Pennsylvania limited partnership(4)
                                             BOP-- LP-- 87% / 97%

                                             Prentiss -- 11% / 1%

- -------------------------------------------- -----------------------------------------------









- -------------------------------------------- -----------------------------------------------
             LIMITED PARTNERSHIP                              PARTNERS
                 SUBSIDIARIES                             (Capital/Profits)
- -------------------------------------------- -----------------------------------------------
                                          
111 Arrandale Associates, L.P., a            BOP-- GP-- 2% / 2%
Pennsylvania limited partnership(4)
                                             BOP-- LP-- 87% / 97%

                                             Prentiss -- 11% / 1%


- -------------------------------------------- -----------------------------------------------
440 Creamery Way Associates, L.P., a         BOP-- GP-- 2% / 2%
Pennsylvania limited partnership(4)
                                             BOP-- LP-- 87% / 97%

                                             Prentiss -- 11% / 1%


- -------------------------------------------- -----------------------------------------------
442 Creamery Way Associates, L.P., a         BOP-- GP-- 2% / 2%
Pennsylvania limited partnership(4)
                                             BOP-- LP-- 87% / 97%

                                             Prentiss -- 11% / 1%


- -------------------------------------------- -----------------------------------------------
481 John Young Way Associates, L.P., a       BOP-- GP-- 2% / 2%
Pennsylvania limited partnership(4)
                                             BOP-- LP-- 87% / 97%

                                             Prentiss -- 11% / 1%


- -------------------------------------------- -----------------------------------------------





- -------------------------------------------- -----------------------------------------------
            GENERAL PARTNERSHIP                           OWNERSHIP STRUCTURE
- -------------------------------------------- -----------------------------------------------
                                          
Brandywine 55 Ames Court Partnership, a      Brandywine Axinn I, LLC-- GP - 50%
New York general partnership
                                             Brandywine Axinn II, LLC -- GP - 50%
- -------------------------------------------- -----------------------------------------------
Brandywine Broad Street Partnership, a New   Brandywine Axinn I, LLC-- GP - 50%
York general partnership
                                             Brandywine Axinn II, LLC -- GP - 50%
- -------------------------------------------- -----------------------------------------------
Interstate Center Associates, a Virginia     BOP-- 50%
general partnership
                                             Brandywine Interstate 50, L.L.C. - 50%
54-1815494
- -------------------------------------------- -----------------------------------------------








- -------------------------------------------- -----------------------------------------------
            GENERAL PARTNERSHIP                           OWNERSHIP STRUCTURE
- -------------------------------------------- -----------------------------------------------
                                          
Iron Run Venture II, a Pennsylvania          Atlantic American Land Development, Inc. -
general partnership                          44.2617%

                                             AAPOP 1, LP - GP - 55.7383%
- -------------------------------------------- -----------------------------------------------
IR Northlight II Associates, a               AAPOP 2, LP-- GP - 50%
Pennsylvania general partnership
                                             BOP-- GP - 50%
23-2926116
- -------------------------------------------- -----------------------------------------------
Plymouth TFC, General Partnership, a         Brandywine P.M. LP-- GP - 50%
Pennsylvania general partnership
                                             WOP -- 50%

- -------------------------------------------- -----------------------------------------------




- -------------------------------------------- -----------------------------------------------
          CORPORATE SUBSIDIARIES                              SHAREHOLDERS
- -------------------------------------------- -----------------------------------------------
                                          
AAP Sub One, Inc., a Delaware corporation    Atlantic American Properties Trust  - 100%


- -------------------------------------------- -----------------------------------------------
Atlantic American Land Development, Inc.,    AAPOP 1, LP - 100%
a Delaware corporation


- -------------------------------------------- -----------------------------------------------
Brandywine Grande B Corp., a Delaware        BRT -- 100%
corporation


- -------------------------------------------- -----------------------------------------------
Brandywine Grande C Corp., a Delaware        BRT 100%
corporation


- -------------------------------------------- -----------------------------------------------
Brandywine Holdings, I, Inc., a              BRT -- 100%
Pennsylvania corporation


- -------------------------------------------- -----------------------------------------------
Brandywine Realty Services Corporation, a    BOP -- 9,500 Common Shares
Pennsylvania corporation
                                             BRSP(8) --  500 Common Shares


- -------------------------------------------- -----------------------------------------------










- -------------------------------------------- -----------------------------------------------
          CORPORATE SUBSIDIARIES                              SHAREHOLDERS
- -------------------------------------------- -----------------------------------------------
                                          
BTRS, Inc., a Delaware corporation           BOP - 100%
- -------------------------------------------- -----------------------------------------------
Southpoint Land Holdings, Inc., a            BOP -- 89 Shares
Pennsylvania corporation(7)
                                             Prentiss - 11 Shares
- -------------------------------------------- -----------------------------------------------
Valleybrooke Land Holdings, Inc., a          BOP-- 89 Shares
Pennsylvania corporation(7)
                                             Prentiss - 11 Shares
- -------------------------------------------- -----------------------------------------------




- -------------------------------------------- ------------------------------------------------
  LIMITED LIABILITY COMPANY SUBSIDIARIES                         MEMBERS
- -------------------------------------------- ------------------------------------------------
                                          
Brandywine Ambassador, L.L.C., a             BOP - 100%
Pennsylvania limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine Axinn I, LLC, a Delaware          BOP-- 100%
limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine Axinn II, LLC, a Delaware         BOP-- 100%
limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine Brokerage Services, LLC, a New    BRSCO - - 100%
Jersey limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine Charlottesville LLC, a Virginia   BOP - 100%
limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine Christina LLC, a Delaware         BOP - 100%
limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine Cira, LLC, a Pennsylvania         BOP -- 100%
limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine Croton, LLC, a Pennsylvania       Brandywine Grande B, L.P. - 100%
limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine Dabney, L.L.C., a Delaware        BOP-- 100%
limited liability company
- -------------------------------------------- ------------------------------------------------









- -------------------------------------------- ------------------------------------------------
  LIMITED LIABILITY COMPANY SUBSIDIARIES                         MEMBERS
- -------------------------------------------- ------------------------------------------------
                                          
Brandywine Dominion, L.L.C., a               BOP-- 100%
Pennsylvania limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine F.C., L.L.C., a Pennsylvania      BOP-- 100%
limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine I.S., L.L.C., a Pennsylvania      BOP-- 100%
limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine Interstate 50,  L.L.C., a         BOP-- 100%
Delaware limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine - Main Street, LLC, a             BOP -- 99%
Delaware limited liability company
                                             Brandywine Acquisitions, LLC -- 1%
- -------------------------------------------- ------------------------------------------------
Brandywine Metroplex LLC., a Pennsylvania    BOP - 100%
limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine Norriton, L.L.C., a               BOP-- 99%
Pennsylvania limited liability company
                                             Norriton Corp. -- 1%

- -------------------------------------------- ------------------------------------------------
Brandywine P.M., L.L.C., a Pennsylvania      BOP-- 100%
limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine Piazza, L.L.C., a New Jersey      BOP-- 100%
limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine Plaza 1000, L.L.C., a New         BOP-- 100%
Jersey limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine Promenade, L.L.C., a New Jersey   BOP-- 100%
limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine TB Florig, LLC, a Pennsylvania    BOP-- 100%
limited liability company


- -------------------------------------------- ------------------------------------------------









- -------------------------------------------- ------------------------------------------------
  LIMITED LIABILITY COMPANY SUBSIDIARIES                         MEMBERS
- -------------------------------------------- ------------------------------------------------
                                          
Brandywine TB Inn, L.L.C., a Pennsylvania    BOP - 100%
limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine TB I, L.L.C., a Pennsylvania      BOP-- 100%
limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine TB II, L.L.C., a Pennsylvania     BOP-- 100%
limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine TB V, L.L.C., a Pennsylvania      BOP-- 100%
limited liability company
- -------------------------------------------- ------------------------------------------------
Brandywine TB VI, L.L.C., a Pennsylvania     BOP-- 100%
limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine TB VIII, L.L.C., a Pennsylvania   BOP --100%
limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine Trenton Urban Renewal, L.L.C.,    BOP -BRT
a Delaware limited liability company


- -------------------------------------------- ------------------------------------------------
Brandywine Witmer, L.L.C., a Pennsylvania    BOP-- 100%
limited liability company


- -------------------------------------------- ------------------------------------------------
Christiana Center Operating Company I        BOP -- Member - 100%
LLC, a Delaware limited liability
company

- -------------------------------------------- ------------------------------------------------
Christiana Center Operating Company II       BOP -- Member - 100%
LLC, a Delaware limited liability
company

- -------------------------------------------- ------------------------------------------------







- -------------------------------------------- ------------------------------------------------
  LIMITED LIABILITY COMPANY SUBSIDIARIES                         MEMBERS
- -------------------------------------------- ------------------------------------------------
                                          
Christiana Center Operating Company III      BOP -- Member - 100%
LLC, a Delaware limited liability
company

- -------------------------------------------- ------------------------------------------------
e-Tenants LLC, a Delaware limited            e-Tenants.com Holding, L.P.
liability company
- -------------------------------------------- ------------------------------------------------




- -------------------------------------------- -----------------------------------------------
              JOINT VENTURES                          BRANDYWINE MEMBERS/PARTNERS
- -------------------------------------------- -----------------------------------------------
                                          
Brandywine Industrial Partnership, L.P., a   BB&K GP, BB&K LP Business Trust, BOP and
Delaware limited partnership                 Nichols Lansdale Limited Partnership III
- -------------------------------------------- -----------------------------------------------
1000 Chesterbrook Boulevard Partnership, a   Brandywine Dominion, LP -- GP - 50%
Pennsylvania general partnership


- -------------------------------------------- -----------------------------------------------
PJP Building Two, L.C., a Virginia limited   Brandywine Charlottesville, LLC-- 30%
liability company
                                             Pavilion Holdings, LLC -- 20%

                                             Worrell Land Development Company, L.C. f/k/a

                                             Worrell Land and Cattle Company, L.C. -- 50%
- -------------------------------------------- -----------------------------------------------
PJP Building Five, L.C., a Virginia          Brandywine Charlottesville, LLC-- 25%
limited liability company
                                             Pavilion Holdings, LLC -- 25%

                                             Worrell Land and Development Company, L.C. --
                                             50%
- -------------------------------------------- -----------------------------------------------
Two Tower Bridge Associates, a               Brandywine TB II, LP-- GP - 35%
Pennsylvania limited partnership
- -------------------------------------------- -----------------------------------------------
Four Tower Bridge Associates, a              Brandywine TB I, LP-- GP - 65%
Pennsylvania limited partnership
- -------------------------------------------- -----------------------------------------------
Five Oliver/Brandywine Partner, L.P., a      Brandywine TB V, L.P.-- GP - 50%
Pennsylvania Limited Partnership
                                             Five Oliver Tower Associates -- GP - 49%

                                             Donald W. Pulver-- LP - 1%
- -------------------------------------------- -----------------------------------------------










- -------------------------------------------- -----------------------------------------------
              JOINT VENTURES                          BRANDYWINE MEMBERS/PARTNERS
- -------------------------------------------- -----------------------------------------------
                                          
Five Tower Bridge Associates, a              Five Oliver/Brandywine Partner, L.P. - -
Pennsylvania limited partnership             LP - - 30%
- -------------------------------------------- -----------------------------------------------
Six Tower Bridge Associates, a               Brandywine TB VI, LP-- GP - 65%
Pennsylvania limited partnership
- -------------------------------------------- -----------------------------------------------
Eight Tower Bridge Development Associates,   Eight Oliver/Brandywine Partner, L.P.-- GP--
a Pennsylvania limited partnership           11% [A BRT subsidiary, Brandywine TB VIII,
                                             L.P., is a 50% limited partner in this entity.]

                                             Eight Tower Bridge - VEF II, LLC-- LP-- 89%


- -------------------------------------------- -----------------------------------------------
Tower Bridge Inn Associates, a               Brandywine TB Inn, L.P.-- GP - 50%
Pennsylvania limited partnership
                                             Oliver Tower Inn Associates -- GP - 23.1829%

                                             Tower Bridge Partners -- LP - 23.1889%

                                             Centre Consho, LLC -- LP - 3.6222%





- -------------------------------------------- -----------------------------------------------
Macquarie BDN LLC, a Delaware limited        BOP -  20%; Macquarie Office LLC - 80%
liability company
- -------------------------------------------- -----------------------------------------------





- -------------------------------------------- -----------------------------------------------
                CONDOMINIUM                                   UNIT OWNERS
- -------------------------------------------- -----------------------------------------------
                                          
Allendale Road Corporate Center, a           BOP owns all units
Pennsylvania Condominium Association
- -------------------------------------------- -----------------------------------------------
Greentree Executive Campus 1001-03           BOP owns 2 units
Association, Inc., a New Jersey non-profit
corporation                                  1001 Greentree Associates, L.L.C. owns 1 Unit.
- -------------------------------------------- -----------------------------------------------
Princeton Pike V, VI & VII Condominium       BOP owns all units
Association, Inc., a New Jersey condominium
association
- -------------------------------------------- -----------------------------------------------









- -------------------------------------------- ----------------------------------------------
                   TRUST                                        TRUSTEES
- -------------------------------------------- -----------------------------------------------
                                          
Atlantic American Properties Trust, a        BOP -- Common Shares - 100%
Maryland real estate investment trust
                                             100 BRT Employees -- Preferred Shares - 100%

- -------------------------------------------- -----------------------------------------------




- -------------------------------------------- -------------------------------------------------
                   PARENT                                        TRUSTEES
- -------------------------------------------- -------------------------------------------------
                                          
Brandywine Realty Trust, a Maryland

real estate investment trust
- ----------------------------------------------------------------------------------------------



(1)  Brandywine Operating Partnership, LP, referred to as "BOP," is a Delaware
     limited partnership.

(2)  Per BOP Unit Registry.

(3)  Witmer Operating Partnership I, L.P., referred to as "WOP," is a Delaware
     limited partnership.

(4)  The minority interest in these entities is subject to put/call rights under
     which BOP will ultimately acquire the minority interests.























                                  SCHEDULE III
                                  ------------

                            List of Options, Warrants
                        and Other Convertible Securities

                                     Options
                                     -------


- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Name                            Date of Grant                Exercise Price               Ending Balance
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                 
Axinn, Don                      10/6/98                      24.00                        50,000
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Axinn, Don                      10/6/98                      26.40                        50,000
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     100,000
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Devuono, Jeff                   1/2/98                       25.25                        6,587
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Devuono, Jeff                   7/1/99                       25.25                        3,297
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Devuono, Jeff                   1/2/98                       27.78                        7,708
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Devuono, Jeff                   7/1/99                       27.78                        3,857
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Devuono, Jeff                   1/2/98                       29.04                        8,314
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Devuono, Jeff                   7/1/99                       29.04                        4,161
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     33,924
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Griffith, Jr., Al               1/2/98                       27.78                        2,500
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     2,500
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Hamer, Mark                     10/6/98                      24.00                        50,000
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Hamer, Mark                     10/6/98                      26.40                        50,000
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     100,000
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Martin, Tim                     1/2/98                       27.78                        7,500
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     7,500
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
McCawley, Joe                   1/2/98                       27.78                        5,000
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     5,000
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Molotsky, Brad                  7/1/99                       25.25                        6,594
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Molotsky, Brad                  1/2/98                       27.78                        12,500
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Molotsky, Brad                  7/1/99                       27.78                        7,715
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Molotsky, Brad                  1/2/98                       29.04                        12,500
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Molotsky, Brad                  7/1/99                       29.04                        8,322
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     47,631
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Nichols, Jr., Tony              1/2/98                       25.25                        19,792
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Nichols, Jr., Tony              1/2/98                       27.78                        23,159
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Nichols, Jr., Tony              1/2/98                       29.04                        24,944
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     67,895
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Nichols, Sr., Tony              1/2/98                       25.25                        197,923
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Nichols, Sr., Tony              1/2/98                       27.78                        231,597
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Nichols, Sr., Tony              1/2/98                       29.04                        249,438
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     678,958
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Redd, William                   6/1/99                       25.25                        6,726
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Redd, William                   6/1/99                       27.78                        7,870
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Redd, William                   6/1/99                       29.04                        8,489
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     23,085
- ------------------------------- ---------------------------- ---------------------------- ----------------------------







                                                                                 
Rimikis, Tony                   7/1/99                       25.25                        6,594
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Rimikis, Tony                   1/2/98                       27.78                        12,500
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Rimikis, Tony                   7/1/99                       27.78                        7,715
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Rimikis, Tony                   1/2/98                       29.04                        12,500
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Rimikis, Tony                   7/1/99                       29.04                        8,322
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     47,631
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Shadowen, Leon                  6/1/99                       25.25                        6,726
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Shadowen, Leon                  6/1/99                       27.78                        7,870
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Shadowen, Leon                  6/1/99                       29.04                        8,489
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     23,085
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sowa, George                    7/1/99                       25.25                        6,594
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sowa, George                    7/1/99                       27.78                        7,715
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sowa, George                    7/1/99                       29.04                        8,322
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     22,631
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sweeney, Jerry                  8/8/94                       6.21                         13,333
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sweeney, Jerry                  8/8/94                       14.31                        33,334
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sweeney, Jerry                  7/25/02                      19.50                        100,000
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sweeney, Jerry                  1/2/98                       25.25                        296,736
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sweeney, Jerry                  1/2/98                       27.78                        347,222
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sweeney, Jerry                  1/2/98                       29.04                        374,531
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     1,165,156
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Yamarick, Barbara               7/1/99                       25.25                        6,594
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Yamarick, Barbara               1/2/98                       27.78                        12,500
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Yamarick, Barbara               7/1/99                       27.78                        7,715
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Yamarick, Barbara               1/2/98                       29.04                        12,500
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Yamarick, Barbara               7/1/99                       29.04                        8,322
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                                                                     47,631
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Grand Total                                                                               2,372,627
- ------------------------------- ---------------------------- ---------------------------- ----------------------------



                                    WARRANTS


- ------------------------------------------------------------ ---------------------------------------------------------
Name                                                         Number of Underlying Common Shares
- ------------------------------------------------------------ ---------------------------------------------------------
                                                          
Five Arrows Realty Securities L.L.C.                         500,000
- ------------------------------------------------------------ ---------------------------------------------------------
Total
- ------------------------------------------------------------ ---------------------------------------------------------










                                      UNITS
                                      -----


- ----------------------------------------------------------------------------------------------------------------------
                                                Totals for All Units
- ----------------------------------------------------------------------------------------------------------------------
                                                                      
Total General Partnership Units Outstanding:                             39,706,590
- ------------------------------------------------------------------------ ---------------------------------------------
Total Class A Limited Partnership Units Outstanding:                     2,504,436
- ------------------------------------------------------------------------ ---------------------------------------------
         Total Class A Units to BRT                                      603,005
- ------------------------------------------------------------------------ ---------------------------------------------
         Total Class A Units to Holdings I                               5
- ------------------------------------------------------------------------ ---------------------------------------------
         Total Class A Units to outside limited partners                 1,737,202
- ------------------------------------------------------------------------ ---------------------------------------------
Total Reserved Units for redemption/conversion of Series A Preferred     1,415,094 Units
Mirror Units:
- ------------------------------------------------------------------------ ---------------------------------------------
Total Reserved Units for redemption conversion of Series B Preferred     3,679,245 Units
Units:
- ------------------------------------------------------------------------ ---------------------------------------------
Total Series A Preferred Mirror Units Outstanding:                       750,000 Units
- ------------------------------------------------------------------------ ---------------------------------------------
Total Series B Preferred Units Outstanding                               1,950,000 Units
- ------------------------------------------------------------------------ ---------------------------------------------
Total Series C Preferred Mirror Units Outstanding:                       4,375,000 Units
- ------------------------------------------------------------------------ ---------------------------------------------




                                      OTHER
                                      -----


         Partners in 1000 Chesterbrook Boulevard Partnership have the right,
under certain circumstances, to have the partnership interests valued and to
convert these interests into Class A Units of Brandywine Operating Partnership,
L.P.









                                    EXHIBIT A
                                    ---------

                  1. The Company is a real estate investment trust duly formed
and existing under and by virtue of the laws of the State of Maryland and is in
good standing under the laws of the State of Maryland, including with the State
Department of Assessments and Taxation of Maryland. The Company has the full
trust power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement and the
Prospectus and is duly registered and qualified to conduct its business and is
in good standing in each jurisdiction or place where the nature of its
properties or the conduct of its business as described in the Registration
Statement and the Prospectus requires such registration or qualification, except
where the failure to so qualify would not have a material adverse effect on the
condition (financial or otherwise), business, prospects, properties or earnings
of the Company.

                  2. Each of the Subsidiaries is a corporation, limited
liability company, limited partnership or general partnership duly incorporated
or formed, as the case may be, validly existing and in good standing, as the
case may be, under the laws of its jurisdiction of incorporation or formation,
with full corporate, limited liability company, or partnership power and
authority, as the case may be, to own, lease, and operate its properties and to
conduct its business as described in the Registration Statement and the
Prospectus, and is duly registered and qualified to conduct its business in each
jurisdiction or place where the nature of its properties or the conduct of its
business as described in the Registration Statement and the Prospectus requires
such registration or qualification, except where the failure to so qualify would
not have a material adverse effect on the condition (financial or otherwise),
business, prospects, properties or earnings of such Subsidiary.

                  3. The authorized beneficial interest of the Company
(including, but not limited to, any options, warrants or other securities
convertible into or exchangeable shares of beneficial interest of the Company)
is as set forth in the Registration Statement and the Prospectus Supplement, and
the Shares conform in all material respects to the description thereof in the
Registration Statement and the Prospectus Supplement. All the outstanding shares
of beneficial interest of the Company outstanding prior to the issuance of the
Shares have been duly and validly authorized and issued, are fully paid and
nonassessable, and are free of any preemptive or other rights to subscribe for
the Shares under Maryland law or any agreements entered into by the Company and
identified under Item 15 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2002, as amended by the Annual Report on Form 10-K/A-1.

                  4. The Shares have been duly and validly authorized and, when
issued and delivered to the Underwriters against payment therefor in accordance
with the terms of the Agreement, will be validly issued, fully paid and
nonassessable and free of any preemptive or other rights to subscribe for the
Shares under Maryland law or any agreements entered into by the Company and
identified under Item 15 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2002, as amended by the Annual Report on Form 10-K/A-1.






                  5. To our knowledge after due inquiry, except as set forth on
Schedule I to the Officer's Certificate, there are no outstanding options,
warrants or other rights to purchase, calling for the issuance of, or any
commitment, plan or arrangement to issue, any shares of beneficial interest of
the Company or any security or other right or obligation convertible into or
exchangeable or exercisable for shares of beneficial interest of the Company.
There is no holder of any security of the Company or any other person who has
the statutory right or, to our knowledge after due inquiry, the contractual or
other right, to cause the Company to sell or otherwise issue to him, or to
permit him to underwrite the sale of, the Shares or the right to have any common
shares or other securities of the Company included in the Registration Statement
or the right, as a result of the filing of the Registration Statement or sale of
the Shares as provided in the Agreement, to require registration under the Act
of any common shares or other securities of the Company.

                  6. All of the outstanding units of limited and general
partnership interests of the Operating Partnership (the "Units"), and the
partnership and membership interests in each of the other Subsidiaries that is a
partnership or limited liability company, as the case may be, were created under
the agreements forming the Operating Partnership and such other Subsidiaries, as
the case may be, and all of the issued and outstanding shares of capital stock
of each of the Subsidiaries that is a corporation have been duly authorized and
validly issued, and are fully paid and nonassessable. To our knowledge after due
inquiry, except as described in the Registration Statement and the Prospectus
(or any amendment or supplement thereto) or Schedule II to the Officer's
Certificate, all such Units, partnership interests and shares of capital stock
are owned by the Company directly, or indirectly through one of the
Subsidiaries, free and clear of any security interest, lien, adverse claim,
equity or other encumbrance, and, to our knowledge after due inquiry, the
Company's ownership interest in the Operating Partnership, and the Company's and
the Operating Partnership's respective ownership interest in each of the
Subsidiaries, is as set forth on Schedule II attached hereto (without giving
effect to the issuance of the Shares). Except as described in the Registration
Statement and the Prospectus (or any amendment or supplement thereto), there are
no outstanding options, warrants or other rights to purchase, calling for the
issuance of, or any commitment, plan or arrangement to issue, any equity
interests in any Subsidiary, or any security or other right or obligation
convertible into or exchangeable or exercisable for any such interests in any
such Subsidiary. The terms of the Units conform in all material respects to
statements and descriptions thereof contained in the Registration Statement and
the Prospectus. The Company is the sole general partner of the Operating
Partnership. The Subsidiaries set forth on Schedule II attached hereto include
all of the "significant subsidiaries" of the Company, as such term is defined by
Rule 1-02 of Regulation S-X.

                  7. The Company has the full trust power and authority, and the
Operating Partnership has the requisite partnership power and authority, to
enter into the Agreement, and in the case of the Company, to issue, sell and
deliver the Shares to the Underwriters as provided in the Agreement, and the
Agreement has been duly and validly authorized, executed and delivered by the
Company and the Operating Partnership, as applicable, and is the legal, valid
and binding agreement of each of the Company and the Operating Partnership, as
applicable, enforceable against them in accordance with its terms.







                  8. The form of certificate representing the Shares is in due
and proper form and complies in all material respects with all applicable
Maryland statutory requirements and the rules and regulations of the New York
Stock Exchange.

                  9. To our knowledge after due inquiry, neither the Company nor
any of the Subsidiaries is in violation of its respective Declaration of Trust,
certificate or articles of incorporation or bylaws, partnership agreement,
operating agreement or other organizational documents or is in default in the
performance of any material obligation, agreement or condition contained in any
bond, debenture, note or other evidence of indebtedness.

                  10. With respect to the Company and the Subsidiaries, neither
the offer, sale or delivery of the Shares, the execution, delivery or
performance of the Agreement, nor the consummation of the transactions
contemplated thereby by the Company or the Subsidiaries, as applicable: (i)
required or requires, with respect to the Company or the Subsidiaries, any
consent, approval, authorization or other order of, or registration or filing
with, any court, regulatory body, administrative agency or other governmental
body, agency or official, or the New York Stock Exchange (except (a) such as has
been made or obtained and (b) as to state securities or Blue Sky laws, as to
which we express no opinion); (ii) conflicted with or conflicts with,
constituted or constitutes, or resulted in or results in, a breach or violation
of, or a default under, the Declaration of Trust, Articles Supplementary,
certificate or articles of incorporation or bylaws, partnership agreement or
other organizational documents, of any of such entities, or under any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition covenant or instrument to which any of
such entities is a party or by which any of them or any of their respective
properties or assets are bound or subject to; (iii) violated or violates any
statute, law, rule, regulation, judgment, injunction, order or decree applicable
to any of such entities or any of their respective properties or assets; or (iv)
resulted or will result in the creation or imposition of any lien, charge or
encumbrance upon the property or assets of any of such entities pursuant to the
terms of any agreement or instrument to which any of them is a party or by which
any of them may be bound or to which any of the property or assets of any of
them is subject.

                  11. Neither the Company nor any of the Subsidiaries is, and
after giving effect to the offering and sale of the Shares and the application
of the proceeds thereof as described in the Prospectus (and any amendment or
supplement thereto) will be, an "investment company" as defined in the
Investment Company Act of 1940, as amended.

                  12. To our knowledge after due inquiry, (i) there are no
pending or threatened actions, suits or proceedings against the Company or any
of the Subsidiaries or any of their respective trustees, directors or officers
in their capacity as such, or to which the Company or any of the Subsidiaries or
any of their respective trustees, directors or officers in their capacity as
such, or any of their respective properties or assets, is subject, that are of a
character which is required to be described in the Registration Statement or
Prospectus (or any amendment or supplement thereto) other than any that are
described or incorporated therein by reference and (ii) there are no agreements,
contracts, indentures, leases or other instruments that are required to be
described in the Registration Statement or the Prospectus (or any amendment or
supplement thereto) or to be filed as an exhibit to the Registration Statement
that are not described or filed as required by the Act.






                  13. The statements in the Registration Statement and
Prospectus Supplement set forth under the headings "Description of Shares of
Beneficial Interest", "Certain Provisions of Maryland Law and of our Declaration
of Trust and Bylaws" and "Federal Income Tax Considerations", and the statements
in the Company's Annual Report on Form 10-K for the year ended December 31, 2002
and incorporated by reference in the Registration Statement under the heading
"Risk Factors--Our status as a REIT is dependent on compliance with federal
income tax requirements", to the extent they constitute matters of law or
descriptions or summaries of contracts, agreements or other legal documents, or
refer to or constitute statements of matters of law, descriptions of statutes,
rules or regulations, or legal conclusions, each, respectively, are accurate and
fair summaries of the information disclosed therein.

                  14. The Registration Statement has become effective under the
Act and any required filing of the Prospectus (or any amendment or supplement
thereto) pursuant to Rule 424(b) has been made in the manner and within the time
period required by Rule 424(b). To our knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued, no proceedings for
that purpose have been instituted or threatened. The Registration Statement and
the Prospectus (or any amendment or supplement thereto) (other than the
financial statements and other financial and statistical information contained
therein, as to which we express no opinion) comply as to form in all material
respects with the applicable requirements of the Act and the Exchange Act and
the respective rules thereunder.

                  15. The Shares are duly listed, admitted and authorized for
trading on the New York Stock Exchange, subject to official notice of issuance.

                  16. The Company was organized in conformity with the
requirements for qualification as a REIT for federal income tax purposes, and,
based on the facts and assumptions set forth in the Prospectus (and any
amendment or supplement thereto) and certain representations by the Company
regarding certain federal income tax matters, its method of operation has
enabled it, and its proposed method of operation will enable it, to meet the
requirements under the Internal Revenue Code of 1986, as amended, for
qualification and taxation as a REIT.

         In addition, the Registration Statement and the Prospectus (other than
the financial statements and related schedules and other financial data therein,
as to which we express no view) comply as to form in all material respects with
the requirements of the Securities Act and the rules and regulations thereunder;
although we do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement or the
Prospectus, except for those referred to in the opinion in paragraph 13 above,
no facts have come to our attention that have led us to believe that, as of its
effective date, the Registration Statement (other than the financial statements
and related schedules therein and other financial data, as to which we express
no view) contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading or that, as of the date of the Prospectus Supplement
dated December 29, 2003, the Prospectus (other than the financial statements and
related schedules therein and other financial data, as to which we express no
view), contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading or that, as of the date
hereof, the Prospectus (other than the financial statements and related
schedules therein and other financial data, as to which we express no view)
contains an untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; the documents incorporated by
reference in either the Registration Statement or the Prospectus (other than the






financial statements and related schedules therein and other financial data, as
to which we express no view), when they became effective or were filed with the
Commission, as the case may be, complied as to form in all material respects
with the requirements of the Securities Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder; and no facts have
come to our attention that have led us to believe that any of such documents,
when they became effective or were so filed, as the case may be, contained, in
the case of a registration statement which became effective under the Securities
Act, an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or, in the case of other documents which were filed under the
Securities Act or the Exchange Act with the Commission, an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made
when such documents were so filed, not misleading; and we do not know of any
amendment to the Registration Statement required to be filed or any contracts or
other documents of a character required to be filed as an exhibit to the
Registration Statement or required to be incorporated by reference into the
Prospectus or required to be described in the Registration Statement or the
Prospectus which are not filed or incorporated by reference or described as
required.

         With respect to the prior paragraph, our statements are based upon our
representation of the Company and our participation in the preparation of the
Registration Statement and the Prospectus and review and discussion thereof, and
we do not pass upon or assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement or the
Prospectus, subject to the opinion set forth above in paragraph 13.

                                                                     Exhibit 5.1




                                                               December 29, 2003

Brandywine Realty Trust
401 Plymouth Road
Suite 500
Plymouth Meeting, PA 19462


      Re: Registration Statement on Form S-3 (Registration No. 333- 56237)


Ladies and Gentlemen:

         We have served as counsel to Brandywine Realty Trust, a Maryland real
estate investment trust (the "Company"), in connection with the offer and sale
of up to 2,300,000 shares (including up to 300,000 shares that may be issued to
Bear, Stearns & Co. Inc. solely to cover over-allotments) (the "Shares") of
7.50% Series C Cumulative Redeemable Preferred Shares, par value $0.01 per share
(the "Preferred Shares"), of the Company, covered by the above-referenced
Registration Statement, and all amendments thereto (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"). The
Shares will be issued pursuant to the Underwriting Agreement, dated as of
December 29, 2003 (the "Underwriting Agreement"), by and among Bear, Stearns &
Co. Inc., the Company and Brandywine Operating Partnership, L.P. (the "Operating
Partnership"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Registration Statement.

         In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

         1. The Registration Statement and the related form of prospectus (the
"Prospectus") relating to the Shares included therein in the form in which it
was transmitted to the Commission under the Act;

         2. The Declaration of Trust of the Company, as amended and supplemented
through the date hereof (the "Declaration of Trust"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");

         3. The Articles Supplementary classifying the Preferred Shares in the
form to be filed with the SDAT, certified as of a recent date by an officer of
the Company;



         4. The Bylaws of the Company (the "Bylaws"), certified as of a recent
date by an officer of the Company;

         5. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;

         6. Resolutions (the "Resolutions") adopted by the Board of Trustees of
the Company, or a duly authorized committee thereof, relating to the issuance of
the Shares, certified as of a recent date by an officer of the Company;

         7. The Underwriting Agreement, certified as of a recent date by an
officer of the Company;

         8. A certificate executed by an officer of the Company, dated as of the
date hereof; and

         9. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.

         In expressing the opinion set forth below, we have assumed the
following:

         1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.

         2. Each individual executing any of the Documents on behalf of a party
(other than the Company and the Operating Partnership) is duly authorized to do
so.

         3. Each of the parties (other than the Company and the Operating
Partnership) executing any of the Documents has duly and validly executed and
delivered each of the Documents to which such party is a signatory, and the
obligations of such party set forth therein are legal, valid and binding and are
enforceable in accordance with all stated terms.

         4. All Documents submitted to us as originals are authentic. The form
and content of all Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. All Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
Documents are genuine. All public records reviewed or relied upon by us or on
our behalf are true and complete. All statements and information contained in
the Documents are true and complete. There has been no oral or written
modification of or amendment to any of the Documents, and there has been no
waiver of any provision of any of the Documents, by action or omission of the
parties or otherwise.

         5. The Articles Supplementary will be accepted for record by the SDAT
prior to the issuance of the Shares.

         6. The Shares will not be issued or transferred in violation of any
restriction contained in the Declaration of Trust.


         Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:

         1. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.

         2. The Shares are duly authorized for issuance and, when and if issued
and delivered against payment therefor and otherwise in accordance with the
Declaration of Trust, the Bylaws, the Resolutions and the Underwriting
Agreement, will be validly issued, fully paid and nonassessable.

         The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with any federal or state securities
laws, including the securities laws of the State of Maryland, or as to federal
or state laws regarding fraudulent transfers. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or
if we become aware of any fact that might change the opinion expressed herein
after the date hereof.

         This opinion is being furnished to you for your submission to the
Commission as an exhibit to the report filed on Form 8-K (the "8-K"), to be
filed by the Company with the Commission on or about the date hereof. We hereby
consent to the filing of this opinion as an exhibit to the 8-K and to the use of
the name of our firm therein and under the section "Legal Matters" in the
Prospectus included in the Registration Statement. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
by Section 7 of the Act.

                                                      Very truly yours,

                                                      /s/ Pepper Hamilton LLP
                                                      -------------------------
                                                      Pepper Hamilton LLP

                                                                    Exhibit 10.1


                       REDEMPTION AND CONVERSION AGREEMENT

         THIS REDEMPTION AND CONVERSION AGREEMENT (this "Agreement") is made
this 29th day of December 2003, between Brandywine Realty Trust ("BRT") and Five
Arrows Realty Securities III L.L.C. ("Five Arrows").

         WHEREAS, BRT and Five Arrows entered into the Investment Agreement
dated as of April 19, 1999 (the "Investment Agreement"), pursuant to which Five
Arrows purchased (i) 4,375,000 shares of 8.75% Series B Senior Cumulative
Convertible Preferred Shares, par value $.01 per share (the "Preferred Shares"),
of BRT and (ii) warrants (the "Warrants") to purchase up to 500,000 common
shares of beneficial interest, par value $.01 per share ("Common Shares"), of
BRT;

         WHEREAS, Five Arrows wishes to sell, and BRT wishes to purchase,
3,281,250 Preferred Shares (the "Redemption Shares") for an aggregate purchase
price of $92,531,250, including accrued and unpaid dividends (the "Preferred
Share Redemption Price") allocated in the amounts set forth in Schedule 1
hereto, on the terms and conditions set forth herein;

         WHEREAS, Five Arrows wishes to sell, and BRT wishes to purchase,
one-half of the Warrants (the "Purchase Warrants") represented by the originally
executed Warrant Certificate No. W-1 (i.e., Warrants exercisable for 250,000
Common Shares) (or any successor Warrant Certificate(s) thereto) (the "Original
Certificate"), for an aggregate purchase price of $1,187,500 (the "Warrant
Purchase Price") on the terms and conditions set forth herein; and

         WHEREAS, Five Arrows wishes to exercise its right to convert the
1,093,750 Preferred Shares (the "Conversion Shares"), which are not included in
the Redemption Shares, into 1,093,750 Common Shares on the terms and conditions
set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto, intending to be legally bound, agree as
follows:

         1. Sale and Redemption of Redemption Shares. Subject to the terms and
conditions of this Agreement, at the closing provided for in Section 4 hereof
(the "Closing") (i) Five Arrows shall sell to BRT, free and clear of all liens,
claims and encumbrances ("Liens"), other than those Liens, if any, as have been
imposed by BRT or by agreement with BRT, including without limitation, Liens
created pursuant to (w) the Operating Agreement dated as of April 19, 1999
between BRT and Five Arrows, as amended (the "Operating Agreement") (x) the
Articles Supplementary Classifying and Designating the Preferred Shares as 8.75%
Series B Senior Cumulative Convertible Preferred Shares (the "Articles"), (y)
the Agreement and Waiver dated April 19, 1999 between BRT and Five Arrows (the "
Agreement and Waiver," and collectively with the Operating Agreement and the
Articles, the "Governing Documents") or (z) any other contract, agreement,
instrument or other document with or of BRT relating to or otherwise governing
the rights and obligations of the Preferred Shares, and (ii) BRT shall purchase
and accept the Redemption Shares from Five Arrows for the Preferred Share
Redemption Price. At the Closing BRT shall pay the Preferred Share Redemption
Price payable in United States dollars by wire transfer of funds immediately
available in New York City to such account as Five Arrows shall designate in a
written notice delivered to BRT on or before the Closing Date (as defined
below). Simultaneously with the payment of the Preferred Share Redemption Price,
Five Arrows shall deliver to BRT the certificate(s) representing the Redemption
Shares, duly endorsed for transfer or accompanied by share transfer powers
endorsed in blank. For purposes of clarification only, in consideration of the
Preferred Share Redemption Price, Five Arrows hereby acknowledges that it is not
entitled to the quarterly dividend on the Common Shares for the fiscal quarter
ended December 31, 2003 of $0.44 per Common Share declared by the BRT Board of
Trustees on December 18, 2003 and payable on January 15, 2004 to shareholders of
record as of



December 31, 2003; it being understood that Five Arrows shall be
entitled to any dividends declared on the Common Shares for any periods
subsequent thereto so long as Five Arrows is a record holder of Common Shares as
of the record date declared by the BRT Board of Trustees for such dividend.

         2. Sale and Purchase of Warrants. Subject to the terms and conditions
of this Agreement, at the closing (i) Five Arrows shall sell to BRT the Purchase
Warrants, free and clear of all Liens, other than those Liens, if any, as have
been imposed by BRT or by agreement with BRT, including without limitation,
Liens created pursuant to (x) the Governing Documents, (y) the Warrant or (z)
any other contract, agreement, instrument or other document relating to or
otherwise governing the rights and obligations of the Warrants or the Common
Shares underlying such Warrants and (ii) BRT shall purchase and accept the
Purchase Warrants from Five Arrows, for the Warrant Purchase Price. At the
Closing, BRT shall pay the Warrant Purchase Price payable in United States
dollars by wire transfer of funds immediately available in New York City to such
account as Five Arrows shall designate in a written notice delivered to BRT on
or before the Closing Date. Simultaneously with the payment of the Warrant
Purchase Price, Five Arrows shall deliver to BRT the Warrants represented by the
Original Certificate, which Original Certificate(s) shall be cancelled, and BRT
will execute and deliver to Five Arrows a replacement Warrant Certificate in the
identical form of the Original Certificate that covers the remaining 250,000
Common Shares not sold and purchased pursuant to this Agreement without legend
or any transfer restriction, except as set forth herein.

         3. Conversion of Conversion Shares. Subject to the terms and conditions
of this Agreement, Five Arrows agrees to convert the Conversion Shares into
1,093,750 Common Shares (the "Conversion") on the Closing Date and Five Arrows
agrees to deliver to BRT on the Closing Date the share certificate(s)
representing the Conversion Shares, duly endorsed for transfer or accompanied by
share transfer powers endorsed in blank. As promptly as practicable after the
receipt by BRT of the share certificate(s) representing the Conversion Shares,
with appropriate share transfer powers, BRT will issue to Five Arrows 1,093,750
Common Shares without legend or any transfer restriction (the "Conversion Common
Shares").

         4. Closing Date. The Closing of (i) the sale and purchase of the
Redemption Shares and Purchase Warrants and (ii) the Conversion shall take place
at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York
10022 at 10:00 a.m. New York City time, on the date on which BRT issues any
preferred shares of beneficial interest (the "New Preferred Shares") pursuant to
the Underwriting Agreement dated as of the date hereof (the "Underwriting
Agreement") between BRT and Bear Stearns & Co. Inc. ("Bear Stearns") or at such
other time and place as BRT and Five Arrows mutually agree in writing. The date
upon which the Closing occurs is hereinafter referred to as the "Closing Date."
In the event that BRT does not issue, on or before December 30, 2003, the New
Preferred Shares pursuant to the Underwriting Agreement for net proceeds (after
any underwriting discounts or commissions due to Bear Stearns pursuant to such
Underwriting Agreement) to BRT at least equal to $50,000,000, then this
Agreement shall terminate, without liability of BRT to Five Arrows or liability
of Five Arrows to BRT, except as otherwise set forth herein.

         5. Termination of Rights and Obligations. Upon receipt by Five Arrows
of (i) the Preferred Share Redemption Price and the Warrant Purchase Price and
(ii) the Conversion Common Shares, Five Arrows agrees that neither it nor anyone
claiming under or through it shall have any rights under the Articles and all
rights and obligations of Five Arrows and BRT under the Investment Agreement,
the Operating Agreement and the Agreement and Waiver shall terminate.

         6. Release by BTR. BTR, on behalf of itself and its owners, members,
shareholders, other equity holders, directors, officers, employees, agents,
attorneys, assigns and successors by operation of law, hereby, effective after
the Closing Date, fully releases and forever discharges Five Arrows and its


                                      -2-


officers, directors, members or holders of other similar equity and/or economic
interests, servants, present employees, past employees, consultants, attorneys,
insurers, agents, assigns, heirs, executors, administrators, legal
representatives, and successors by operation of law, from all or any manner or
rights, claims, and actions, in law or in equity, of whatever kind or nature,
whether known or unknown, whether now existing or hereinafter arising on the
basis of events existing as of and prior to the Closing, including without
limitation by virtue of execution and delivery of this Agreement or the
consummation of the transaction contemplated hereby, which BRT and the
above-mentioned agents, representatives, successors and assigns, ever had, now
have, or may have hereafter against Five Arrows and its above-referenced agents,
representatives, successors, and assigns

         7. Representations of Five Arrows. Five Arrows hereby represents and
warrants to BRT as follows:

                  (a) Five Arrows is the sole record and beneficial owner of the
Redemption Shares, the Conversion Shares and the Warrants. Five Arrows owns the
Redemption Shares, the Conversion Shares and the Warrants and, upon transfer or
delivery of such Redemption Shares, Conversion Shares and Warrants to BRT
pursuant to this Agreement, such Redemption Shares, Conversion Shares and
Warrants shall be transferred free and clear of all Liens of every kind, nature
and description whatsoever, other than as has been imposed by BRT or by
agreement with BRT, including without limitation, Liens, if any, created
pursuant to (x) the Governing Documents, (y) the Warrant or (z) any other
contract, agreement, instrument or other document relating to or otherwise
governing the rights and obligations of the Preferred Shares, the Warrants or
the Common Shares underlying such Warrants. No third party has any option or
right to purchase or acquire or to vote any of the Redemption Shares, Conversion
Shares or Warrants.

                  (b) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby by Five Arrows do not and
will not (i) conflict with or result in a material breach of or default under
any agreement to which Five Arrows is a party or by which Five Arrows is bound
or subject; or (ii) result in or constitute the basis for the creation of any
Lien of any nature whatsoever on or in respect of the Redemption Shares, the
Conversion Shares or the Warrants.

                  (c) Five Arrows is a limited liability company duly formed,
validly existing and in good standing under the laws of the jurisdiction of its
formation, and Five Arrows has all requisite power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by Five
Arrows and constitutes the valid and binding obligation of Five Arrows,
enforceable against it in accordance with its terms, except that such
enforcement may be limited by applicable bankruptcy, insolvency or other similar
laws affecting creditors' rights generally, and general equitable principles.

         8. Representations of BRT. BRT hereby represents and warrants to Five
Arrows as follows:

                  (a) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby has been duly authorized by
all necessary trust action on the part of BRT and such execution and delivery by
BRT do not and will not conflict with or result in a breach of or default under
any agreement to which BRT is a party or by which BRT is bound or subject,
including without limitation the Governing Documents, the Warrant or any other
constitutive documents.

                  (b) This Agreement has been duly executed and delivered by BRT
and constitutes the valid and binding obligation of BRT, enforceable against BRT
in accordance with its

                                      -3-


terms, except that such enforcement may be limited by applicable bankruptcy,
insolvency or other similar laws affecting creditors' rights generally, and
general equitable principles.

                  (c) No broker, finder, agent or similar intermediary acting by
or on behalf of BRT in connection with this Agreement or the transactions
contemplated hereby shall be entitled to any broker's, finder's, or similar fee
or other commission from the proceeds thereof from Five Arrows in connection
therewith based on any contract or other agreement with BRT or any action taken
by BRT. In the event that the preceding sentence is in any way inaccurate, BRT
agrees to indemnify and hold harmless Five Arrows from any liability for any
commission or compensation in the nature of a finder's fee (and the costs and
expenses of defending against such liability) for which Five Arrows is
responsible.

                  (d) This Agreement is made with BRT in reliance upon BRT's
representation to Five Arrows, which by BRT's execution of this Agreement BRT
hereby confirms, that BRT is not an "underwriter" (as such term is defined under
the Securities Act of 1933, as amended (the "Securities Act")), that the
Redemption Shares and the Purchase Warrants will be acquired for investment for
BRT's own account, not as a nominee or agent, and not with a view to the resale
or distribution of any part thereof, and that BRT has no present intention of
selling, granting any participation in, or otherwise distributing the same.

                  (e) BRT acknowledges that it has undertaken its own review of
the Redemption Shares and the Purchase Warrants Shares and is not relying on any
information or advice from Five Arrows or its agents or representatives.

                  (f) BRT has substantial experience in evaluating and investing
in private placement transactions of securities in companies similar to BRT and
other financial or business matters so that it is capable of evaluating the
merits and risks of its investment in the Redemption Shares and the Purchase
Warrants. BRT acknowledges that the transactions contemplated by this Agreement
are highly speculative and entail a substantial degree of risk and BRT can bear
such risk.

                  (g) BRT is an "accredited investor" within the meaning of
Securities Exchange Commission Rule 501 of Regulation D, as presently in effect.

         9. Notices. All notices required to be given to any of the parties
hereunder shall be in writing and shall be deemed to have been sufficiently
given for all purposes when presented personally to such party or sent by
certified or registered mail, return receipt requested, to such party at its
address set forth below:

    If to BRT:                  Brandywine Realty Trust
                                401 Plymouth Road
                                Suite 500
                                Plymouth Meeting, PA 19462
                                Attn: President and Chief Executive Officer and
                                      General Counsel
                                Tel: (610) 325-5600
                                Fax: (610) 325-5622

                                      -4-


    If to Five Arrows:          Rothschild Realty Inc.
                                1251 Avenue of the Americas
                                New York, New York 10020
                                Attn:  Matthew Kaplan
                                Tel: (212) 403-3500
                                Fax: (212) 403-3520

                                With copies to:

                                Schulte Roth & Zabel LLP
                                919 Third Avenue
                                New York, NY 10022
                                Attention: Andre Weiss, Esq.
                                Tel: (212) 756-2431
                                Fax: (212) 593-5955

         All notices, requests, claims, demands and other communications to be
given under this Agreement shall be in writing and shall be deemed given (i)
three (3) business days following sending by registered or certified mail,
postage prepaid, (ii) when sent if sent by facsimile; provided, however, that
the facsimile is promptly confirmed by telephone confirmation thereof, (iii)
when delivered, if delivered personally to the intended recipient, and (iv) one
business day following sending by overnight delivery via a national courier
service.

         10. Fees and Expenses. Each of the parties hereto shall pay its own
fees and expenses incident to the negotiation, preparation and execution of this
Agreement, including attorneys', accountants' and other advisors fees, except
that BRT shall pay all stock transfer Taxes, recording fees and other sales,
transfer, use, purchase or similar taxes resulting from the transactions
contemplated hereby; provided, that in the event that this Agreement is
terminated in accordance with Section 4 hereof, BRT shall immediately pay Five
Arrows a sum equal to $75,000 and reimburse Five Arrows for all reasonable
out-of-pocket fees and expenses, including attorneys', accountants' and other
advisors fees incident to the negotiation, preparation and execution of this
Agreement up to $75,000 and shall be paid in United States dollars same day
funds within two days after the date this Agreement is terminated. BRT and Five
Arrows agree that the agreements contained in this Section 10 are an integral
part of the transactions contemplated by this Agreement and constitute
liquidated damages and not a penalty and that without this Agreement, Five
Arrows would not enter into this Agreement. Accordingly, if BRT fails to pay to
Five Arrows any amounts due under this Section 10, BRT shall pay the fees and
expenses (including legal fees and expenses) in connection with any action,
including the filing of any lawsuit of other legal action, taken to collect
payment, together with interest on such amounts at the prime rate of J.P. Morgan
Chase & Co. in effect on the date such payment was required to be made.

         11. Tax Characterization of Sale and Redemption of Redemption Shares.
Five Arrows and BRT will treat the sale and redemption of the Redemption Shares
as a redemption of the "Shares" described in Section 302(a) of the Internal
Revenue Code of 1986, as amended.

         12. Counterparts. This Agreement may be executed through the use of
separate signature pages, which taken together shall constitute one binding
agreement.

                                      -5-


         13. Section and Other Headings. The section and other headings
contained herein are for reference purposes only and shall not affect the
meaning or interpretation of the Agreement.

         14. Survival. All representations, warranties and covenants contained
in the Agreement shall survive the redemption, purchase and conversion provided
for in this Agreement.

         15. Waivers and Amendments. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties hereto or, in
the case of a waiver, by the party waiving compliance.

         16. Entire Agreement. This instrument contains the entire agreement of
the parties with respect to the subject matter of this Agreement and supersedes
all prior and contemporaneous agreements.

         17. No Assignment. This Agreement may not be assigned, sold, or
transferred by either party without the prior written consent of the other
party, except by operation of law; provided, that Five Arrows may assign any of
its rights and obligations, in whole or in party, under this Agreement to any of
its affiliates; provided, however, that any such assignment by Five Arrows shall
not relieve it of its obligations hereunder,

         18. Publicity. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be issued without
advance approval of the form and substance thereof by Five Arrows and BRT;
provided; however, that neither party to this Agreement shall be obligated to
obtain the advance approval of the other party in order to include this
Agreement as an exhibit to any filing made under the Securities Act or the
Securities Exchange Act of 1934, as amended.

         19. Further Assurances In addition to the actions, contracts and other
agreements and documents and other papers specifically required to be taken or
delivered pursuant to this Agreement, each of the parties hereto shall execute
such contracts and other agreements and documents and other papers and take such
further actions as may be reasonably required or desirable to carry out the
provisions hereof and the transactions contemplated hereby.

         20. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with and subject to, the laws of the State of New
York applicable to agreements made and to be performed entirely within such
State.

         21. Consent to Jurisdiction and Service of Process. Any legal suit,
action, claim, proceeding or investigation arising out of or relating to this
Agreement or the transactions contemplated hereby may be instituted in any state
or federal court in the State of New York, and each of the parties hereto waives
any objection which such party may now or hereafter have to the laying of the
venue of any such suit, action, claim, proceeding or investigation, and
irrevocably submits to the jurisdiction of any such court in any such suit,
action, claim, proceeding or investigation. Any and all service of process and
any other notice in any such suit, action, claim, proceeding or investigation
shall be effective against any party if given by registered or certified mail,
return receipt requested, or by any other means of mail which requires a signed
receipt, postage prepaid, mailed to such party as herein provided.

         22. Binding Effect; Benefit. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective successors and
assigns. Nothing in this Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement.

                                      -6-


         23. Board of Trustees. The parties agree that immediately following
termination of the rights of Five Arrows and of anyone claiming under or through
it under the Articles and other documents referred to in Section 5 of this
Agreement, D. Pike Aloian will continue as a Trustee of BRT until January 23,
2004, subject to his right to resign at any time and for any reason or for no
reason and subject to the right of a majority of the Board of Trustees of BRT to
request and thereupon receive his resignation at any time and for any reason or
for no reason. For clarity, while serving on the Board of Trustees, Mr. Aloian
will not have any of the special approval rights conferred upon the "Section
4(c) Trustee" in the Articles, which special approval rights will terminate as
provided in Section 5 of this Agreement.

         24. Lock-up. Five Arrows agrees that until the earlier of (i) 11:59
p.m. January 22, 2004 and (ii) the consummation by BRT of a sale or distribution
or other transfer of its Common Shares (other than under employee benefit plans
or a dividend reinvestment plan in effect on the date hereof), Five Arrows will
not sell any of its Conversion Common Shares or the Common Shares issuable upon
exercise of the Warrants retained by Five Arrows.


                                      -7-


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this date above first written.


                [Remainder of this page intentionally left blank]



                                                      
BRANDYWINE REALTY TRUST,                                FIVE ARROWS REALTY SECURITIES III,
a Maryland real estate investment trust                 L.L.C., Delaware limited liability company


By:__________________________________________           By:________________________________________
Name: Gerard H. Sweeney                                 Name: Matthew Kaplan
Title:  President and Chief Executive Officer           Title:   Manager



                                      -8-



                                   SCHEDULE 1



                                                          
- ---------------------------------------------------- ---------------------------------------------
Principle Preferred Share Purchase Price                       $90,234.375.00
- ---------------------------------------------------- ---------------------------------------------
Quarterly Dividend payable on January 15, 2004                 $ 2,296,875.00
- ---------------------------------------------------- ---------------------------------------------



                                      -9-

                                                                    Exhibit 12.1

                             Brandywine Realty Trust
           Computation of Ratio of Earnings to Combined Fixed Charges
                       and Preferred Share Distributions
                                 (in thousands)


                                                                                                               For the nine
                                                                                                               months ended
                                                                For the years ended December 31,               September 30,
                                                -------------------------------------------------------------  -------------
                                                   2002         2001         2000         1999         1998        2003
                                                   ----         ----         ----         ----         ----        ----
                                                                                               
Earnings before fixed charges:
Add:
   Income from continuing operations (a)        $  48,397     $ 21,590    $  39,324    $  22,357    $  26,050    $  40,506
   Distributions to preferred unitholders           7,069        7,069        7,069        6,103        1,451        5,302
   Minority interest of preferred unitholders       7,069        7,069        7,069        6,103        1,451        5,302
   Fixed charges - per below                       88,856       94,422       96,510       84,477       40,657       62,164
   Cash distributions from income from
     equity investments                             2,956        5,492           --        1,671          467        1,338
Less:
   Income from equity method investments             (987)      (2,768)      (2,961)      (1,059)        (218)         (38)
   Capitalized interest                            (2,949)      (5,178)      (8,182)      (2,100)      (1,200)      (1,183)
   Distributions to preferred unitholders          (7,069)      (7,069)      (7,069)      (6,103)      (1,451)      (5,302)
   Income allocated to preferred
     shareholders                                 (11,906)     (11,906)     (11,906)      (4,790)        (702)      (8,930)
                                                -------------------------------------------------------------  -------------
Earnings before fixed charges                   $ 131,436    $ 108,721    $ 119,854    $ 106,659    $  66,505    $  99,159
                                                =============================================================  =============
Fixed charges:
Interest expense (including amortization)       $  63,522    $  66,385    $  64,746    $  69,800    $  36,886    $  44,293
Capitalized interest                                2,949        5,178        8,182        2,100        1,200        1,183
Proportionate share of interest for
   unconsolidated investments                       3,410        3,884        4,607        1,684          418        2,456
Distributions to preferred unitholders              7,069        7,069        7,069        6,103        1,451        5,302
Income allocated to preferred                      11,906       11,906       11,906        4,790          702        8,930
                                                -------------------------------------------------------------  -------------
Fixed charges                                   $  88,856    $  94,422    $  96,510    $  84,477    $  40,657    $  62,164
                                                =============================================================  =============
Fixed Charge Coverage Ratio                          1.48         1.15         1.24         1.26         1.64         1.60
                                                =============================================================  =============


(a) Amounts for the years ended December 31, 2002, 2001, 2000, 1999 and 1998
    have been reclassified to present properties identified as held for sale
    consistent with the presentation for the nine months ended September 30,
    2003. As a result, operations have been reclassified to discontinued
    operations from continuing operations for all periods presented.