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                                                                  EXHIBIT 3.2   

                             BRANDYWINE REALTY TRUST


                             ARTICLES SUPPLEMENTARY

                  Brandywine Realty Trust, a Maryland real estate investment
trust (the "Trust"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

                  FIRST: Under a power contained in Section 6.3 of the Amended
and Restated Declaration of Trust of the Trust (the "Declaration"), the Board of
Trustees of the Trust (the "Board of Trustees"), by [resolution duly adopted at
a meeting duly called and held on] [unanimous consent dated] __________ __,
1996, classified and designated a series of the Trust's preferred shares of
beneficial interest, $.01 par value per share, as the Series A Convertible
Preferred Shares (the "Convertible Preferred Shares"), with the following
designation, preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications, and terms and conditions of redemption, which, upon any
restatement of the Declaration, shall be deemed to be part of Article 6 of the
Declaration:

                      SERIES A CONVERTIBLE PREFERRED SHARES

                 1. Number of Authorized Convertible Preferred Shares. The
number of authorized Convertible Preferred Shares shall be _________.

                 2. Voting Rights. Except as otherwise provided by law and as
provided in Section 4(b)(i) hereof, the holders of Convertible Preferred Shares
shall be entitled to vote on all matters as to which holders of common shares of
beneficial interest of the Trust (the "Common Shares") shall be entitled to
vote, together with the holders of Common Shares as a single class, and shall be
entitled to cast the number of votes equal to the number of Common Shares then
issuable upon conversion of the Convertible Preferred Shares owned by such
holder, in accordance with the provisions hereof.

                 3. Dividends.

                           (a) The holders of the Convertible Preferred Shares
shall not be entitled to receive any preferences as to dividends or other
distributions except as set forth in Section 6 hereof.

                           (b) In the event that the Trust pays a dividend with
respect to or makes a distribution on the Common Shares (whether in cash,
securities issued by the Trust or another entity or other property), then the
holders of the Convertible Preferred Shares shall be entitled to

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participate with the holders of the Common Shares in any such dividends or
distributions, such that the holders of the Convertible Preferred Shares shall
receive, with respect to each Convertible Preferred Share held, an amount equal
to the product of (i) the dividend or distribution payable with respect to each
Common Share (except that, if a Conversion Event has not occurred by June 30,
1997, the amount under this clause (i) shall be one hundred twenty percent
(120%) of any such dividend or distribution that is paid (A) on or after July 1,
1997 and prior to a Conversion Event or (B) to holders of record of Common
Shares during such period) multiplied by (ii) the number of Common Shares into
which such Convertible Preferred Share is convertible as of the record date for
such dividend or distribution (or if there is no record date, as of the payment
date).

                           (c) The provisions of this Section 3 shall not apply
to any dividend or distribution that would result in an adjustment of the
Conversion Number (as hereinafter defined) pursuant to Section 4(c)(ii).

                 4. Conversion Rights of Convertible Preferred Shares.

                           (a) Conversion at the Option of the Holder or the
Trust. A holder of record of any Convertible Preferred Shares shall have the
right, at any time, at such holder's option, to convert, without the payment of
any additional consideration, each Convertible Preferred Share held by such
holder into that number of fully paid and non-assessable Common Shares equal to
the Conversion Number (as defined below); provided that, prior to a Conversion
Event (as defined below), any such conversion shall not result in the number of
Common Shares issued upon such conversion plus the number of Common Shares
issued pursuant to prior transactions (including but not limited to, prior
conversions of Convertible Preferred Shares) contemplated by the Contribution
Agreement dated __________ __, 1996 by and among, inter alia, the Trust and RAI
Real Estate Advisors, Inc. as voting trustee of a voting trust dated as of
__________ __, 1996 (the "Voting Trust") or the Securities Purchase Agreement
dated __________ __, 1996 by and between the Trust and Voting Trust
(collectively, the "RAI Agreements") exceeding, in the aggregate, nineteen and
nine-tenths percent (19.9%) of the outstanding Common Shares as of October 31,
1996. After the occurrence of a Conversion Event, the Trust may, by written
notice to each holder, require the conversion of all, but not less than all, of
the Convertible Preferred Shares.

                           (b) Conversion Event. The term "Conversion Event"
shall mean the approval by a majority of the votes actually cast by the holders
of Common Shares, at a duly convened meeting of the shareholders of the Trust in
which vote the holders of the Convertible Preferred Shares shall have no right
to vote such shares, of the unlimited conversion of the Convertible Preferred
Shares into Common Shares.

                           (c) Conversion Number. The initial Conversion Number
shall be ten (10), subject to adjustment in accordance with the provisions in
this Section 4(c). Such respective conversion numbers in effect from time to
time, as adjusted pursuant to this Section

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4(c), are referred to herein as the "Conversion Number." All of the remaining
provisions of this Section 4(c) shall apply separately to the respective
Conversion Numbers in effect from time to time.

                           (i)  Each adjustment to the Conversion Number shall 
be calculated to the nearest four decimal places.

                           (ii) If at any time the Trust:

                                 (A) pays a dividend or makes a distribution on
                                 any of its shares of beneficial interest in
                                 Common Shares;

                                 (B) subdivides its outstanding Common Shares
                                 into a greater number of shares;

                                 (C) combines its outstanding Common Shares into
                                 a smaller number of shares; or

                                 (D) issues Common Shares by reclassification of
                                 any of its shares of beneficial interest

then the Conversion Number in effect immediately prior to such action shall be
adjusted so that the holder of Convertible Preferred Shares may receive upon
conversion, the number of Common Shares which the holder would have owned
immediately following such action if the holder had converted the Convertible
Preferred Shares immediately prior to such action.

                           The adjustment shall become effective immediately
after the record date in the case of a dividend or distribution, and immediately
after the effective date in the case of a subdivision, combination or
reclassification.

                           (d) Mechanics of Conversion. If a holder of
Convertible Preferred Shares desires to exercise the optional conversion right
pursuant to Section 4(a) above, such holder shall give written notice to the
Trust of such holder's election to convert a stated number of Convertible
Preferred Shares into Common Shares, based upon the Conversion Number then in
effect, which notice shall be accompanied by the certificate or certificates
representing such Convertible Preferred Shares which shall be converted into
Common Shares. The notice shall also contain a statement of the name or names in
which the certificate or certificates for Common Shares shall be issued. The
date when such notice is received by the Trust, together with the certificate or
certificates evidencing the Convertible Preferred Shares being surrendered for
conversion, shall be the "Conversion Date." Within two (2) trading days after
the Conversion Date, the Trust shall issue and deliver to such holder of
Convertible Preferred Shares or to such holder's nominee or nominees, a
certificate or certificates evidencing the number of

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Common Shares issuable upon conversion of such Convertible Preferred Shares, and
the certificates evidencing Convertible Preferred Shares surrendered for
conversion shall be canceled by the Trust. If the number of shares evidenced by
the certificate or certificates surrendered for conversion shall exceed the
number of shares to be converted, the Trust shall issue and deliver to the
person entitled thereto a certificate evidencing the balance of any unconverted
shares.

                           (e) No Fractional Shares. Notwithstanding anything
herein to the contrary, no fractional shares shall be issued to any holder of
Convertible Preferred Shares on conversion of such holder's Convertible
Preferred Shares. Instead of any fractional Common Shares that would otherwise
be issuable upon conversion of such holder's Convertible Preferred Shares, the
Trust shall pay to such holder a cash adjustment in respect of such fractional
shares in an amount equal to the same fraction of the Current Market Price
(determined in a manner consistent with that provided in Section 5(c) below) of
a Common Share at the close of business on the Conversion Date.

                           (f) Reservation of Common Shares. The Trust shall at
all times reserve and keep available out of its authorized but unissued Common
Shares, solely for issuance upon conversion of Convertible Preferred Shares as
herein provided, such number of Common Shares as shall be issuable from time to
time upon the conversion of all of the Convertible Preferred Shares at the time
issued and outstanding. If the Common Shares are listed on any national
securities exchange or The Nasdaq Stock Market, the Trust shall also list the
Common Shares issuable upon conversion of the Convertible Preferred Shares on
such exchange, subject to notice of issuance, or include the shares issuable
upon conversion in the listing of its Common Shares on The Nasdaq Stock Market,
as the case may be.

                 5. Redemption.

                           (a) Optional Redemption. At any time after July 1,
1998, if a Conversion Event has not occurred, a holder of record of any
Convertible Preferred Shares shall have the right, at such holder's option, to
require the Trust to redeem from time to time all or any portion of the
Convertible Preferred Shares held by such holder.

                           (b) Redemption Price. The price at which each
Convertible Preferred Share shall be redeemed (the "Redemption Price") shall be
equal to the greater of:

                                    (i) The product of (A) $5.50 plus an amount
(the "Return Amount") equal to 8% of $5.50 per annum, on the basis of a 360-day
year, from the date of issuance of the Convertible Preferred Share to the
Redemption Date (as hereinafter defined) less any cash distributions and the
fair market value of non-cash distributions (to the extent such distributions
are less than or equal to the Return Amount) actually received by the holder on
account of each Convertible Preferred Share and (B) the number of Common Shares
issuable

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upon the conversion of each Convertible Preferred Share if such conversion
occurred on the Redemption Date.

                                    (ii) The product of (A) the Current Market
Price (determined as provided below) of a Common Share and (B) the number of
Common Shares issuable upon the conversion of each Convertible Preferred Share
if such conversion occurred on the Redemption Date.

                           (c) Current Market Price. The "Current Market Price"
of a Common Share shall be determined as follows:

                                    (i) If the Common Shares are listed on a
national securities exchange or admitted to unlisted trading privileges on such
exchange or listed for trading on The Nasdaq Stock Market, the Current Market
Price shall be the last reported sale price of the Common Shares on such
exchange or system on the last business day prior to the Redemption Date, or if
no such sale is made on such day, the average of the closing bid and asked
prices of the Common Shares for such day on such exchange or system; or

                                    (ii) If the Common Shares are not so listed
or admitted to unlisted trading privileges, the Current Market Price shall be
the average of the last reported bid and asked prices reported by the National
Quotation Bureau, Inc., on the last business day prior to the Redemption Date;
or

                                    (iii) If the Common Shares are not so listed
or admitted to unlisted trading privileges and bid and asked prices are not so
reported, the Current Market Price per Share shall be an amount, not less than
90% of the book value per Common Share as at the end of the most recent fiscal
year of the Trust ending prior to the Redemption Date, determined in such
reasonable manner as may be prescribed in good faith by the Board of Trustees of
the Trust.

                           (d) Exercise of Option to Redeem. If a holder of
record of any Convertible Preferred Shares desires to exercise the option to
redeem some or all of such holder's Convertible Preferred Shares pursuant to
this Section 5, such holder shall give written notice to the Trust specifying
the number of shares to be redeemed (a "Redemption Notice"), which notice shall
be accompanied by the certificate or certificates (duly endorsed for transfer)
evidencing the Convertible Preferred Shares to be redeemed. Redemptions shall be
made as of the date that the Redemption Notice is received (or if such date is
not a trading date, as of the first trading day thereafter). Each such date of
redemption shall be a "Redemption Date." The Trust shall, within two (2) trading
days after the Redemption Date, pay the Redemption Price, without interest, to,
or to the order of, the person whose name appears on such certificate or
certificates as the owner thereof. If the number of shares evidenced by the
certificate or certificates surrendered shall exceed the number of shares to be
redeemed, the Trust shall issue and deliver to the person entitled thereto, a
certificate evidencing the balance of any unredeemed

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shares. Any Convertible Preferred Shares that are redeemed by a holder thereof
shall be retired and shall not be reissued.

                 6. Rights upon Liquidation, Merger or Consolidation.

                           (a) In the event of any liquidation, dissolution or
winding up, whether voluntary or involuntary, of the Trust (a "Liquidation")
prior to a Conversion Event, the holders of the issued and outstanding
Convertible Preferred Shares shall be entitled to receive for each Convertible
Preferred Share, before any distribution or payments are made upon any Common
Shares or any other security subordinate as to liquidation to the Convertible
Preferred Shares, and after payment by the Company of all sums due all
creditors, an amount equal to the greater of (A) such pro rata amount as would
have been payable with respect to the Common Shares into which such Convertible
Preferred Share was convertible immediately prior to the Liquidation if all
outstanding Convertible Preferred Shares had been so converted (the "Pro Rata
Amount") or (B) the product of $5.50 multiplied by the number of Common Shares
issuable upon the conversion of such Convertible Preferred Share if such
conversion occurred immediately prior to the Liquidation, plus all declared but
unpaid dividends. If, upon a Liquidation prior to a Conversion Event, the assets
available for distribution to the holders of Convertible Preferred Shares shall
be insufficient to pay such holders their liquidation preference in full, then
such holders shall share ratably in the distribution of such assets in
proportion to the respective sums which would otherwise be payable upon such
distribution if all sums so payable to the holders of Convertible Preferred
Shares were paid in full. In the event of any Liquidation after a Conversion
Event, the holders of the Convertible Preferred Shares shall be entitled to the
Pro Rata Amount. In no event shall holders of Convertible Preferred Shares be
entitled to distributions upon Liquidation in excess of the foregoing.

                           (b) Upon a merger, consolidation or similar
transaction involving the Trust, the holders of the issued and outstanding
Convertible Preferred Shares shall be entitled to receive for each Convertible
Preferred Share such payment and/or distribution as would have been paid or
distributed with respect to the Common Shares into which such Convertible
Preferred Share was convertible immediately prior to the merger, consolidation
or similar transaction if all outstanding Convertible Preferred Shares had been
so converted.

                           (c) Without the written consent of the holders of a
majority of the Convertible Preferred Shares then outstanding, prior to a
Conversion Event, no series of shares of beneficial interest in the Trust shall
be authorized or issued with rights upon a Liquidation senior to or pari passu
with the Convertible Preferred Shares.

                           (d) In determining whether a distribution (other than
upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares or otherwise, is permitted under applicable law, amounts
that would be needed, if the Trust were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of holders of
Convertible Preferred Shares whose preferential rights upon dissolution are
superior to those receiving the distribution shall not be added to the Trust's
total liabilities.


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                  SECOND: The Convertible Preferred Shares have been classified
and designated by the Board of Trustees under the authority contained in the
Declaration.

                  THIRD: These Articles Supplementary have been approved by the
Board of Trustees in the manner and by the vote required by law.

                  FOURTH: The undersigned President of the Trust acknowledges
these Articles Supplementary to be the trust act of the Trust and, as to all
matters or facts required to be verified under oath, the undersigned President
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.

                  IN WITNESS WHEREOF, the Trust has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and attested to by its Secretary on this _____ of _________, 1996.

ATTEST:                               BRANDYWINE REALTY TRUST



________________________________      By:________________________________(SEAL)
_______________________, Secretary          Gerard H. Sweeney, President

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