

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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



                                   FORM 8-K


                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



      Date of Report (Date of earliest event reported): February 24, 1998



                            BRANDYWINE REALTY TRUST
                            -----------------------
            (Exact name of registrant as specified in its charter)



          Maryland                       1-9106                23-2413352
(State or Other Jurisdiction          (Commission           (I.R.S. Employer
      of Incorporation)               File Number)        Identification No.)


            16 Campus Boulevard, Newtown Square, Pennsylvania 19073
                   (Address of principal executive offices)


                                (610) 325-5600
             (Registrant's telephone number, including area code)




                                  Page 1 of 3

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Item 5.  Other Events.

Public Offering

         On February 24, 1998, Brandywine Realty Trust (the "Company") and
Brandywine Operating Partnership, L.P. entered into an Underwriting Agreement
(the "Underwriting Agreement") with Legg Mason Wood Walker, Incorporated (the
"Underwriter") pursuant to which the Company agreed to sell to the Underwriter
an aggregate of 629,921 common shares of beneficial interest, $.01 par value
per share (the "Common Shares"). The Common Shares are to be sold pursuant to
the Underwriting Agreement at a price to the public of $23.8125 per share
($22.7409 per share after reduction for underwriting discounts and
commissions). The Underwriter intends to deposit the Common Shares with the
trustee of Legg Mason REIT Trust, February 1998 Series (the "Trust"), a
registered unit investment trust under the Investment Company Act of 1940, as
amended, in exchange for units of the Trust.

         The Underwriter is acting as sponsor and depositor of the Trust, and
is therefor considered an affiliate of the Trust. Walter D'Alessio, a member
of the Company's Board of Trustees, is President of Legg Mason Real Estate
Services, Inc., a subsidiary of Legg Mason, Inc., the parent of the
Underwriter. In addition, the Underwriter has engaged, and may in the future
engage, in investment banking activities on behalf of the Company and its
affiliates for which customary compensation will be received.

         The net proceeds, less expenses estimated at $75,000, will be
contributed by the Company to the Operating Partnership, which will use such
contribution to make additional acquisitions of office or industrial
properties and for working capital purposes. Closing of the offering of Common
Shares pursuant to the Underwriting Agreement is subject to customary closing
conditions.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits.

 1.1     Underwriting Agreement among the Company, Brandywine Operating
         Partnership, L.P. and Legg Mason Wood Walker, Incorporated

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Zelenkofske Axelrod & Co., Ltd.

                                  Page 2 of 3

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                                   Signature

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                  BRANDYWINE REALTY TRUST


Date:  February 24, 1998          By:     /s/ GERARD H. SWEENEY
                                       ------------------------
                                       Gerard H. Sweeney
                                       President and Chief Executive Officer
                                            (Principal Executive Officer)



Date:  February 24, 1998          By:     /s/ MARK S. KRIPKE
                                       ---------------------
                                       Mark S. Kripke
                                       Chief Financial Officer and Secretary
                                            (Principal Financial and Accounting
                                             Officer)


                                  Page 3 of 3

