<SUBMISSION>
<ACCESSION-NUMBER>0000950116-03-003476
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20030630
<FILING-DATE>20030813
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BRANDYWINE REALTY TRUST
<CIK>0000790816
<ASSIGNED-SIC>6798
<IRS-NUMBER>232413352
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-09106
<FILM-NUMBER>03840798
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>14 CAMPUS BLVD
<STREET2>STE 100
<CITY>NEWTOWN SQUARE
<STATE>PA
<ZIP>19073
<PHONE>6103255600
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>TWO GREENTREE CENTRE
<STREET2>SUITE 100
<CITY>MARLTON
<STATE>NJ
<ZIP>08053
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LINPRO SPECIFIED PROPERTIES
<DATE-CHANGED>19920703
</FORMER-COMPANY>
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<TYPE>10-Q
<SEQUENCE>1
<FILENAME>ten-q.txt
<DESCRIPTION>10-Q
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

           X        Quarterly Report Pursuant to Section 13 or 15(d) of the
         ----       Securities Exchange Act of 1934

                    For the quarterly period ended June 30, 2003
                                       or
         ____       Transition Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

                    For the transition period from ____________ to ___________

                          Commission file number 1-9106
                                                 ------

                             Brandywine Realty Trust
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                      Maryland                         23-2413352
       -------------------------------      -----------------------------------
       State or other jurisdiction of       (I.R.S. Employer Identification No.)
        incorporation or organization

             401 Plymouth Road, Plymouth Meeting, Pennsylvania 19462
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (610) 325-5600
                          -----------------------------
                          Registrant's telephone number


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months or for such shorter period that the registrant was
required to file such reports and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]

A total of 37,359,460 Common Shares of Beneficial Interest, par value $.01 per
share, were outstanding as of August 13, 2003.






<PAGE>


 BRANDYWINE REALTY TRUST

                                                   TABLE OF CONTENTS
                                                   -----------------

                                            PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                 ----
<S>            <C>                                                                                               <C>
Item 1.        Financial Statements (unaudited)

               Condensed Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002................     3

               Condensed Consolidated Statements of Operations for the three- and six-month periods
               ended June 30, 2003 and June 30, 2002..........................................................     4

               Condensed Consolidated Statements of Cash Flows for the six-month periods ended June
               30, 2003 and June 30, 2002.....................................................................     5

               Notes to Condensed Consolidated Financial Statements...........................................     6

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of
               Operations.....................................................................................     19

Item 3.        Quantitative and Qualitative Disclosures about Market Risk.....................................     27

Item 4.        Controls and Procedures........................................................................     27



                                              PART II - OTHER INFORMATION

Item 1.         Legal Proceedings.............................................................................     28

Item 4.         Submission of Matters to a Vote of Security Holders...........................................     28

Item 6.        Exhibits and Reports on Form 8-K...............................................................     28

               Signatures.....................................................................................     30
</TABLE>


                                        2
<PAGE>



PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements

                                         BRANDYWINE REALTY TRUST
                                  CONDENSED CONSOLIDATED BALANCE SHEETS
                         (in thousands, except share and per share information)
<TABLE>
<CAPTION>
                                                                         June 30,           December 31,
                                                                           2003                 2002
                                                                        ----------           ----------
                                                                        (unaudited)
          <S>                                                           <C>                  <C>
          ASSETS
          Real estate investments:
             Operating properties                                       $1,896,697           $1,890,009
             Accumulated depreciation                                     (263,327)            (245,230)
                                                                        ----------           ----------
                                                                         1,633,370            1,644,779
             Construction-in-progress                                       43,624               58,127
             Land held for development                                      43,637               43,075
                                                                        ----------           ----------
                                                                         1,720,631            1,745,981


          Cash and cash equivalents                                          7,520               26,801
          Escrowed cash                                                     17,605               16,318
          Accounts receivable, net                                           3,729                3,657
          Accrued rent receivable, net                                      30,959               28,333
          Marketable securities                                             11,918               11,872
          Assets held for sale                                              23,262                7,666
          Investment in real estate ventures, at equity                     14,646               14,842
          Deferred costs, net                                               28,279               29,271
          Other assets                                                      28,246               34,547
                                                                        ----------           ----------
             Total assets                                               $1,886,795           $1,919,288
                                                                        ==========           ==========

          LIABILITIES AND BENEFICIARIES' EQUITY
          Mortgage notes payable                                        $  575,839           $  597,729
          Borrowings under Credit Facility                                 264,000              307,000
          Unsecured term loan                                              100,000              100,000
          Accounts payable and accrued expenses                             21,786               27,576
          Distributions payable                                             22,106               21,186
          Tenant security deposits and deferred rents                       21,685               22,276
          Other liabilities                                                 18,869               22,006
          Liabilities related to assets held for sale                          254                   20
                                                                        ----------           ----------
             Total liabilities                                           1,024,539            1,097,793

          Minority interest                                                133,468              135,052


          Commitments and contingencies

          Beneficiaries' equity:
             Preferred Shares (shares authorized-10,000,000):
                7.25% Series A Cumulative Convertible Preferred
                    Shares, $.01 par value; issued and outstanding-
                    750,000 in 2003 and 2002                                     8                    8
                8.75% Series B Cumulative Convertible Preferred
                    Shares, $.01 par value; issued and outstanding-
                    4,375,000 in 2003 and 2002                                  44                   44
             Common Shares of Beneficial Interest, $0.01 par value;
                shares authorized-100,000,000; issued and outstanding-
                37,359,131 in 2003 and 35,226,315 in 2002                      373                  352
             Additional paid-in capital                                    894,051              841,659
             Share warrants                                                    401                  401
             Cumulative earnings                                           251,713              225,010
             Accumulated other comprehensive loss                           (4,923)              (6,402)
             Cumulative distributions                                     (412,879)            (374,629)
                                                                        ----------           ----------
                    Total beneficiaries' equity                            728,788              686,443
                                                                        ----------           ----------

             Total liabilities and beneficiaries' equity                $1,886,795           $1,919,288
                                                                        ==========           ==========
</TABLE>



         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.





                                        3
<PAGE>
<TABLE>
<CAPTION>
                                                       BRANDYWINE REALTY TRUST
                                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (unaudited and in thousands, except per share information)


                                                                                       Three-Month Periods       Six-Month Periods
                                                                                         Ended June 30,           Ended June 30,
                                                                                      --------------------     --------------------
                                                                                       2003         2002         2003        2002
                                                                                      -------      -------     --------    --------
<S>                                                                                   <C>          <C>         <C>         <C>
Revenue:
   Rents                                                                              $64,961      $62,095     $129,281    $121,301
   Tenant reimbursements                                                                8,559        8,102       17,164      15,472
   Other                                                                                1,356        2,717        4,083       5,586
                                                                                      -------      -------     --------    --------
     Total revenue                                                                     74,876       72,914      150,528     142,359

Expenses:
   Property operating expenses                                                         19,281       18,232       40,799      36,453
   Real estate taxes                                                                    6,819        6,118       13,423      11,854
   Interest                                                                            15,241       16,105       30,547      31,835
   Depreciation and amortization                                                       15,062       15,268       29,856      27,542
   Administrative expenses                                                              3,809        3,805        7,323       7,841
                                                                                      -------      -------     --------    --------
     Total operating expenses                                                          60,212       59,528      121,948     115,525

Income from continuing operations before equity in income of real estate
   ventures, net gain on sales of interests in real estate and minority interest       14,664       13,386       28,580      26,834
Equity in income of real estate ventures                                                  411          229          569         693
                                                                                      -------      -------     --------    --------
Income from continuing operations before gain on sale of interests
   in real estate and minority interest                                                15,075       13,615       29,149      27,527
Gain on sale of interests in real estate                                                    -            -        1,152           -
Minority interest attributable to continuing operations                                (2,299)      (2,270)      (4,618)     (4,612)
                                                                                      -------      -------     --------    --------
Income from continuing operations                                                      12,776       11,345       25,683      22,915
Discontinued operations:
   Income from discontinued operations                                                    395        1,416          895       5,581
   Gains on disposition of discontinued operations                                        390          116          951       8,562
   Minority interest                                                                      (37)         (77)         (88)       (789)
                                                                                      -------      -------     --------    --------
Income from discontinued operations                                                       748        1,455        1,758      13,354
                                                                                      -------      -------     --------    --------
Net income                                                                             13,524       12,800       27,441      36,269
Income allocated to Preferred Shares                                                   (2,976)      (2,977)      (5,952)     (5,954)
                                                                                      -------      -------     --------    --------
Income allocated to Common Shares                                                     $10,548      $ 9,823     $ 21,489    $ 30,315
                                                                                      =======      =======     ========    ========

Basic earnings per Common Share:
     Continuing operations                                                            $  0.27      $  0.22     $   0.54    $   0.46
     Discontinued operations                                                             0.02         0.04         0.05        0.37
                                                                                      -------      -------     --------    --------
                                                                                      $  0.29      $  0.26     $   0.59    $   0.83
                                                                                      =======      =======     ========    ========

Diluted earnings per Common Share:
     Continuing operations                                                            $  0.27      $  0.22     $   0.53    $   0.45
     Discontinued operations                                                             0.02         0.04         0.05        0.37
                                                                                      -------      -------     --------    --------
                                                                                      $  0.29      $  0.26     $   0.58    $   0.82
                                                                                      =======      =======     ========    ========
</TABLE>






         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.


                                        4
<PAGE>



                                          BRANDYWINE REALTY TRUST
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (unaudited and in thousands)
<TABLE>
<CAPTION>
                                                                                   Six-Month Periods Ended
                                                                                          June 30,
                                                                                  ------------------------
                                                                                    2003            2002
                                                                                  --------        --------
<S>                                                                               <C>             <C>
Cash flows from operating activities:
     Net income                                                                   $ 27,441        $ 36,269
      Adjustments to reconcile net income to net cash from
       operating activities:
       Depreciation                                                                 26,899          26,875
       Amortization:
          Deferred financing costs                                                   1,004           1,007
          Deferred leasing costs                                                     3,404           2,706
          Deferred compensation costs                                                1,500           1,599
       Straight-line rent                                                           (2,913)         (2,937)
       Provision for doubtful accounts                                                 300           1,122
       Net gain on sale of interests in real estate                                 (2,103)         (8,562)
       Minority interest                                                             4,706           5,401
       Changes in assets and liabilities:
          Accounts receivable                                                         (243)          2,498
          Other assets                                                               6,008           4,696
          Accounts payable and accrued expenses                                     (5,476)        (10,103)
          Tenant security deposits and deferred rents                                 (328)         (6,580)
          Other liabilities                                                           (988)           (913)
                                                                                  --------        --------
             Net cash from operating activites                                      59,211          53,078

Cash flows from investing activities:
     Acquisitions of properties                                                          -         (22,887)
     Sales of properties                                                             4,078          59,054
     Capital expenditures                                                          (19,140)        (22,179)
     Investment in real estate ventures                                               (192)           (476)
     Escrowed cash                                                                  (1,287)            997
     Cash distributions from real estate ventures in excess
      of equity in income                                                              388             461
     Leasing costs                                                                  (3,640)         (6,518)
                                                                                  --------        --------
             Net cash from investing activities                                    (19,793)          8,452

Cash flows from financing activites:
     Proceeds from notes payable, Credit Facility                                   21,000          15,000
     Repayments of notes payable, Credit Facility                                  (64,000)        (26,000)
     Proceeds from mortgage notes payable                                                -          14,021
     Repayments of mortgage notes payable                                          (21,890)         (4,229)
     Debt financing costs                                                              (50)              -
     Repayments on employee stock loans                                              1,613           1,618
     Proceeds from issuance of shares, net                                          47,042               -
     Repurchases of Common Shares and minority interest units                            -          (7,905)
     Distributions paid to shareholders                                            (37,307)        (37,605)
     Distributions to minority interest holders                                     (5,107)         (5,413)
                                                                                  --------        --------
             Net cash from financing activities                                    (58,699)        (50,513)
                                                                                  --------        --------

(Decrease) increase in cash and cash equivalents                                   (19,281)         11,017
Cash and cash equivalents at beginning of period                                    26,801          13,459
                                                                                  --------        --------
Cash and cash equivalents at end of period                                        $  7,520        $ 24,476
                                                                                  ========        ========
</TABLE>



         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.




                                        5

<PAGE>


                             BRANDYWINE REALTY TRUST
                             -----------------------

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         --------------------------------------------------------------

                                  JUNE 30, 2003
                                  -------------

1. THE COMPANY
   -----------

Brandywine Realty Trust (collectively with its subsidiaries, the "Company") is a
self-administered and self-managed real estate investment trust (a "REIT")
active in acquiring, developing, redeveloping, leasing and managing office and
industrial properties. As of June 30, 2003, the Company's portfolio included 209
office properties, 27 industrial properties and one mixed-use property
(collectively, the "Properties") that contained an aggregate of 16.2 million net
rentable square feet. The Properties are located in the office and industrial
markets in and surrounding Philadelphia, Pennsylvania, New Jersey and Richmond,
Virginia. As of June 30, 2003, the Company also held economic interests in ten
unconsolidated real estate ventures (the "Real Estate Ventures") formed with
third parties to develop commercial properties.

The Company owns its assets and conducts its operations through Brandywine
Operating Partnership, L.P. (the "Operating Partnership"). The Company is the
sole general partner of the Operating Partnership and, as of June 30, 2003, was
entitled to approximately 95.6% of the Operating Partnership's distributions
after distributions by the Operating Partnership to holders of its Series B
Preferred Units (defined below). The Operating Partnership owns a 95% interest
in Brandywine Realty Services Corporation (the "Management Company"), a taxable
REIT subsidiary that, as of June 30, 2003, was performing management and leasing
services for 39 properties owned by third-parties.

Minority interest is comprised of Class A Units of limited partnership interest
("Class A Units") and Series B Preferred Units of limited partnership interest
("Series B Preferred Units"). The Operating Partnership issued these Units to
persons that contributed assets to the Operating Partnership. The Operating
Partnership is obligated to redeem each Class A Unit, at the request of the
holder, for cash or one Common Share, at the option of the Company. Each Series
B Preferred Unit has a stated value of $50.00 and is convertible, at the option
of the holder, into Class A Units at a conversion price of $28.00. The
conversion price declines to $26.50, if the average trading price of the Common
Shares during the 60-day period ending December 31, 2003 is $23.00 or less. The
Series B Preferred Units bear a cumulative preferred distribution of 7.25% per
annum ($3.625 per unit per annum), subject to an increase in the event quarterly
distributions paid to holders of Common Shares exceed $0.51 per share. Income
allocated to minority interest includes the amount of the Series B Preferred
Unit distribution and the pro rata share of net income of the Operating
Partnership allocated to the Class A Units held by third parties. As of June 30,
2003, 1,737,203 Class A Units and 1,950,000 Series B Preferred Units were
outstanding and held by third party investors. Minority interest also includes
the 5% interest in the Management Company that is owned by a partnership
comprised of two Company executives.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   ------------------------------------------

Basis of Presentation
---------------------
The condensed consolidated financial statements have been prepared by the
Company without audit except as to the balance sheet as of December 31, 2002,
which has been prepared from audited data, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the included disclosures are adequate to make the
information presented not misleading. In the opinion of management, all
adjustments (consisting solely of normal recurring matters) necessary to fairly
present the financial position of the Company as of June 30, 2003, the results
of its operations for the three- and six-month periods ended June 30, 2003 and
2002, and its cash flows for the six-month periods ended June 30, 2003 and 2002
have been included. The results of operations for such interim periods are not
necessarily indicative of the results for a full year. For further information,
refer to the Company's consolidated financial statements and footnotes included
in the Annual Report on Form 10-K for the year ended December 31, 2002. Certain
prior period amounts have been reclassified to conform with the current period
presentation.



                                        6
<PAGE>



Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include all accounts of the
Company, its majority-owned and/or controlled subsidiaries, which consist
principally of Operating Partnership as well as the Management Company
(consolidated subsequent to January 1, 2001, see below). The portion of these
entities not owned by the Company is presented as minority interest as of and
during the periods consolidated. All intercompany accounts and transactions have
been eliminated in consolidation.

See Investments in Unconsolidated Real Estate Ventures in Note 4 for the
Company's treatment of unconsolidated real estate venture interests. All
significant intercompany accounts and transactions have been eliminated.

Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Management makes significant estimates regarding revenue, impairment of
long-lived assets, allowance for doubtful accounts and deferred costs.

Operating Properties
--------------------
Operating properties are carried at historical cost less accumulated
depreciation and impairment losses. The cost of operating properties reflects
their purchase price or development cost. Costs incurred for the acquisition and
renovation of an operating property are capitalized to the Company's investment
in that property. Maintenance and repairs are charged to expense as incurred.

Depreciation and Amortization
-----------------------------
The costs of buildings and improvements are depreciated using the straight-line
method based on the following useful lives: buildings and improvements (five to
40 years) and tenant improvements (the shorter of the lease term or the life of
the asset).

Construction in Progress
------------------------
Project costs directly associated with the development and construction of a
real estate project are capitalized as construction in progress. In addition,
interest, real estate taxes and general and administrative expenses that are
directly associated with the Company's development activities are capitalized
until completion of the building shell. Once the building shell of a real estate
project is completed, the costs capitalized to construction in progress are
transferred to land and buildings. The Company capitalized direct construction
costs totaling $.4 million and $.9 million for the three- and six-month periods
ended June 30, 2003, and $.3 million and $.7 million for the three- and
six-month periods ended June 30, 2002. The Company capitalized interest totaling
$.2 million and $.6 million for the three- and six-month periods ended June 30,
2003 and $.7 million and $1.6 million for the three- and six-month periods ended
June 30, 2002 related to development of certain Properties and land holdings.

Impairment of Long-Lived Assets
-------------------------------
In accordance with Statement of Financial Accounting Standards No. 144 ("SFAS
144"), Accounting for the Impairment or Disposal of Long-Lived Assets,
long-lived assets, such as real estate investments and purchased intangibles
subject to amortization, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. Assets to be disposed of are separately presented in
the balance sheet and reported at the lower of the carrying amount or fair value
less costs to sell, and are no longer depreciated. The other assets and
liabilities related to assets classified as held-for-sale are presented
separately in the consolidated balance sheet.

No impairment losses were recorded for the three- and six-month periods ended
June 30, 2003 and 2002.




                                        7
<PAGE>



Cash and cash equivalents
-------------------------
Cash and cash equivalents are highly liquid investments with original maturities
of three months or less. The Company maintains cash equivalents in financial
institutions in excess of insured limits.

Investments in Unconsolidated Real Estate Ventures
--------------------------------------------------
The Company accounts for its investments in unconsolidated Real Estate Ventures
under the equity method of accounting as the Company exercises significant
influence, but does not control these entities under the provisions of the
entities' governing agreements. These investments are recorded initially at
cost, as Investments in Real Estate Ventures, and subsequently adjusted for
equity in earnings and cash contributions and distributions.

On a periodic basis, management assesses whether there are any indicators that
the value of the Company's investments in unconsolidated Real Estate Ventures
may be impaired. An investment is impaired only if management's estimate of the
value of the investment is less than the carrying value of the investment. To
the extent impairment has occurred, the loss shall be measured as the excess of
the carrying amount of the investment over the value of the investment.
Management does not believe that the value of any of the Company's investments
in Real Estate Ventures is impaired. See Note 4.

Deferred Costs
--------------
Costs incurred in connection with property leasing are capitalized as deferred
leasing costs. Deferred leasing costs consist primarily of leasing commissions
that are amortized on the straight-line method over the term of the respective
lease. Lease terms generally range from one to 15 years. Management re-evaluates
the deferred leasing costs for potential impairment as economic and market
conditions change. Internal direct leasing costs deferred totaled $1.0 million
and $1.9 million for the three-and six-month periods ended June 30, 2003, and
$1.0 million and $1.7 million for the three-and six-month periods ended June 30,
2002.

Costs incurred in obtaining long-term financing are amortized on a straight line
basis and charged to interest expense over the terms of the related debt
agreements. This approach approximates the effective interest rate method.

Intangible Assets
-----------------
The Company allocates the purchase price of properties to net tangible and
identified intangible assets (included in Other Assets) acquired based on fair
values. Above-market and below-market in-place lease values for acquired
properties are recorded based on the present value (using an interest rate which
reflects the risks associated with the leases acquired) of the difference
between (i) the contractual amounts to be paid pursuant to the in-place leases
and (ii) the Company's estimate of the fair market lease rates for the
corresponding in-place leases, measured over a period equal to the remaining
non-cancellable term of the lease. Capitalized above-market lease values are
amortized as a reduction of rental income over the remaining non-cancellable
terms of the respective leases. Capitalized below-market lease values amortized
as an increase of rental income over the remaining non-cancellable terms of the
respective leases, including any fixed-rate renewal periods.

The aggregate value of other intangibles acquired is measured based on the
difference between (i) the property valued with in-place leases adjusted to
market rental rates and (ii) the property valued as if it was vacant. The
Company allocates a portion of the purchase price to lease origination costs.
The Company estimates the cost to execute leases with terms similar to the
remaining lease terms of the in-place leases, include leasing commissions, legal
and other related expenses. This intangible asset is amortized to expense over
the remaining term of the respective leases. Company estimates of value are made
using methods similar to those used by independent appraisers. Factors
considered by the Company in their analysis include an estimate of the carrying
costs during the expected lease-up periods considering current market conditions
and costs to execute similar leases. The Company also considers information
obtained about each property as a result of its pre-acquisition due diligence,
marketing and leasing activities in estimating the fair value of the tangible
and intangible assets acquired. In estimating carrying costs, the Company
includes real estate taxes, insurance and other operating expenses and estimates
of lost rentals at market rates during the expected lease-up periods, which
primarily range from three to twelve months.






                                        8
<PAGE>

The total amount of these other intangible assets is further allocated to tenant
relationships and in-place leases based on the Company's evaluation of the
specific characteristics of each tenant's lease and the Company's overall
relationship with the respective tenant. Characteristics considered by the
Company in allocating value to its tenant relationships include the nature and
extent of the Company's business relationship with the tenant, growth prospects
for developing new business with the tenant, the tenant's credit quality and
expectations of lease renewals, among other factors. The value of tenant
relationship intangibles is amortized over the remaining initial lease term and
renewals, but in no event longer than the remaining depreciable life of the
building. The value of in-place leases is amortized over the remaining
non-cancellable term of the respective leases and any fixed-rate renewal
periods.

In the event that a tenant terminates its lease, the unamortized portion of each
intangible, including market rate adjustments, lease origination costs, in-place
lease values and tenant relationship values, would be charged to expense.

Revenue Recognition
-------------------
Rental revenue is recognized on the straight-line basis from the later of the
date of the origination of the lease or the date of acquisition of the facility
subject to existing leases, which averages minimum rents over the terms of the
leases. The cumulative difference between lease revenue recognized under this
method and contractual lease payment terms is recorded as "accrued rent
receivable"on the accompanying balance sheets. The straight-line rent adjustment
increased revenue by approximately $1.4 million and $2.9 million for the three-
and six-month periods ended June 30, 2003 and approximately $1.6 million and
$2.9 million for the three- and six-month periods ended June 30, 2002. Tenant
receivables and accrued rent receivables are carried net of the allowances for
doubtful accounts of $1.8 million and $2.4 million as of June 30, 2003 and $2.3
million and $2.3 million as of December 31, 2002. The allowance is based on
management's evaluation of the collectability of receivables, taking into
account tenant specific considerations as well as the overall tenant credit
portfolio. The leases also typically provide for tenant reimbursement of common
area maintenance and other operating expenses. Deferred rental revenue
represents rental revenue received from tenants prior to their due dates.

Stock-Based Compensation Plans
------------------------------
In December 2002, the Financial Accounting Standards Board issued SFAS 148
("SFAS 148"), Accounting for Stock-Based Compensation - Transition and
Disclosure. SFAS 148 amends SFAS 123 ("SFAS 123"), Accounting for Stock-Based
Compensation, to provide alternative methods of transition for an entity that
voluntarily adopts the fair value recognition method of recording stock option
expense. SFAS 148 also amends the disclosure provisions of SFAS 123 and APB
Opinion No. 28, Interim Financial Reporting, to require disclosure in the
summary of significant accounting policies of the effects of an entity's
accounting policy with respect to stock options on reported net income and
earnings per share in annual and interim financial statements.

Prior to 2002, the Company accounted for stock options issued under the
recognition and measurement provisions of APB Opinion No. 25, Accounting for
Stock Issued to Employees and Related Interpretations. The following table
illustrates the effect on net income and earnings per share if the fair value
based method had been applied to all outstanding and unvested awards in each
period (in thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                                                  Three-month period            Six-month period
                                                                                    ended June 30,               ended June 30,
                                                                                ---------------------         -------------------
                                                                                 2003           2002            2003       2002
                                                                                -------        ------         -------     -------
<S>                                                                             <C>            <C>            <C>         <C>
Net income available to Common Shares, as reported                              $10,548        $9,823         $21,489     $30,315

Add:  Stock based compensation expense included in reported net income              688           582           1,372       1,229
Deduct:  Total stock based compensation expense determined under
     fair value recognition method for all awards                                  (801)         (762)         (1,597)     (1,589)
                                                                                -------        ------         -------     -------
Pro forma net income available to Common Shares                                 $10,435        $9,643         $21,264     $29,955
                                                                                =======        ======         =======     =======

Earnings per Common Share
     Basic - as reported                                                        $  0.29        $ 0.26         $  0.59     $  0.83
                                                                                =======        ======         =======     =======
     Basic - pro forma                                                          $  0.28        $ 0.26         $  0.58     $  0.82
                                                                                =======        ======         =======     =======

     Diluted - as reported                                                      $  0.29        $ 0.26         $  0.58     $  0.82
                                                                                =======        ======         =======     =======
     Diluted - pro forma                                                        $  0.28        $ 0.26         $  0.58     $  0.81
                                                                                =======        ======         =======     =======
</TABLE>


                                        9
<PAGE>



Accounting for Derivative Instruments and Hedging Activities
------------------------------------------------------------
The Company accounts for its derivative instruments and hedging activities under
SFAS No. 133 ("SFAS 133"), Accounting for Derivative Instruments and Hedging
Activities, and its corresponding amendments under SFAS No. 138, Accounting for
Certain Derivative Instruments and Hedging Activities - An Amendment of SFAS
133. SFAS 133 requires the Company to measure every derivative instrument
(including certain derivative instruments embedded in other contracts) at fair
value and record them in the balance sheet as either an asset or liability. For
derivatives designated as fair value hedges, the changes in fair value of both
the derivative instrument and the hedged item are recorded in earnings. For
derivatives designated as cash flow hedges, the effective portions of changes in
the fair value of the derivative are reported in other comprehensive income.
Changes in fair value of derivative instruments and ineffective portions of
hedges are recognized in earnings in the current period. For the six-month
period ended June 30, 2003, the Company was not party to any derivative contract
designated as a fair value hedge.

The Company actively manages its ratio of fixed-to-floating rate debt. To manage
its fixed and floating rate debt in a cost-effective manner, the Company, from
time to time, enters into interest rate swap agreements, in which it agrees to
exchange various combinations of fixed and/or variable interest rates based on
agreed upon notional amounts.

Income Taxes
------------
The Company has elected to be treated as a REIT under Sections 856 through 860
of the Internal Revenue Code of 1986, as amended (the "Code"). In order to
maintain its qualification as a REIT, among other things, the Company is
required to distribute at least 90% of its REIT taxable income to its
shareholders and meet certain tests regarding the nature of its income and
assets. As a REIT, the Company is not subject to federal income tax with respect
to that portion of its income which meets certain criteria and is distributed
annually to the shareholders. Accordingly, no provision for federal income taxes
is included in the accompanying consolidated financial statements. The Company
plans to continue to operate so that it meets the requirements for taxation as a
REIT. Many of these requirements, however, are highly technical and complex. If
the Company were to fail to meet these requirements, the Company would be
subject to federal income tax. The Company is subject to certain state and local
taxes. Provision for such taxes has been included in general and administrative
expenses in the Company's consolidated statement of operations.

Recently Issued Accounting Standards
------------------------------------
In May 2003, the FASB issued SFAS No. 150 ("SFAS 150"), Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity. SFAS
150 generally applies to instruments that are mandatorily redeemable, that
represent obligations that will be settled with a variable number of the
Company's shares, or that represent an obligation to purchase a fixed number of
the Company's shares. For instruments within its scope, the statement requires
classification as a liability with initial measurement at fair value. Subsequent
measurement depends upon the certainty of the terms of the settlement (amount,
timing) and whether the obligation will be settled by a transfer of assets or by
issuance of a fixed or variable number of equity shares. SFAS No. 150 is
applicable now for instruments issued since SFAS No. 150 was issued, and as of
July 1, 2003, for instruments that predate SFAS No. 150's issuance. The Company
does not expect the adoption of SFAS No. 150 to have a significant effect to the
Company's financial position, results of operations or comprehensive income.

3. ACQUISITIONS AND DISPOSITIONS OF REAL ESTATE INVESTMENTS
   --------------------------------------------------------

2003
----
During the six-month period ended June 30, 2003, the Company sold one office
property and three units of one office property containing 31,000 net rentable
square feet and one parcel of land containing 3.1 acres for an aggregate of $4.6
million, realizing a net gain of $2.1 million. During the three-month period
ended June 30, 2003, the Company sold one office property containing 2,500 net
rentable square feet for $.9 million, realizing a gain of $.4 million.

2002
----
During the six-month period ended June 30, 2002, the Company sold 16 office
properties containing an aggregate of 1.1 million net rentable square feet, 20
industrial properties containing an aggregate of .9 million net rentable square
feet and one parcel of land containing 10.0 acres for an aggregate of $168.1
million, realizing a net gain of $8.6 million. The Company also purchased five
office properties containing 503,000 net rentable square feet for an aggregate
of $82.0 million. During the three-month period ended June 30, 2002, the Company
sold six office properties containing an aggregate of 364,000 net rentable
square feet, 10 industrial properties containing an aggregate of 297,000 net
rentable square feet and one parcel of land containing 10.0 acres for an
aggregate of $50.2 million, realizing a net gain of $.1 million, and purchased
one office property containing 143,000 net rentable square feet for $14.8
million.








                                       10
<PAGE>

4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
   -------------------------------------------------

As of June 30, 2003, the Company had an aggregate investment of approximately
$14.6 million in ten Real Estate Ventures (net of returns of investment received
by the Company). The Company formed these ventures with unaffiliated third
parties to develop office properties or to acquire land in anticipation of
possible development of office properties. Eight of the Real Estate Ventures own
eight office buildings that contain an aggregate of approximately 1.2 million
net rentable square feet; one Real Estate Venture developed a hotel property
that contains 137 rooms; and one Real Estate Venture holds approximately 3.0
acres of land for future development.

The Company accounts for its non-controlling interests in the Real Estate
Ventures using the equity method. Non-controlling ownership interests generally
range from 6% to 65%, subject to specified priority allocations in certain of
the Real Estate Ventures. The Company's investments, initially recorded at cost,
are subsequently adjusted for the Company's net equity in the ventures' income
or loss and cash contributions and distributions.

The following is a summary of the financial position of the unconsolidated Real
Estate Ventures in which the Company had interests as of June 30, 2003 and
December 31, 2002 (in thousands):

                                                       June 30,  December 31,
                                                         2003        2002
                                                       --------    --------

               Net property                            $198,489    $193,552
               Other assets                              18,071      20,163
               Liabilities                                2,283       3,186
               Debt                                     149,739     149,129
               Equity                                    64,538      61,400
               Company's share of equity                 14,646      14,842


The following is a summary of results of operations of the unconsolidated Real
Estate Ventures in which the Company had interests as of June 30, 2003 and 2002
(in thousands):


                                        For the six-month periods ended June 30,
                                        ----------------------------------------
                                                   2003        2002
                                                  -------     -------

         Revenue                                 $14,142     $13,713
         Operating expenses                        7,143       4,770
         Interest expense, net                     4,077       4,715
         Depreciation and amortization             2,624       2,309
         Net (loss) income                           298       1,919
         Company's share of income                   569         693


The following is a summary of the financial position as of June 30, 2003 and the
results of operations for the six-month period ended June 30, 2003 for each of
the unconsolidated Real Estate Ventures in which the Company had interests as of
June 30, 2003:








                                       11
<PAGE>
<TABLE>
<CAPTION>
                                               1000
                                           Chesterbrook    Two Tower         Four Tower   Five Tower    Six Tower     Eight Tower
                                             Boulevard       Bridge            Bridge       Bridge        Bridge         Bridge
                                            Partnership    Associates        Associates   Associates    Associates     Associates
                                            -----------    ----------       -----------  -----------   -----------    -----------
<S>                                         <C>            <C>              <C>          <C>           <C>            <C>
Assets
  Net Property                              $31,296,358    $9,621,708       $11,177,114  $42,623,411   $12,680,977    $59,182,417
  Other Assets                                3,635,242       207,364         3,137,185    3,749,710     3,776,864      1,743,812
                                            -----------    ----------       -----------  -----------   -----------    -----------
          Total Assets                      $34,931,600    $9,829,072       $14,314,299  $46,373,121   $16,457,841    $60,926,229
                                            ===========    ==========       ===========  ===========   ===========    ===========


Liabilities and Equity
   Other Liabilities                        $   266,638    $   55,362       $   147,976  $   888,153   $   144,800    $   271,866
    Debt                                     28,047,624     7,213,000        11,000,000   27,600,000    15,821,000     37,370,328
                                            -----------    ----------       -----------  -----------   -----------    -----------

          Total Liabilities                  28,314,262     7,268,362        11,147,976   28,488,153    15,965,800     37,642,194

Equity                                        6,617,338     2,560,710         3,166,323   17,884,968       492,041     23,284,035
                                            -----------    ----------       -----------  -----------   -----------    -----------

          Total Liabilities and Equity      $34,931,600    $9,829,072       $14,314,299  $46,373,121   $16,457,841    $60,926,229
                                            ===========    ==========       ===========  ===========   ===========    ===========




Revenues
  Revenues                                  $ 2,598,687    $1,130,610       $ 1,278,096  $ 3,151,440   $ 1,505,039    $   508,184
  Tenant reimbursements and other               313,702       155,490           142,965      118,564       205,086         36,155
                                            -----------    ----------       -----------  -----------   -----------    -----------

      Total Revenue                           2,912,389     1,286,100         1,421,061    3,270,004     1,710,125        544,339


Operating Expenses

   Property Operating Expenses                  590,883       542,568           455,268    1,152,956       567,450      1,017,021
   Real Estate Taxes                            209,125        88,801            77,164      187,220       123,161        182,834
   Depreciation and Amortization                448,531       153,030           305,050       93,051       348,005        828,624
   Interest                                     967,934       209,761           303,416      964,959       625,313        348,186
   Administrative Expenses                        1,875             -            81,056       54,636        69,017              -
                                            -----------    ----------       -----------  -----------   -----------    -----------
        Total Operating Expenses              2,218,348       994,160         1,221,954    2,452,822     1,732,946      2,376,665
                                            -----------    ----------       -----------  -----------   -----------    -----------
Net Income                                  $   694,041    $  291,940       $   199,107  $   817,182   $   (22,821)   $(1,832,326)
                                            ===========    ==========       ===========  ===========   ===========    ===========
</TABLE>


                               [RESTUBBED TABLE]


<TABLE>
<CAPTION>
                                               Tower           TBFA          PJP            PJP
                                             Bridge Inn      Partners,     Building      Building
                                             Associates         LP          Two, LC      Five, LC       Total
                                            -----------     ----------    ----------    ----------   ------------
<S>                                         <C>             <C>           <C>           <C>          <C>
Assets
  Net Property                              $15,584,590     $3,848,740    $5,673,043    $6,800,208   $198,488,566
  Other Assets                                  855,829              -       477,777       487,612     18,071,395
                                            -----------     ----------    ----------    ----------   ------------
          Total Assets                      $16,440,419     $3,848,740    $6,150,820    $7,287,820   $216,559,961
                                            ===========     ==========    ==========    ==========   ============


Liabilities and Equity
   Other Liabilities                        $   292,211     $        -    $  117,743    $   98,348   $  2,283,097
    Debt                                     11,681,340              -     5,172,367     5,833,047    149,738,706
                                            -----------     ----------    ----------    ----------   ------------

          Total Liabilities                  11,973,551              -     5,290,110     5,931,395    152,021,803

Equity                                        4,466,868      3,848,740       860,710     1,356,425     64,538,158
                                            -----------     ----------    ----------    ----------   ------------

          Total Liabilities and Equity      $16,440,419     $3,848,740    $6,150,820    $7,287,820   $216,559,961
                                            ===========     ==========    ==========    ==========   ============




Revenues
  Revenues                                  $ 2,027,928     $        -    $  381,161    $  443,809   $ 13,024,954
  Tenant reimbursements and other                  -                 -         3,668       141,081      1,116,711
                                            -----------     ----------    ----------    ----------   ------------

      Total Revenue                           2,027,928              -       384,829        584,890    14,141,665


Operating Expenses

   Property Operating Expenses                1,237,425              -       163,773       193,053      5,920,397
   Real Estate Taxes                             98,427              -        22,800        26,599      1,016,131
   Depreciation and Amortization                289,195              -        77,506        80,572      2,623,564
   Interest                                     497,250              -        67,262        93,039      4,077,120
   Administrative Expenses                            -              -             -             -        206,584
                                            -----------     ----------    ----------    ----------   ------------
        Total Operating Expenses              2,122,297              -       331,341       393,263     13,843,796
                                            -----------     ----------    ----------    ----------   ------------
Net Income                                  $   (94,369)    $        -    $   53,488    $  191,627   $    297,869
                                            ===========     ==========    ==========    ==========   ============
</TABLE>




                                       12


<PAGE>


As of June 30, 2003, the aggregate maturities of non-recourse debt of Real
Estate Ventures payable to third-parties was as follows (in thousands):

              2003                 $ 1,550
              2004                   6,658
              2005                  37,406
              2006                   8,452
       2007 and thereafter          95,673
                                  --------
                                  $149,739
                                  ========




As of June 30, 2003, the Company had guaranteed repayment of approximately $1.6
million of loans for the Real Estate Ventures. The Company also guaranteed a
$16.2 million loan on behalf of a former Real Estate Venture. Payment under the
guaranty, which expires in January 2004, would be required only in the event of
a default on the loan and if and to the extent the collateral for the loan were
insufficient to provide for payment in full of the loan. The Company also
provides customary environmental indemnities in connection with construction and
permanent financing both for its own account and on behalf of its Real Estate
Ventures.

The Company will implement the consolidation guidance established in
Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities,
by July 1, 2003 for the Variable Interest Entities ("VIEs") with which the
Company became involved prior to February 1, 2003. The Company is in process of
determining whether it will need to consolidate previously unconsolidated VIEs
or to deconsolidate previously consolidated VIEs. Based upon its relationships
with such entities, the Company believes that the implementation of the
consolidation guidance will not have a material effect on the Company's
consolidated financial position.

5. INDEBTEDNESS
   ------------

The Company utilizes credit facility borrowings for general business purposes,
including the acquisition of properties and the repayment of other debt. The
Company maintains a $500 million unsecured credit facility (the "Credit
Facility") that matures in June 2004. Borrowings under the Credit Facility bear
interest at LIBOR (LIBOR was 1.10% at June 30, 2003) plus 1.5%, with the spread
over LIBOR subject to reductions from .10% to .25% or increases of .25% based on
the Company's leverage. As of June 30, 2003, the Company had $264.0 million of
borrowings and $11.0 million of letters of credit outstanding under the Credit
Facility, leaving $225.0 million of unused availability.

The Company also maintains a $100 million term loan. The term loan is unsecured
and matures on July 15, 2005, subject to two extensions of one year each upon
payment of an extension fee and the absence of any defaults at the time of each
extension. There are no scheduled principal payments prior to maturity. The term
loan bears interest at a spread over the one, two, three or six month LIBOR that
varies between 1.05% and 1.90% (1.65% as of June 30, 2003), based on the
Company's leverage ratio. The average interest rate on the Company's term loan
was 3.00% for the six-month period ended June 30, 2003.

As of June 30, 2003, the Company had $575.8 million of mortgage notes payable,
secured by 103 of the Properties and certain land holdings. Fixed rate
mortgages, totaling $515.4 million, require payments of principal and/or
interest (or imputed interest) at rates ranging from 6.80% to 9.25% and mature
on dates from December 2003 through July 2027. Variable rate mortgages, totaling
$60.5 million, require payments of principal and/or interest at rates ranging
from LIBOR plus .76% to 1.75% or 75% of prime (prime rate was 4.00% at June 30,
2003) and mature on dates from March 2004 through July 2027. The
weighted-average interest rate on the Company's mortgages was 7.11% for the
six-month period ended June 30, 2003 and 7.25% for the six-month period ended
June 30, 2002.

For the three- and six-month periods ended June 30, 2003 and 2002, the Company
paid interest (net of capitalized interest) totaling $13.2 million and $27.8
million in 2003 and $16.6 million and $31.3 million in 2002.

6. RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS
   ------------------------------------------------

Risk Management
---------------
In the normal course of its on-going business operations, the Company encounters
economic risk. There are three main components of economic risk: interest rate
risk, credit risk and market risk. The Company is subject to interest rate risk
on its interest-bearing liabilities. Credit risk is the risk of inability or
unwillingness of tenants to make contractually required payments. Market risk is
the risk of declines in the value of properties due to changes in rental rates,
interest rates or other market factors affecting the valuation of properties
held by the Company.






                                       13
<PAGE>

Use of Derivative Financial Instruments
---------------------------------------
The Company's use of derivative instruments is primarily limited to the
utilization of interest rate agreements or other instruments to manage interest
rate risk exposures and not for speculative purposes. The principal objective of
such arrangements is to minimize the risks and/or costs associated with the
Company's operating and financial structure, as well as to hedge specific
transactions. The counterparties to these arrangements are major financial
institutions with which the Company and its affiliates may also have other
financial relationships. The Company is potentially exposed to credit loss in
the event of non-performance by these counterparties. However, because of the
high credit ratings of the counterparties, the Company does not anticipate that
any of the counterparties will fail to meet these obligations as they come due.
The Company does not hedge credit or property value market risks.

The Company formally assesses, both at inception of the hedge and on an on-going
basis, whether each derivative is highly-effective in offsetting changes in cash
flows of the hedged item. If management determines that a derivative is not
highly-effective as a hedge or if a derivative ceases to be a highly-effective
hedge, the Company will discontinue hedge accounting prospectively.

The following table summarizes the terms and fair values of the Company's
derivative financial instruments at June 30, 2003 (in thousands).
<TABLE>
<CAPTION>
                                                         Notional                                                     Fair
      Hedge Product                 Hedge Type            Amount               Strike           Maturity              Value
      -------------                 ----------         ------------            ------          ---------           -----------
         <S>                          <C>                <C>                     <C>             <C>                 <C>
         Cap                        Cash flow          $ 28,000,000            8.700%          7/12/2004           $         -
         Swap                       Cash flow           100,000,000            4.230%          6/29/2004            (3,313,633)
         Swap                       Cash flow            50,000,000            4.215%          6/29/2004            (1,648,820)
         Swap                       Cash flow            25,000,000            4.215%          6/29/2004              (824,410)
                                                                                                                   -----------
                                                                                                                   $(5,786,863)
                                                                                                                   ===========
</TABLE>
The Company has entered into interest rate swap and rate cap agreements
designated as cash flow hedges that are designed to reduce the impact of
interest rate changes on its variable rate debt. At June 30, 2003, the Company
had interest rate swap agreements for notional principal amounts aggregating
$175 million. The swap agreements effectively fix the LIBOR interest rate on
$100 million of Credit Facility borrowings at 4.230% and on $75 million of
Credit Facility borrowings at 4.215%, in each case until June 2004. The
weighted-average interest rate on borrowings under the Credit Facility,
including the effect of cash flow hedges, was 4.66% for the six-month period
ended June 30, 2003 and 5.32% for the six-month period ended June 30, 2002. The
interest rate cap agreement effectively limits the interest rate on a mortgage
with a notional value of $28 million at 8.7% until July 2004. The notional
amount at June 30, 2003 provides an indication of the extent of the Company's
involvement in these instruments at that time, but does not represent exposure
to credit, interest rate or market risks.

As of June 30, 2003, the maximum length of time until which the Company was
hedging its exposure to the variability in future cash flows was through June
2004. There was no gain or loss reclassified from accumulated other
comprehensive loss into earnings during the three-and six-month periods ended
June 30, 2003 as a result of the discontinuance of a cash flow hedge due to the
probability of the original forecasted transaction not occurring.

Over time, the unrealized gains and losses held in Other Comprehensive Income
("OCI") will be reclassified to earnings in the same period(s) in which the
hedged items are recognized in earnings. The current balance held in OCI is
expected to be reclassified to earnings over the lives of the current hedging
instruments, or for realized losses on forecasted debt transactions, over the
related term of the debt obligation, as applicable.

The Company recorded a gain of $.9 million and $1.4 million in OCI to recognize
the change in value of derivatives accounted for as cash flow hedges during the
three- and six-month periods ended June 30, 2003. The unrealized gains/losses
and the transition adjustment recorded in accumulated OCI will be reclassified
into earnings as the underlying hedged items affect earnings, such as when the
forecasted interest payments occur. The Company expects that $5.5 million of net
losses will be reclassified into earnings over the next twelve months.




                                       14
<PAGE>



Concentration of Credit Risk
----------------------------
Concentrations of credit risk arise when a number of tenants related to the
Company's investments or rental operations are engaged in similar business
activities, or are located in the same geographic region, or have similar
economic features that would cause their inability to meet contractual
obligations, including those to the Company, to be similarly affected. The
Company regularly monitors its tenant base to assess potential concentrations of
credit risk. Management believes the current credit risk portfolio is reasonably
well diversified and does not contain any unusual concentration of credit risk.
No tenant accounted for 5% or more of the Company's rents during the six-month
periods ended June 30, 2003 and 2002. See note 10 for geographic segment
information.

7. DISCONTINUED OPERATIONS
   -----------------------

For the three- and six-month periods ended June 30, 2003 and 2002, income from
discontinued operations relates to 44 properties containing 2.3 million net
rentable square feet that the Company sold between January 1, 2002 and June 30,
2003 and eight properties containing 384,000 net rentable square feet that the
Company has designated as "held-for-sale" as of June 30, 2003. The following
table summarizes information for the eight properties designated as
held-for-sale as of June 30, 2003 (in thousands):

             Real Estate Investments:
               Operating Properties                                $28,089
               Accumulated depreciation                             (5,423)
                                                                   -------
                                                                    22,666
               Construction-in-progress                                 75
                                                                   -------
                                                                    22,741

             Accrued rent receivable                                   234
             Deferred costs, net                                       199
             Other assets                                               88
                                                                   -------
                                                                   $23,262
                                                                   =======
             Tenant security deposits and deferred rents           $   254
                                                                   =======


The following table summarizes revenue and expense information for the above
properties sold or held-for-sale (in thousands):
<TABLE>
<CAPTION>
                                                                            Three-month periods                Six-month periods
                                                                                ended June 30,                   ended June 30,
                                                                           ----------------------           -----------------------
                                                                            2003            2002             2003             2002
                                                                           ------          ------           ------          -------
<S>                                                                        <C>             <C>              <C>             <C>
Revenue:
   Rents                                                                   $1,173          $2,580           $2,478          $ 9,971
   Tenant reimbursements                                                      175             503              353            1,774
   Other                                                                        5             322               16              523
                                                                           ------          ------           ------          -------
     Total revenue                                                          1,353           3,405            2,847           12,268

Expenses:
   Property operating expenses                                                522             980            1,051            3,076
   Real estate taxes                                                          223             416              454            1,572
   Depreciation and amortization                                              213             593              447            2,039
                                                                           ------          ------           ------          -------
     Total operating expenses                                                 958           1,989            1,952            6,687

Income from discontinued operations before net gain on sale
   of interests in real estate and minority interest                          395           1,416              895            5,581
Net gain on sales of interest in real estate                                  390             116              951            8,562
Minority interest                                                             (37)            (77)             (88)            (789)
                                                                           ------          ------           ------          -------
Income from discontinued operations                                        $  748          $1,455           $1,758          $13,354
                                                                           ======          ======           ======          =======
</TABLE>

Discontinued operations have not been segregated in the condensed consolidated
statements of cash flows. Therefore, amounts for certain captions will not agree
with respective data in the condensed consolidated statements of operations.

8. BENEFICIARIES EQUITY
   --------------------

In June 2003, the Company consummated a public offering and sold 2,000,000
Common Shares for net proceeds (after deduction of transaction costs) of $47.0
million.



                                       15
<PAGE>



On June 27, 2003, the Company declared a distribution of $0.44 per Common Share,
totaling $16.6 million, which was paid on July 15, 2003 to shareholders of
record as of July 7, 2003. The Operating Partnership simultaneously declared a
$0.44 per unit cash distribution to holders of Class A Units totaling $.8
million.

On June 27, 2003, the Company and the Operating Partnership, respectively, also
declared distributions to holders of Series A Preferred Shares, Series B
Preferred Shares and Series B Preferred Units, which are currently entitled to a
cumulative preferential return of 7.25%, 8.75% and 7.25%, respectively.
Distributions paid on July 15, 2003 to holders of Series A Preferred Shares,
Series B Preferred Shares and Series B Preferred Units totaled $.7 million, $2.3
million and $1.8 million, respectively.

9. COMPREHENSIVE INCOME
   --------------------

Comprehensive income represents net income, plus the results of certain
non-shareholders' equity changes not reflected in the Condensed Consolidated
Statements of Operations. The components of comprehensive income are as follows
(in thousands):
<TABLE>
<CAPTION>
                                                                     Three-month period                Six-month period
                                                                         Ended June 30,                 Ended June 30,
                                                                   ------------------------          --------------------
                                                                     2003            2002              2003        2002
                                                                   -------          -------          -------      -------
<S>                                                                <C>              <C>              <C>          <C>
Net income                                                         $13,524          $12,800          $27,441      $36,269
Other comprehensive income (loss):
   Reclassification adjustments for losses reclassified
    into operations                                                  1,287            1,909            2,544        3,758
   Unrealized derivative loss on cash flow hedges                     (363)          (4,478)          (1,110)      (3,962)
   Unrealized gain (loss) on available-for-sale securities              77               60              (46)         115
                                                                   -------          -------          -------      -------
Comprehensive income                                               $14,525          $10,291          $28,829      $36,180
                                                                   =======          =======          =======      =======
</TABLE>

10. SEGMENT INFORMATION
    -------------------

The Company currently manages its portfolio within three segments: (1)
Pennsylvania, (2) New Jersey (including New York in 2002 periods) and (3)
Virginia. Corporate is responsible for cash and investment management and
certain other general support functions.









                                       16
<PAGE>

Segment information for the three-month periods ended June 30, 2003 and 2002 is
as follows (in thousands):
<TABLE>
<CAPTION>
                                             Pennsylvania      New Jersey       Virginia     Corporate     Total
                                             ------------      ----------       --------     ---------   ----------
<S>                                          <C>               <C>              <C>          <C>         <C>
As of June 30, 2003:
--------------------
Real estate investments, at cost
   Operating properties                       $1,194,473        $487,564        $214,660      $     -    $1,896,697
   Construction-in-progress                       36,984           4,305           2,335            -        43,624
   Land held for development                      24,977          10,476           8,184                     43,637
Assets held for sale, at cost                          -          23,262               -            -        23,262

For three months ended June 30, 2003:
-------------------------------------
Total revenue                                 $   46,525        $ 21,070        $  6,995      $   286    $   74,876
Property operating expenses
   and real estate taxes                          15,717           7,994           2,389            -        26,100
                                              ----------        --------        --------      -------    ----------
Net operating income                          $   30,808        $ 13,076        $  4,606      $   286    $   48,776
                                              ==========        ========        ========      =======    ==========

As of December 31, 2002:
------------------------
Real estate investments, at cost:
   Operating properties                       $1,169,919        $506,818        $213,272      $     -    $1,890,009
   Construction-in-progress                       51,469           3,619           3,039            -        58,127
   Land held for development                      25,051          10,023           8,001            -        43,075
Assets held for sale, at cost                          -           7,666               -            -         7,666

For three months ended June 30, 2002:
-------------------------------------
Total revenue                                 $   44,931        $ 21,037        $  6,286      $   660    $   72,914
Property operating expenses
   and real estate taxes                          14,936           7,231           2,183            -        24,350
                                              ----------        --------        --------      -------    ----------
Net operating income                          $   29,995        $ 13,806        $  4,103      $   660    $   48,564
                                              ==========        ========        ========      =======    ==========
</TABLE>

Segment information for the six-month periods ended June 30, 2003 and 2002 is as
follows (in thousands):
<TABLE>
<CAPTION>
                                             Pennsylvania      New Jersey       Virginia     Corporate     Total
                                             ------------      ----------       --------     ---------   ----------
<S>                                           <C>               <C>             <C>           <C>        <C>
For six months ended June 30, 2003:
-----------------------------------
Total revenue                                 $   92,532        $ 43,363        $ 13,854      $   779    $  150,528
Property operating expenses
   and real estate taxes                          32,471          16,780           4,971            -        54,222
                                              ----------        --------        --------      -------    ----------
Net operating income                          $   60,061        $ 26,583        $  8,883      $   779    $   96,306
                                              ==========        ========        ========      =======    ==========

For six months ended June 30, 2002:
-----------------------------------
Total revenue                                 $   86,800        $ 41,360        $ 12,989      $ 1,210    $  142,359
Property operating expenses
   and real estate taxes                          29,043          14,775           4,489                     48,307
                                              ----------        --------        --------      -------    ----------
Net operating income                          $   57,757        $ 26,585        $  8,500      $ 1,210    $   94,052
                                              ==========        ========        ========      =======    ==========
</TABLE>

Net operating income is defined as total revenue less property operating
expenses and real estate taxes. Below is a reconciliation of consolidated net
operating income to consolidated income from continuing operations (in
thousands):
<TABLE>
<CAPTION>
                                                                   Three-month periods         Six-month periods
                                                                      ended June 30,            ended June 30,
                                                                ------------------------      -------    --------
                                                                  2003             2002        2003        2002
                                                                --------         -------      -------    --------
<S>                                                             <C>              <C>          <C>        <C>
Consolidated net operating income                               $ 48,776         $48,564      $96,306    $ 94,052
Less:
      Interest expense                                            15,241          16,105       30,547      31,835
      Depreciation and amortization                               15,062          15,268       29,856      27,542
      Administrative expenses                                      3,809           3,805        7,323       7,841
      Minority interest attributable to continuing
        operations                                                 2,299           2,270        4,618       4,612
Plus:
      Equity in income of real estate ventures                       411             229          569         693
      Net gains on sales of interests in real estate                   -               -        1,152           -
                                                                --------         -------      -------    --------
Consolidated income from continuing operations                  $ 12,776         $11,345      $25,683    $ 22,915
                                                                ========         =======      =======    ========
</TABLE>








                                       17
<PAGE>


11. EARNINGS PER COMMON SHARE
    -------------------------

The following table details the number of shares and net income used to
calculate basic and diluted earnings per share (in thousands, except share and
per share amounts):

<TABLE>
<CAPTION>
                                                            Three-month periods ended June 30,
                                              -------------------------------------------------------------
                                                           2003                            2002
                                              -----------------------------    ----------------------------
                                                 Basic            Diluted         Basic          Diluted
                                              -----------       -----------    -----------      -----------

<S>                                           <C>               <C>            <C>              <C>
Income from continuing operations             $    12,776       $    12,776    $    11,345      $    11,345
Income from discontinued operations                   748               748          1,455            1,455
Income allocated to Preferred Shares               (2,976)           (2,976)        (2,977)          (2,977)
                                              -----------       -----------    -----------      -----------
                                                   10,548            10,548          9,823            9,823
Preferred Share discount amortization                (369)             (369)          (369)            (369)
                                              -----------       -----------    -----------      -----------
Net income available to common shareholders   $    10,179       $    10,179    $     9,454      $     9,454
                                              ===========       ===========    ===========      ===========
Weighted-average shares outstanding            35,603,061        35,603,061     35,684,100       35,684,100
Options and warrants                                    -            86,395              -           74,688
                                              -----------       -----------    -----------      -----------
Total weighted-average shares outstanding      35,603,061        35,689,456     35,684,100       35,758,788
                                              ===========       ===========    ===========      ===========

Earnings per Common Share:
     Continuing operations                    $      0.27       $      0.27    $      0.22      $      0.22
     Discontinued operations                         0.02              0.02           0.04             0.04
                                              -----------       -----------    -----------      -----------
                                              $      0.29       $      0.29    $      0.26      $      0.26
                                              ===========       ===========    ===========      ===========

                                                            Six-month periods ended June 30,
                                              -------------------------------------------------------------
                                                           2003                            2002
                                              -----------------------------    ----------------------------
                                                 Basic            Diluted         Basic          Diluted
                                              -----------       -----------    -----------      -----------

Income from continuing operations             $    25,683       $    25,683    $    22,915      $    22,915
Income from discontinued operations                 1,758             1,758         13,354           13,354
Income allocated to Preferred Shares               (5,952)           (5,952)        (5,954)          (5,954)
                                              -----------       -----------    -----------      -----------
                                                   21,489            21,489         30,315           30,315
Preferred Share discount amortization                (738)             (738)          (738)            (738)
                                              -----------       -----------    -----------      -----------
Net income available to common shareholders   $    20,751       $    20,751    $    29,577      $    29,577
                                              ===========       ===========    ===========      ===========
Weighted-average shares outstanding            35,452,855        35,452,855     35,692,678       35,692,678
Options and warrants                                    -           102,832              -          162,216
                                              -----------       -----------    -----------      -----------
Total weighted-average shares outstanding      35,452,855        35,555,687     35,692,678       35,854,894
                                              ===========       ===========    ===========      ===========

Earnings per Common Share:
     Continuing operations                    $      0.54       $      0.53    $      0.46      $      0.45
     Discontinued operations                         0.05              0.05           0.37             0.37
                                              -----------       -----------    -----------      -----------
                                              $      0.59       $      0.58    $      0.83      $      0.82
                                              ===========       ===========    ===========      ===========
</TABLE>

Securities (including Series A Preferred Shares and Series B Preferred Shares of
the Company, and Series B Preferred Units and Class A Units of the Operating
Partnership) totaling 11,244,632 and 11,250,670 for the three- and six-month
periods ended June 30, 2003 and 11,393,401and 11,500,577 for the three- and
six-month periods ended June 30, 2002 were excluded from the earnings per share
computations above as their effect would have been antidilutive.

12. SUBSEQUENT EVENTS
    -----------------

Subsequent to June 30, 2003, the Company repaid $56.5 million of debt, without
prepayment fees, scheduled to mature in December 2003. In addition, the Company
sold two properties, containing 51,000 net rentable square feet, for $3.0
million.



                                       18
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations
         ----------------------------------------------------------------------

The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto appearing elsewhere herein. This Form
10-Q contains forward-looking statements for purposes of the Securities Act of
1933 and the Securities Exchange Act of 1934 and as such may involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company to be materially different
from results, performance or achievements expressed or implied by such
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, there can be no assurance that these expectations will be realized.
The Company assumes no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events. Factors that could
cause actual results to differ materially from management's current expectations
include, but are not limited to, changes in general economic conditions, changes
in local real estate conditions (including changes in rental rates and the
number of competing properties), changes in the economic conditions affecting
industries in which the Company's principal tenants compete, the Company's
failure to lease unoccupied space in accordance with the Company's projections,
the failure of the Company to re-lease occupied space upon expiration of leases,
the bankruptcy of major tenants, changes in prevailing interest rates, the
unavailability of equity and debt financing, unanticipated costs associated with
the acquisition and integration of the Company's acquisitions, costs to complete
and lease-up pending developments, increased costs for, or lack of availability
of, adequate insurance, including for terrorist acts, demand for tenant services
beyond those traditionally provided by landlords, potential liability under
environmental or other laws, the existence of complex regulations relating to
the Company's status as a REIT and to the Company's acquisition, disposition and
development activities, the adverse consequences of the Company's failure to
qualify as a REIT and the other risks identified in the Company's Annual Report
on Form 10-K for the year ended December 31, 2002.

OVERVIEW

The Company currently manages its portfolio within three segments: (1)
Pennsylvania, (2) New Jersey and (3) Virginia. As of June 30, 2003, the
Company's portfolio consisted of 209 office properties, 27 industrial facilities
and one mixed-use property that contain an aggregate of approximately 16.2
million net rentable square feet. As of June 30, 2003, the Company held economic
interests in ten Real Estate Ventures.

The Company receives income primarily from rental revenue (including tenant
reimbursements) from the Properties and, to a lesser extent, from the management
of properties owned by third parties and from investments in the Real Estate
Ventures.

The Company's financial performance is dependent upon the demand for office and
other commercial space in its markets. Current economic conditions, including
recessionary pressures and capital market volatility, have enhanced the
challenges facing the Company.

In the current economic climate, the Company continues to seek revenue growth
through an increase in occupancy of its portfolio (90.9% at June 30, 2003).
However, with a downturn in general leasing activity, owners of commercial real
estate, including the Company, are experiencing longer periods in which to lease
unoccupied space, and may face higher capital costs and leasing commissions to
achieve targeted tenancies.

As the Company seeks to increase revenues, management also focuses on strategies
to minimize operating risks, including (i) tenant rollover risk, (ii) tenant
credit risk and (iii) development risk.

Tenant Rollover Risk:
---------------------
The Company is subject to the risk that, upon expiration, leases may not be
renewed, the space may not be relet, or the terms of renewal or reletting
(including the cost of renovations) may be less favorable than the current lease
terms. Leases totaling approximately 6.1% of the net rentable square feet of the
Properties as of June 30, 2003 expire without penalty through the end of 2003.
In addition, leases totaling approximately 14.5% of the net rentable square feet
of the Properties as of June 30, 2003 are scheduled to expire without penalty in
2004. The Company maintains an active dialogue with its tenants in an effort to
achieve a high level of lease renewals. The Company's retention rate for leases
that were scheduled to expire in the six-month period ended June 30, 2003 was
80.0%. If the Company is unable to renew leases for a substantial portion of the
space under expiring leases, or promptly relet this space at anticipated rental
rates, the Company's cash flow could be adversely impacted.



                                       19
<PAGE>

Tenant Credit Risk:
-------------------
In the event of a tenant default, the Company may experience delays in enforcing
its rights as a landlord and may incur substantial costs in protecting its
investment. Management regularly evaluates its accounts receivable reserve
policy in light of its tenant base and general and local economic conditions.
The accounts receivable allowances were $4.2 million or 10.7% of total
receivables (including accrued rent receivable) as of June 30, 2003 compared to
$4.6 million or 12.5% of total receivables (including accrued rent receivable)
as of December 31, 2002.

Development Risk:
-----------------
As of June 30, 2003, the Company has in development two office properties and
has in redevelopment two office properties. These four properties aggregate
328,000 square feet. The total cost of these projects is estimated to be $31.8
million of which $17.7 million was incurred as of June 30, 2003. As of June 30,
2003, these projects were approximately 46% leased. While the Company is
actively marketing space at these projects to prospective tenants, management
cannot provide assurance as to the timing or terms of any leases of such space.
As of June 30, 2003, the Company owned approximately 425 acres of undeveloped
land and held options to purchase approximately 61 additional acres. Risks
associated with development of this land include construction cost overruns and
construction delays, insufficient occupancy rates and inability to obtain
necessary zoning, land-use, building, occupancy and other required governmental
approvals. If the Company's assumptions regarding the successful efforts of
development and leasing are incorrect, the resulting adjustments could impact
earnings.

RECENT ACTIVITY

The Company sold or disposed of the following properties during the six-month
period ended June 30, 2003:

<TABLE>
<CAPTION>
   Sale                                                                     # of       Rentable    Sales/Disposition
   Date             Property/Portfolio Name               Location          Bldgs.    Square Feet         Price
------------  ------------------------------------     ----------------   ---------   -----------  -----------------
<S>           <C>                                      <C>                <C>           <C>          <C>
Feb-03        Greentree Executive Campus (3 units)     Mount Laurel, NJ            -       28,444    $  2,559,960
May-03        200 Nationwide Drive                     Harrisburg, PA              1        2,500    $    875,000
                                                                          ----------   ----------    ------------
              Total Properties Sold                                                1       30,944    $  3,434,960
                                                                          ==========   ==========    ============
</TABLE>

During the six-month period ended June 30, 2003, the Company sold one parcel of
land containing an aggregate of 3.1 acres for $1.2 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's condensed consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Management bases its estimates
and assumptions on historical experience and current economic conditions. On an
on-going basis, management evaluates its estimates and assumptions including
those related to revenue, impairment of long-lived assets, allowance for
doubtful accounts, deferred costs, contingencies and litigation. Actual results
may differ from those estimates and assumptions.

The Company's Annual Report on Form 10-K for the year ended December 31, 2002
contains a discussion of the Company's critical accounting policies. See also
Note 2 in the Company's unaudited condensed consolidated financial statements
for the six-month period ended June 30, 2003 as set forth herein. Management
discusses the Company's critical accounting policies and estimates with the
Company's Audit Committee.


                                       20
<PAGE>

RESULTS OF OPERATIONS

Comparison of the Three Months Ended June 30, 2003 and June 30, 2002

<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                       June 30,
                                                              --------------------------      Dollar        Percent
                                                                 2003           2002          Change        Change
                                                              -----------    -----------    -----------   ----------
                                                                       (amounts in thousands)
                                                              -----------------------------------------
<S>                                                           <C>            <C>            <C>                <C>
Revenue:
   Rents                                                      $   64,961     $   62,095     $    2,866         4.6%
   Tenant reimbursements                                           8,559          8,102            457         5.6%
   Other                                                           1,356          2,717         (1,361)      -50.1%
                                                              ----------     ----------     ----------    ---------
     Total revenue                                                74,876         72,914          1,962         2.7%

Operating Expenses:
   Property operating expenses                                    19,281         18,232          1,049         5.8%
   Real estate taxes                                               6,819          6,118            701        11.5%
   Interest                                                       15,241         16,105           (864)       -5.4%
   Depreciation and amortization                                  15,062         15,268           (206)       -1.3%
   Administrative expenses                                         3,809          3,805              4         0.1%
                                                              ----------     ----------     ----------    ---------
     Total operating expenses                                     60,212         59,528            684         1.1%
                                                              ----------     ----------     ----------    ---------

Income from continuing operations before equity in
   income of real estate ventures, net gain on sales
   and minority interest                                          14,664         13,386          1,278         9.5%
Equity in income of real estate ventures                             411            229            182        79.5%
                                                              ----------     ----------     ----------    ---------
Income from continuing operations before net gain
   on sales and minority interest                                 15,075         13,615          1,460        10.7%
Minority interest                                                 (2,299)        (2,270)           (29)       -1.3%
                                                              ----------     ----------     ----------    ---------
Income from continuing operations                                 12,776         11,345          1,431        12.6%
Income from discontinued operations, net of
   minority interest                                                 748          1,455           (707)      -48.6%
                                                              ----------     ----------     ----------    ---------
   Net income                                                 $   13,524     $   12,800     $      724         5.7%
                                                              ==========     ==========     ==========    =========
</TABLE>

Of the 237 Properties owned by the Company as of June 30, 2003, a total of 230
Properties containing an aggregate of 15.4 million net rentable square feet
("Same Store Properties") were owned for the entire three-month periods ended
June 30, 2003 and 2002. The following table sets forth revenue and expense
information for these Same Store Properties for the three-month periods ended
June 30, 2003 and 2002:

<TABLE>
<CAPTION>
                                           Three Months Ended
                                                June 30,
                                          ------------------------     Dollar    Percent
                                              2003        2002         Change    Change
                                          -----------  -----------  ----------  ---------
                                                   (amounts in thousands)
                                          ------------------------------------
<S>                                       <C>          <C>          <C>           <C>
Revenue:
   Rents                                  $   62,648   $   61,855   $      793       1.3%
   Tenant reimbursements                       8,544        8,200          344       4.2%
   Other                                         208        1,050         (842)    -80.2%
                                          ----------   ----------   ----------
     Total revenue                            71,400       71,105          295       0.4%

Operating Expenses:
   Property operating expenses                21,056       20,382          674       3.3%
   Real estate taxes                           6,513        5,993          520       8.7%
                                          ----------   ----------   ----------
     Total operating expenses                 27,569       26,375        1,194       4.5%
                                          ----------   ----------   ----------

Net operating income                      $   43,831   $   44,730   $     (899)     -2.0%
                                          ==========   ==========   ==========
</TABLE>


                                       21
<PAGE>

The following table is a reconciliation of income from continuing operations to
Same Store net operating income:

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                              June 30,
                                                                 ---------------------------------
                                                                      2003               2002
                                                                 -------------      --------------
                                                                        (amounts in thousands)
<S>                                                              <C>                <C>
Income from continuing operations                                $      12,776      $       11,345
Add/(deduct):
   Interest expense                                                     15,241              16,105
   Depreciation and amortization                                        15,062              15,268
   Adminstrative expenses                                                3,809               3,805
   Equity in income of Real Estate Ventures                               (411)               (229)
   Net gain on sale of interest in real estate                               -                   -
   Minority interest attributable to continuing operations               2,299               2,270
   Income from discontinued operations                                     395               1,416
                                                                 -------------      --------------
     Consolidated net operating income                                  49,171              49,980
Less:  Net operating income of non same store properties                (5,340)             (5,250)
                                                                 -------------      --------------
     Same Store net operating income                             $      43,831       $      44,730
                                                                 =============      ==============
</TABLE>

Revenue increased to $74.9 million for the three-month period ended June 30,
2003 as compared to $72.9 million for the comparable period in 2002, primarily
due to properties added to the portfolio since second quarter 2002 partially
offset by decreased occupancy. The straight-line rent adjustment, which reflects
the difference between rents accrued in accordance with generally accepted
accounting principles and rents billed, increased revenues by $1.4 million for
the three-month period ended June 30, 2003 and $1.6 million for the comparable
period in 2002. Other revenue includes lease termination fees, leasing
commissions, third-party management fees and interest income. Other revenue
decreased to $1.4 million for the three-month period ended June 30, 2003 as
compared to $2.7 million for the comparable period in 2002 primarily due to
decreased termination fee income during 2003. Revenue for Same Store Properties
increased to $71.4 million for the three months ended June 30, 2003 as compared
to $71.1 million for the comparable period in 2002. This increase was the result
of increased rental rates offset by decreased occupancy in 2003 as compared to
2002. Average occupancy for the Same Store Properties for the three months ended
June 30, 2003 decreased to 91.2% from 91.6% for the comparable period in 2002.

Property operating expenses increased to $19.3 million for the three-month
period ended June 30, 2003 as compared to $18.2 million for the comparable
period in 2002, primarily due to additional properties in 2003. Property
operating expenses included a provision for doubtful accounts of $300,000 for
the three-month period ended June 30, 2003 and $700,000 for the comparable
period in 2002 to provide for increased credit risk. Property operating expenses
for the Same Store Properties increased to $21.1 million for the three months
ended June 30, 2003 as compared to $20.4 million for the comparable period in
2002 as a result of increased snow removal and insurance costs in 2003.

Real estate taxes increased to $6.8 million for the three-month period ended
June 30, 2003 as compared to $6.1 million for the comparable period in 2002,
primarily due to higher tax rates, property assessments and additional
properties in 2003. Real estate taxes for the Same Store Properties increased to
$6.5 million for the three months ended June 30, 2003 as compared to $6.0
million for the comparable period in 2002 as a result of higher tax rates and
property assessments in 2003.

Interest expense decreased to $15.2 million for the three-month period ended
June 30, 2003 as compared to $16.1 million for the comparable period in 2002,
primarily due to decreased interest rates and decreased average borrowings.
Average outstanding debt balances for the three months ended June 30, 2003 were
$963.2 million as compared to approximately $1.0 billion for the comparable
period in 2002. The Company's weighted-average interest rate after giving effect
to hedging activities on unsecured credit facility decreased to 4.80% for the
three months ended June 30, 2003 from 5.40% for the comparable period in 2002.
The weighted-average interest rate on mortgage notes payable decreased to 7.13%
for the three months ended June 30, 2003 from 7.15% for the comparable period in
2002.

Depreciation expense decreased to $13.3 million for the three-month period ended
June 30, 2003 as compared to $14.0 million for the comparable period in 2002
primarily due to the expense associated with early terminated leases in 2002
offset by additional properties in 2003. Amortization expense, related to
deferred leasing costs, increased to $1.7 million for the three-month period
ended June 30, 2003 as compared to $1.3 million for the comparable period in
2002, primarily due to increased leasing activity.



                                       22
<PAGE>

Administrative expenses were $3.8 million for the three-month periods ended June
30, 2003 and 2002.

Equity in income of Real Estate Ventures increased to $411,000 for the
three-month period ended June 30, 2003 as compared to $229,000 for the
comparable period in 2002 primarily due to increased returns related to one of
the ventures in 2003.

Minority interest from continuing operations represents the equity in income
attributable to the portion of the Operating Partnership not owned by the
Company. Minority interest was $2.3 million for the three-month periods ended
June 30, 2003 and 2002.

Discontinued operations decreased to $.7 million for the three-month period
ended June 30, 2003 as compared to $1.5 million for the comparable period in
2002 primarily due to 43 properties sold during 2002. During the three-month
period ended June 30, 2003, the Company sold one office property containing
2,500 net rentable square feet for $.9 million, realizing a gain of $.4 million.

Comparison of the Six Months Ended June 30, 2003 and June 30, 2002

<TABLE>
<CAPTION>
                                                                     Six months ended
                                                                        June 30,
                                                              ---------------------------      Dollar       Percent
                                                                  2003           2002          Change       Change
                                                              ------------   ------------   ------------  -----------
                                                                       (amounts in thousands)
                                                              ------------------------------------------
<S>                                                           <C>            <C>            <C>                  <C>
Revenue:
   Rents                                                      $    129,281   $    121,301   $      7,980         6.6%
   Tenant reimbursements                                            17,164         15,472          1,692        10.9%
   Other                                                             4,083          5,586         (1,503)      -26.9%
                                                              ------------   ------------   ------------  -----------
     Total revenue                                                 150,528        142,359          8,169         5.7%

Operating Expenses:
   Property operating expenses                                      40,799         36,453          4,346        11.9%
   Real estate taxes                                                13,423         11,854          1,569        13.2%
   Interest                                                         30,547         31,835         (1,288)       -4.0%
   Depreciation and amortization                                    29,856         27,542          2,314         8.4%
   Administrative expenses                                           7,323          7,841           (518)       -6.6%
                                                              ------------   ------------   ------------  -----------
     Total operating expenses                                      121,948        115,525          6,423         5.6%
                                                              ------------   ------------   ------------  -----------

Income from continuing operations before equity in
   income of real estate ventures, net gain on sales
   and minority interest                                            28,580         26,834          1,746         6.5%
Equity in income of real estate ventures                               569            693           (124)      -17.9%
                                                              ------------   ------------   ------------  -----------
Income from continuing operations before net gain
   on sales and minority interest                                   29,149         27,527          1,622         5.9%
Net gain on sales of interest in real estate                         1,152              -          1,152       100.0%
Minority interest                                                   (4,618)        (4,612)            (6)       -0.1%
                                                              ------------   ------------   ------------  -----------
Income from continuing operations                                   25,683         22,915          2,768        12.1%
Income from discontinued operations, net of
   minority interest                                                 1,758         13,354        (11,596)      -86.8%
                                                              ------------   ------------   ------------  -----------
   Net income                                                 $     27,441   $     36,269   $     (8,828)      -24.3%
                                                              ============   ============   ============  ===========
</TABLE>

Revenue increased to $150.5 million for the six-month period ended June 30, 2003
as compared to $142.4 million for the comparable period in 2002, primarily due
to properties added to the portfolio since the second quarter 2002 partially
offset by decreased occupancy. The straight-line rent adjustment, which reflects
the difference between rents accrued in accordance with generally accepted
accounting principles and rents billed, increased revenues by $2.9 million for
each of the six-month periods ended June 30, 2003 and 2002. Other revenue
includes lease termination fees, leasing commissions, third-party management
fees and interest income. Other revenue decreased to $4.1 million for the
six-month period ended June 30, 2003 as compared to $5.6 million for the
comparable period in 2002 primarily due to decreased lease termination fee
income in 2003.

Property operating expenses increased to $40.8 million for the six-month period
ended June 30, 2003 as compared to $36.5 million for the comparable period in
2002, primarily due to increased snow removal costs and additional properties in
2003. Property operating expenses included a provision for doubtful accounts of
$.3 million for the six-month period ended June 30, 2002 and $1.1 million for
the comparable period in 2002 to provide for increased credit risk.



                                       23
<PAGE>

Real estate taxes increased to $13.4 million for the six-month period ended June
30, 2003 as compared to $11.9 million for the comparable period in 2002,
primarily due to higher tax rates, property assessments and additional
properties in 2003.

Interest expense decreased to $30.5 million for the six-month period ended June
30, 2003 as compared to $31.8 million for the comparable period in 2002,
primarily due to decreased interest rates and decreased average borrowings.
Average outstanding debt balances for the six months ended June 30, 2003 were
$977.1 million as compared to approximately $1.0 billion for the comparable
period in 2002. The Company's weighted-average interest rate after giving effect
to hedging activities on unsecured credit facility decreased to 4.66% for the
six months ended June 30, 2003 from 5.32% for the comparable period in 2002. The
weighted-average interest rate on mortgage notes payable decreased to 7.11% for
the six months ended June 30, 2003 from 7.25% for the comparable period in 2002.

Depreciation expense increased to $26.5 million for the six-month period ended
June 30, 2003 as compared to $25.0 million for the comparable period in 2002
primarily due to additional properties in 2003. Amortization expense, related to
deferred leasing costs, increased to $3.4 million for the six-month period ended
June 30, 2003 as compared to $2.5 million for the comparable period in 2002,
primarily due to increased leasing activity.

Administrative expenses decreased to $7.3 million for the six-month period ended
June 30, 2003 as compared to $7.8 million for the comparable period in 2002
primarily due to decreased advertising and marketing expenses in 2003 as
compared to 2002.

Equity in income of Real Estate Ventures decreased to $569,000 for the six-month
period ended June 30, 2003 as compared to $693,000 for the comparable period in
2002. During the third quarter of 2002, the Company acquired the remaining
partnership interests in three Real Estate Ventures, and accordingly, the
results attributable to the properties owned by these Ventures are now
consolidated from the date of acquisition.

During the six-month period ended June 30, 2003, the Company sold one parcel of
land containing an aggregate of 3.1 acres for $1.2 million, realizing a net gain
of $1.2 million.

Minority interest from continuing operations represents the equity in income
attributable to the portion of the Operating Partnership not owned by the
Company. Minority interest was $4.6 million for the six-month periods ended June
30, 2003 and 2002.

Discontinued operations decreased to $1.8 million for the six-month period ended
June 30, 2003 as compared to $13.3 million for the comparable period in 2002
primarily due to 43 properties sold during 2002. During the six-month period
ended June 30, 2003, the Company sold one office property and three units of one
office property containing 31,000 net rentable square feet for an aggregate of
$3.4 million, realizing a net gain of $.9 million.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

During the six-month period ended June 30, 2003, the Company generated $59.2
million in cash flow from operating activities. Other sources of cash flow for
the six-month period consisted of: (i) $47.0 million in net proceeds from share
issuances, (ii) $21.0 million of proceeds from draws on the Credit Facility,
(iii) $4.1 million of proceeds from sales of properties, (iv) $1.6 million from
payments on employee loans and (v) $.4 million of cash distributions from Real
Estate Ventures. During the six-month period ended June 30, 2003, cash out-flows
consisted of: (i) $64.0 million of Credit Facility repayments, (ii) $42.4
million of distributions to shareholders and minority interest holders, (iii)
$21.9 million of mortgage note repayments, (iv) $19.1 million to fund
development and capital expenditures, (v) $3.6 million of leasing costs, (vi)
$1.3 million of escrowed cash and (vii) $.2 million of additional investment in
Real Estate Ventures.



                                       24
<PAGE>

During the six-month period ended June 30, 2002, the Company generated $53.1
million in cash flow from operating activities. Other sources of cash flow for
the six-month period consisted of: (i) $59.1 million of proceeds from sales of
properties, (ii) $15.0 million of proceeds from draws on the Credit Facility,
(iii) $14.0 million of proceeds of additional mortgage notes, (iv) $1.6 million
from repayments of employee loans, (v) $1.0 million of escrowed cash and (vi)
$.5 million of cash distributions from Real Estate Ventures. During the
six-month period ended June 30, 2002, cash out-flows consisted of: (i) $37.6
million of distributions to shareholders, (ii) $26.0 million of Credit Facility
repayments, (iii) $22.9 million for property acquisitions, (iv) $22.2 million to
fund development and capital expenditures, (v) $7.9 million to repurchase Common
Shares and minority interest units, (vi) $6.5 million of leasing costs, (vii)
$4.2 million of mortgage note repayments and (viii) $.5 million of additional
investments in unconsolidated Real Estate Ventures.

Capitalization

As of June 30, 2003, the Company had approximately $939.8 million of debt
outstanding, consisting of $264.0 million of borrowings under the Credit
Facility, $100 million under the Term Loan and $575.8 million of mortgage notes
payable. The mortgage notes payable consists of $515.4 million of fixed rate
loans and $60.5 million of variable rate loans. Additionally, the Company has
entered into interest rate swap and cap agreements to fix the interest rate on
$203.0 million of the Credit Facility and variable rate loans through July 2004.
The mortgage loans mature between December 2003 and July 2027. As of June 30,
2003, the Company also had $11.0 million of letters of credit outstanding under
the Credit Facility and $225.0 million of unused availability under the Credit
Facility. For the six-month period ended June 30, 2003, the weighted-average
interest rate under the Company's Credit Facility and the related swap
agreements was 4.66%, the average interest rate for the Term Loan was 3.0% and
the weighted-average interest rate for borrowings under mortgage notes payable
and the related cap agreements was 7.11%.

The following table outlines the timing of payment requirements related to the
Company's commitments as of June 30, 2003:

<TABLE>
<CAPTION>
                                                              Payments by Period (in thousands)
                                    --------------------------------------------------------------------------------
                                                                                                         2008 and
                                        Total            2003         2004 - 2005      2006 - 2007        Beyond
                                    -------------   --------------   -------------    -------------   --------------

<S>                                 <C>             <C>              <C>              <C>             <C>
Mortgage notes payable:
   Fixed rate                       $     515,366   $       60,072   $      70,548    $      38,041   $      346,705
   Variable rate                           24,950               79             364              767           23,740
   Construction loans                      35,523                -          35,523                -
                                    -------------   --------------   -------------    -------------   --------------
                                          575,839           60,151         106,435           38,808          370,445

Revolving credit facility                 264,000                -         264,000                -                -
Term loan                                 100,000                -         100,000                -                -
Other liabilities                          11,838              569          11,269                -                -
                                    -------------   --------------   -------------    -------------   --------------

                                    $     951,677   $       60,720   $     481,704    $      38,808   $      370,445
                                    =============   ==============   =============    =============   ==============
</TABLE>

The Company intends to refinance its mortgage notes payable as they become due
or repay those that are secured by properties being sold. The Company expects to
renegotiate its Credit Facility and Term Loan prior to maturity or extend their
terms.

As of June 30, 2003, the Company's debt-to-market capitalization ratio was
44.0%. As a general policy, the Company intends, but is not obligated, to adhere
to a policy of maintaining a debt-to-market capitalization ratio of no more than
50%.

The Company's Board of Trustees approved a share repurchase program authorizing
the Company to repurchase up to 4,000,000 of its outstanding Common Shares.
Through June 30, 2003, the Company had repurchased 3.2 million of its Common
Shares at an average price of $17.71 per share. Under the share repurchase
program, the Company has the authority to repurchase an additional 834,000
shares. No time limit has been placed on the duration of the share repurchase
program. The following table summarizes the share repurchases during the
six-month periods ended June 30, 2003 and 2002:


                                       25
<PAGE>

                                                     Six months ended
                                                           June 30,
                                              -------------------------------
                                                   2003             2002
                                              --------------   --------------

Repurchased amount (shares)                            -             28,274
Repurchased amount ($, in thousands)              $    -         $      671
Average price per share                           $    -         $    23.72


The following table summarizes the Class A Units tendered for redemption in cash
during the six-month periods ended June 30, 2003 and 2002:

                                                      Six months ended
                                                           June 30,
                                              -------------------------------
                                                   2003             2002
                                              --------------   --------------

Repurchased amount (units)                             -            274,844
Repurchased amount ($, in thousands)              $    -         $    6,659
Average price per share                           $    -         $    24.23

Short- and Long-Term Liquidity

The Company believes that its cash flow from operations is adequate to fund its
short-term liquidity requirements. Cash flow from operations is generated
primarily from rental revenues and operating expense reimbursements from tenants
and management services income from providing services to third parties. The
Company intends to use these funds to meet short-term liquidity needs, which are
to fund operating expenses, debt service requirements, recurring capital
expenditures, tenant allowances, leasing commissions and the minimum
distributions required to maintain the Company's REIT qualification under the
Internal Revenue Code.

On June 27, 2003, the Company declared a distribution of $0.44 per Common Share,
totaling $16.6 million, which was paid on July 15, 2003 to shareholders of
record as of July 7, 2003. The Operating Partnership simultaneously declared a
$0.44 per unit cash distribution to holders of Class A Units totaling $.8
million.

On June 27, 2003, the Company and the Operating Partnership, respectively, also
declared distributions to holders of Series A Preferred Shares, Series B
Preferred Shares and Series B Preferred Units, which are currently entitled to a
preferential return of 7.25%, 8.75% and 7.25%, respectively. Distributions paid
on July 15, 2003 to holders of Series A Preferred Shares, Series B Preferred
Shares and Series B Preferred Units totaled $.7 million, $2.3 million and $1.8
million, respectively.

The Company expects to meet its long-term liquidity requirements, such as for
property acquisitions, development, investments in real estate ventures,
scheduled debt maturities, major renovations, expansions and other significant
capital improvements, through cash from operations, borrowings under its Credit
Facility, other long-term secured and unsecured indebtedness, the issuance of
equity securities and the proceeds from the disposition of selected assets.

Non-GAAP Supplemental Financial Measure:  Funds from Operations (FFO)

FFO is a widely recognized measure of REIT performance. Although FFO is a
non-GAAP financial measure, the Company believes that information regarding FFO
is helpful to shareholders and potential investors. The Company computes FFO in
accordance with standards established by the National Association of Real Estate
Investment Trusts (NAREIT), which may not be comparable to FFO reported by other
REITs that do not compute FFO in accordance with the NAREIT definition, or that
interpret the NAREIT definition differently than the Company. NAREIT defines FFO
as net income (loss) before minority interest of unitholders (preferred and
common) and excluding gains (losses) on sales of depreciable operating property
and extraordinary items (computed in accordance with GAAP); plus real estate
related depreciation and amortization (excluding amortization of deferred
financing costs and depreciation of non-real estate assets), and after
adjustment for unconsolidated joint ventures. The GAAP measure that the Company
believes to be most directly comparable to FFO, net income, includes
depreciation and amortization expenses, gains or losses on property sales and
minority interest. In computing FFO, the Company eliminates substantially all of
these items because, in the Company's view, they are not indicative of the
results from the Company's property operations. To facilitate a clear
understanding of the Company's historical operating results, FFO should be
examined in conjunction with net income (determined in accordance with GAAP) as
presented in the financial statements included elsewhere in this Quarterly
Report on Form 10-Q. FFO does not represent cash generated from operating
activities in accordance with GAAP and should not be considered to be an
alternative to net income (loss) (determined in accordance with GAAP) as an
indication of the Company's financial performance or to be an alternative to
cash flow from operating activities (determined in accordance with GAAP) as a
measure of the Company's liquidity, nor is it indicative of funds available for
the Company's cash needs, including its ability to make cash distributions to
shareholders.



                                       26
<PAGE>

The following table summarizes FFO for the three- and six-month periods ended
June 30, 2003 and 2002 (in thousands, except share data):

<TABLE>
<CAPTION>
                                                                   Three months ended June 30,        Six months ended June 30,
                                                                   ----------------------------     -----------------------------
                                                                       2003            2002             2003             2002
                                                                   ------------    ------------     ------------     ------------

<S>                                                                <C>             <C>              <C>              <C>
Net income                                                         $     13,524    $     12,800     $     27,441     $     36,269

Add/(deduct):
   Minority interest attributable to continuing operations                2,299           2,270            4,618            4,612
   Net gain on sale of interests in real estate                               -               -           (1,152)               -
   Minority interest attributable to discontinued operations                 37              77               88              789
   Net gain on disposition of discontinued operations                      (390)           (116)            (951)          (8,562)
                                                                   ------------    ------------     ------------     ------------

Income before net gains on sales of interests  in real estate and
   minority interest                                                     15,470          15,031           30,044           33,108

Add (deduct):
   Depreciation:
     Attributable to real property                                       13,511          14,522           26,899           26,875
     Attributable to real estate ventures                                   520             739            1,013            1,320
   Amortization attributable to leasing costs                             1,764           1,339            3,404            2,706
                                                                   ------------    ------------     ------------     ------------
Funds from operations                                              $     31,265    $     31,631     $     61,360     $     64,009
                                                                   ============    ============     ============     ============
Weighted-average Common Shares (including Common
   Share equivalents) and Operating Partnership units                47,152,178      46,934,097       46,806,367       47,355,479
                                                                   ============    ============     ============     ============
</TABLE>

Inflation

A majority of the Company's leases provide for separate escalations of real
estate taxes and operating expenses either on a triple net basis or over a base
amount. In addition, many of the office leases provide for fixed base rent
increases. The Company believes that inflationary increases in expenses will be
significantly offset by expense reimbursement and contractual rent increases.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk
         ----------------------------------------------------------

Market risk is the exposure to loss resulting from changes in interest rates,
commodity prices and equity prices. In pursuing its business plan, the primary
market risk to which the Company is exposed is interest rate risk. Changes in
the general level of interest rates prevailing in the financial markets may
affect the spread between the Company's yield on invested assets and cost of
funds and, in turn, the Company's ability to make distributions or payments to
its shareholders. While the Company has not experienced any significant credit
losses, in the event of a significant rising interest rate environment and/or
economic downturn, defaults could increase and result in losses to the Company
which adversely affect its operating results and liquidity.

There have been no material changes in Quantitative and Qualitative disclosures
in 2003 from the disclosures included in the Company's Annual Report on Form
10-K for the year ended December 31, 2002. Reference is made to Item 7 included
in the Company's Annual Report on Form 10-K for the year ended December 31, 2002
and the caption "Liquidity and Capital Resources" under Item 2 of this Quarterly
Report on Form 10-Q.

Item 4.  Controls and Procedures
         -----------------------

The Company's Chief Executive Officer and its Chief Financial Officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934) as of the end of the period covered by this quarterly report, have
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in the reports
that it files under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in rules and forms of
the Securities and Exchange Commission.

                                       27
<PAGE>

Part II.    OTHER INFORMATION

Item 1.  Legal Proceedings
         -----------------

As indicated in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002, the Company is a defendant in a case in which the plaintiffs
allege that the Company breached its obligation to purchase a portfolio of
properties for approximately $83.0 million. On July 9, 1999, the Superior Court
of New Jersey, Camden County, dismissed the complaint against the Company with
prejudice. The plaintiffs subsequently filed a motion for reconsideration, which
motion the Superior Court denied. Plaintiffs then appealed to the Appellate
Division, which is the intermediate appellate level court in New Jersey. In
December 2000, the Appellate Division affirmed in part and reversed in part the
Chancery Division's earlier dismissal of the entire action. The Appellate
Division affirmed the dismissal of the fraud and other non-contractual counts in
the Complaint, but reversed the contract and reformation counts and remanded
these to the lower court for further proceedings. The Company sought review of
this decision by the Supreme Court of New Jersey, but in March 2001 that Court
declined to consider the appeal. The case thereafter returned to the Chancery
Division, where written and oral discovery was conducted in 2002 and in the
first quarter of 2003. Discovery terminated on February 14, 2003. The Company
filed a motion for summary judgment on all counts, seeking dismissal of all
counts against it, and judgment for the Company on its counterclaim. The
Chancery Division granted the Company's summary judgment motion on March 25,
2003. By order dated May 9, 2003, the Chancery Division dismissed the
plaintiffs' remaining claims and entered judgment in favor of the Company on its
counterclaims. Also on May 9, 2003, the plaintiffs filed a Notice of Appeal with
the Appellate Division seeking review of the Chancery Division's March 25, 2003
ruling (and resulting May 9, 2003 Order) and two earlier procedural decisions.
Briefing on this appeal is scheduled to commence on August 27, 2003 and a
decision from the Appellate Division is expected in 2004.

Item 4.  Submission of Matters to a Vote on Security Holders
         ---------------------------------------------------

The Company held its annual meeting on May 5, 2003. At the meeting, each of the
six individuals nominated for election to the Company's Board of Trustees was
elected to the Board. These individuals will serve on the Board, together with a
seventh Trustee (D. Pike Aloian), separately elected by the holder of a class of
the Company's preferred securities. The number of shares cast for, against or
withheld for each nominee is set forth below:

                                  For              Against          Withheld
                                  ---              -------          --------
   Anthony A. Nichols, Sr.    36,041,126              0              584,225
   Gerard H. Sweeney          36,041,842              0              583,509
   Donald E. Axinn            35,857,188              0              768,163
   Walter D'Alessio           27,965,806              0            8,659,545
   Robert C. Larson           27,955,032              0            8,670,319
   Charles P. Pizzi           36,047,288              0              578,063

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

(a)  Exhibits
     --------

3.2      Amended and Restated Bylaws of the Company
10.1     Letter to Cohen & Steers Capital Management Inc.
31.1     Certification Pursuant to 13a-14 of the Securities Exchange Act of 1934
31.2     Certification Pursuant to 13a-14 of the Securities Exchange Act of 1934
32.1     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002
32.2     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002



                                       28
<PAGE>

(b)  Reports on Form 8-K:
     --------------------

During the three months ended June 30, 2003 and through August 13, 2003, the
Company filed the following:

       (i)    Current Report on Form 8-K filed April 25, 2003 (reporting under
              Items 7, 9 and 12).
       (ii)   Current Report on Form 8-K filed June 12, 2003 (reporting under
              Items 5 and 7).
       (iii)  Current Report on Form 8-K filed June 13, 2003 (reporting under
              Items 5 and 7).
       (iv)   Current Report on Form 8-K filed June 25, 2003 (reporting under
              Items 4 and 7).
       (v)    Current Report on Form 8-K filed July 25, 2003 (reporting under
              Items 7 and 12).









                                       29
<PAGE>

                             BRANDYWINE REALTY TRUST
                             -----------------------

                            SIGNATURES OF REGISTRANT
                            ------------------------


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, thereunto duly authorized.

<TABLE>
<S>                                         <C>
                                                 BRANDYWINE REALTY TRUST
                                                       (Registrant)


Date: August 13, 2003                       By:  /s/ Gerard H. Sweeney
       ---------------                           ----------------------------------------------------------------------
                                                 Gerard H. Sweeney, President and Chief Executive Officer
                                                (Principal Executive Officer)



Date:  August 13, 2003                      By:  /s/ Christopher P. Marr
       ---------------                           ----------------------------------------------------------------------
                                                 Christopher P. Marr, Senior Vice President and Chief Financial Officer
                                                 (Principal Financial Officer)



 Date:  August 13, 2003                     By:  /s/ Bradley W. Harris
       ---------------                           ----------------------------------------------------------------------
                                                 Bradley W. Harris, Vice President and Chief Accounting Officer
                                                 (Principal Accounting Officer)
</TABLE>











                                       30

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>ex3-2.txt
<DESCRIPTION>EXHIBIT 3.2
<TEXT>
<PAGE>

                                                                     Exhibit 3.2
                             BRANDYWINE REALTY TRUST
                             -----------------------

                                     BYLAWS
                                     ------

                                   ARTICLE I.

                                     OFFICES

         Section 1. Principal Office. The principal office of Brandywine Realty
Trust (the "Trust") shall be located at such place or places as the Board of
Trustees may designate.

         Section 2. Additional Offices. The Trust may have additional offices at
such places as the Trustees may from time to time determine or the business of
the Trust may require.

                                  ARTICLE II.

                            MEETINGS OF SHAREHOLDERS

         Section 1. Place. All meetings of shareholders shall be held at the
principal executive office of the Trust or at such other place as shall be
stated in the notice of the meeting.

         Section 2. Annual Meeting. An annual meeting of the shareholders for
the election of Trustees and the transaction of any business within the powers
of the Trust shall be held annually and at the time set by the Trustees.

         Section 3. Special Meetings.

                  (a) General. The President, Chairman of the Board or Board of
Trustees may call a special meeting of the shareholders. Subject to subsection
(b) of this Section 3, a special meeting of shareholders shall also be called by
the Secretary of the Trust upon the written request of the shareholders in
accordance with Article 7 of the Declaration of Trust of the Trust.

                  (b) (1) Any shareholder of record seeking to have shareholders
request a special meeting shall, by sending written notice to the secretary (the
"Record Date Request Notice") by registered mail, return receipt requested,
request the Board of Trustees to fix a record date to determine the shareholders
entitled to request a special meeting (the "Request Record Date"). The Record
Date Request Notice shall set forth the purpose of the meeting and the matters
proposed to be acted on at it, shall be signed by one or more shareholders of
record as of the date of signature (or their duly authorized proxies or other
agents), shall bear the date of signature of each such shareholder (or proxy or
other agent) and shall set forth all information relating to each such
shareholder that must be disclosed in solicitations of proxies for election of
trustees in an election contest (even if an election contest is not involved),
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule
14a-11 thereunder. Upon receiving the Record Date Request Notice, the Board of
Trustees may fix a Request Record Date. The Request Record Date shall not
precede and shall not be more than ten days after the close of business on the
date on which the resolution fixing the Request Record Date is adopted by the
Board of Trustees. If the Board of Trustees, within ten days after the date on
which a valid Record Date Request Notice is received, fails to adopt a
resolution fixing the Request Record Date and make a public announcement of such
Request Record Date, the Request Record Date shall be the close of business on
the tenth day after the first date on which the Record Date Request Notice is
received by the secretary.
<PAGE>

                  (2) In order for any shareholder to request a special meeting,
one or more written requests for a special meeting signed by shareholders of
record (or their duly authorized proxies or other agents) as of the Request
Record Date entitled to vote not less than ten percent (the "Special Meeting
Percentage") of the issued and outstanding Common Shares of Beneficial Interest
(as defined in the Declaration of Trust) (the "Special Meeting Request") shall
be delivered to the secretary. In addition, the Special Meeting Request shall
set forth the purpose of the meeting and the matters proposed to be acted on at
it (which shall be limited to the matters set forth in the Record Date Request
Notice received by the secretary), shall bear the date of signature of each such
shareholder (or proxy or other agent) signing the Special Meeting Request, shall
set forth the name and address, as they appear in the Trust's books, of each
shareholder signing such request (or on whose behalf the Special Meeting Request
is signed) and the class and number of shares of beneficial interest of the
Trust which are owned of record and beneficially by each such shareholder, shall
be sent to the secretary by registered mail, return receipt requested, and shall
be received by the secretary within 60 days after the Request Record Date. Any
requesting shareholder may revoke his, her or its request for a special meeting
at any time by written revocation delivered to the secretary.

                  (3) The secretary shall inform the requesting shareholders of
the reasonably estimated cost of preparing and mailing the notice of meeting
(including the Trust's proxy materials). The secretary shall not be required to
call a special meeting upon shareholder request and such meeting shall not be
held unless, in addition to the documents required by paragraph (2) of this
Section 3(b), the secretary receives payment of such reasonably estimated cost
prior to the mailing of any notice of the meeting.

                  (4) Except as provided in the next sentence, any special
meeting shall be held at such place, date and time as may be designated by the
chairman or Board of Trustees, whoever has called the meeting. In the case of
any special meeting called by the secretary upon the request of shareholders (a
"Shareholder Requested Meeting"), such meeting shall be held at such place, date
and time as may be designated by the Board of Trustees; provided, however, that
the date of any Shareholder Requested Meeting shall be not more than 90 days
after the record date for such meeting (the "Meeting Record Date"); and provided
further that if the Board of Trustees fails to designate, within ten days after
the date that a valid Special Meeting Request is actually received by the
secretary (the "Delivery Date"), a date and time for a Shareholder Requested
Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day
after the Meeting Record Date or, if such 90th day is not a Business Day (as
defined below), on the first preceding Business Day; and provided further that
in the event that the Board of Trustees fails to designate a place for a
Shareholder Requested Meeting within ten days after the Delivery Date, then such
meeting shall be held at the principal executive offices of the Trust. In fixing
a date for any special meeting, the chairman or Board of Trustees may consider
such factors as he, she or it deems relevant within the good faith exercise of
business judgment, including, without limitation, the nature of the matters to
be considered, the facts and circumstances surrounding any request for meeting
and any plan of the Board of Trustees to call an annual meeting or a special
meeting. In the case of any Shareholder Requested Meeting, if the Board of
Trustees fails to fix a Meeting Record Date that is a date within 30 days after
the Delivery Date, then the close of business on the 30th day after the Delivery
Date shall be the Meeting Record Date.


<PAGE>

                  (5) If at any time as a result of written revocations of
requests for the special meeting, shareholders of record (or their duly
authorized proxies or other agents) as of the Request Record Date entitled to
cast less than the Special Meeting Percentage shall have delivered and not
revoked requests for a special meeting, the secretary may refrain from mailing
the notice of the meeting or, if the notice of the meeting has been mailed, the
secretary may revoke the notice of the meeting at any time before ten days
before the meeting if the secretary has first sent to all other requesting
shareholders written notice of such revocation and of intention to revoke the
notice of the meeting. Any request for a special meeting received after a
revocation by the secretary of a notice of a meeting shall be considered a
request for a new special meeting.

                  (6) The chairman, President or the Board of Trustees may
appoint regionally or nationally recognized independent inspectors of elections
to act as the agent of the Trust for the purpose of promptly performing a
ministerial review of the validity of any purported Special Meeting Request
received by the secretary. For the purpose of permitting the inspectors to
perform such review, no such purported Special Meeting Request shall be deemed
to have been delivered to the secretary until the earlier of (i) five Business
Days after receipt by the secretary of such purported request and (ii) such date
as the independent inspectors certify to the Trust that the valid requests
received by the secretary represent at least ten percent of the issued and
outstanding Common Shares of Beneficial Interest. Nothing contained in this
paragraph (6) shall in any way be construed to suggest or imply that the Trust
or any shareholder shall not be entitled to contest the validity of any request,
whether during or after such five Business Day period, or to take any other
action (including, without limitation, the commencement, prosecution or defense
of any litigation with respect thereto, and the seeking of injunctive relief in
such litigation).

                  (7) For purposes of these Bylaws, "Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of New York or the Commonwealth of Pennsylvania are authorized or
obligated by law or executive order to close.

                  (8) Notwithstanding the foregoing provisions of this Section
3, holders of a class or series of preferred shares of beneficial interest of
the Trust may call a special meeting in accordance with applicable provisions of
the Declaration of Trust or as otherwise permitted by law.

         Section 4. Notice. Not less than ten nor more than 90 days before each
meeting of shareholders, the secretary shall give to each shareholder entitled
to vote at such meeting and to each shareholder not entitled to vote who is
entitled to notice of the meeting written or printed notice stating the time and
place of the meeting and, in the case of a special meeting or as otherwise may
be required by statute, the purpose for which the meeting is called, either by
mail, by presenting it to such shareholder personally, by leaving it at his
residence or usual place of business or by any other means permitted by Maryland
law. If mailed, such notice shall be deemed to be given when deposited in the
United States mail addressed to the shareholder at his post office address as it
appears on the records of the Trust, with postage thereon prepaid.


<PAGE>

         Section 5. Scope of Notice. Any business of the Trust may be transacted
at an annual meeting of shareholders without being specifically designated in
the notice, except such business as is required by statute to be stated in such
notice. No business shall be transacted at a special meeting of shareholders
except as specifically designated in the notice.

         Section 6. Organization and Conduct of Meetings. Every meeting of
shareholders shall be conducted by an individual appointed by the Board of
Trustees to be chairman of the meeting or, in the absence of such appointment,
by the chairman of the board or, in the case of a vacancy in the office or
absence of the chairman of the board, by one of the following officers present
at the meeting: the president, the vice presidents in their order of rank and
seniority or, in the absence of such officers, a chairman chosen by the
shareholders by the vote of a majority of the votes cast by shareholders present
in person or by proxy. The secretary or, in the secretary's absence, an
assistant secretary, or in the absence of both the secretary and assistant
secretaries, a person appointed by the Board of Trustees or, in the absence of
such appointment, a person appointed by the chairman of the meeting shall act as
secretary. In the event that the secretary presides at a meeting of the
shareholders, an assistant secretary shall record the minutes of the meeting.
The order of business and all other matters of procedure at any meeting of
shareholders shall be determined by the chairman of the meeting. The chairman of
the meeting may prescribe such rules, regulations, and procedures and take such
action as, in the discretion of such chairman, are appropriate for the proper
conduct of the meeting, including, without limitation, (a) restricting admission
to the time set for the commencement of the meeting; (b) limiting attendance at
the meeting to shareholders of record of the Trust, their duly authorized
proxies or other such persons as the chairman of the meeting may determine; (c)
limiting participation at the meeting on any matter to shareholders of record of
the Trust entitled to vote on such matter, their duly authorized proxies or
other such persons as the chairman of the meeting may determine; (d) limiting
the time allotted to questions or comments by participants; (e) maintaining
order and security at the meeting; (f) removing any shareholder who refuses to
comply with meeting procedures, rules or guidelines as set forth by the
chairman; and (g) recessing or adjourning the meeting to a later date and time
and place announced at the meeting. Unless otherwise determined by the chairman
of the meeting, meetings of shareholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

         Section 7. Quorum. At any meeting of shareholders, the presence in
person or by proxy of shareholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section
shall not affect any requirement under any statute or the Declaration of Trust
for the vote necessary for the adoption of any measure. If, however, such quorum
shall not be present at any meeting of the shareholders, the chairman of the
meeting or the shareholders entitled to vote at such meeting, present in person
or by proxy, shall have power to adjourn the meeting from time to time to a date
not more than 120 days after the original record date without notice other than
announcement at the meeting. At such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally notified.


<PAGE>

         Section 8. Voting. A plurality of all the votes cast at a meeting of
shareholders duly called and at which a quorum is present shall be sufficient to
elect a Trustee. Shareholders shall not be entitled to cumulate their votes in
the election of Trustees. A majority of the votes cast at a meeting of
shareholders duly called and at which a quorum is present shall be sufficient to
approve any other matter which may properly come before the meeting, unless more
than a majority of the votes cast is required by statute or by the Declaration
of Trust. Unless otherwise provided in the Declaration, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.

         Section 9. Proxies. A shareholder may cast the votes entitled to be
cast by the shares of beneficial interest owned of record by the shareholder,
either in person or by proxy executed in any manner permitted by law by the
shareholder or by his duly authorized agent. Such proxy shall be filed with the
secretary of the Trust before or at the meeting. No proxy shall be valid more
than eleven months after its date, unless otherwise provided in the proxy.

         Section 10. Voting of Shares by Certain Holders. Shares registered in
the name of a corporation, partnership, trust or other entity, if entitled to be
voted, may be voted by the chief executive officer or a vice president, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such shares pursuant to a bylaw or a resolution of the board
of directors of such corporation or other entity presents a certified copy of
such bylaw or resolution, in which case such person may vote such shares. Any
trustee or other fiduciary may vote shares registered in his name as such
fiduciary, either in person or by proxy.

         Shares of the Trust directly or indirectly owned by it shall not be
voted at any meeting and shall not be counted in determining the total number of
outstanding shares entitled to be voted at any given time, unless they are held
by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.

         The Trustees may adopt by resolution a procedure by which a shareholder
may certify in writing to the Trust that any shares registered in the name of
the shareholder are held for the account of a specified person other than the
shareholder. The resolution shall set forth the class of shareholders who may
make the certification, the purpose for which the certification may be made, the
form of certification and the information to be contained in it; if the
certification is with respect to a record date or closing of the share transfer
books, the time after the record date or closing of the share transfer books
within which the certification must be received by the Trust; and any other
provisions with respect to the procedure which the Trustees consider necessary
or desirable. On receipt of such certification, the person specified in the
certification shall be regarded as, for the purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.

         Section 11. Inspectors. At any meeting of shareholders, the chairman of
the meeting may, or upon the request of any shareholder shall, appoint one or
more persons as inspectors for such meetings. Such inspectors shall ascertain
and report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders.


<PAGE>

         Each report of an inspector shall be in writing and signed by him or by
a majority of them if there is more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the
report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

         Section 12. Voting by Ballot. Voting on any question or in any election
may be viva voce unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.

         Section 13. No Shareholder Action by Written Consent. Subject to the
rights of the holders of any series Preferred Shares to elect additional
Trustees under specific circumstances, any action required or permitted to be
taken by the shareholders of the Trust must be effected at an annual or special
meeting of shareholders and may not be effected by any consent in writing by
such shareholders.

         Section 14. Nominations and Proposals by Shareholders.

                  (a) Annual Meetings of Shareholders. (1) Nominations of
persons for election to the Board of Trustees and the proposal of business to be
considered by the shareholders may be made at an annual meeting of shareholders
(i) pursuant to the Trust's notice of meeting, (ii) by or at the direction of
the Board of Trustees or (iii) by any shareholder of the Trust who was a
shareholder of record both at the time of giving of notice provided for in this
Section 14(a) and at the time of the annual meeting, who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 14(a).

                           (2) For nominations for election to the Board of
Trustees or other business to be properly brought before an annual meeting by a
shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 14, the
shareholder must have given timely notice thereof in writing to the secretary of
the Trust and such other business must otherwise be a proper matter for action
by shareholders. To be timely, a shareholder's notice must be delivered to the
secretary at the principal executive office of the Trust by not later than the
close of business on the 90th day prior to the first anniversary of the date of
mailing of the notice for the preceding year's annual meeting nor earlier than
the close of business on the 120th day prior to the first anniversary of the
date of mailing of the notice for the preceding year's annual meeting; provided,
however, that in the event that the date of the mailing of the notice for the
annual meeting is advanced or delayed by more than 30 days from the anniversary
date of the mailing of the notice for the preceding year's annual meeting,
notice by the shareholder to be timely must be so delivered not earlier than the
close of business on the 120th day prior to the date of mailing of the notice
for such annual meeting and not later than the close of business on the later of
the 90th day prior to the date of mailing of the notice for such annual meeting
or the tenth day following the day on which public announcement of the date of
mailing of the notice for such meeting is first made by the Trust. In no event
shall the public announcement of a postponement of the mailing of the notice for

<PAGE>

such annual meeting or of an adjournment or postponement of an annual meeting to
a later date or time commence a new time period for the giving of a
shareholder's notice as described above. A shareholder's notice to be proper
must set forth (i) as to each person whom the shareholder proposes to nominate
for election or reelection as a Trustee (A) the name, age, business address and
residence address of such person, (a) the class and number of shares of
beneficial interest of the Trust that are beneficially owned or owned of record
by such person and (C) all other information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors
in an election contest or is otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under the Exchange Act (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a Trustee if elected); (ii) as to any other business that the
shareholder proposes to bring before the meeting, a description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
shareholder (including any anticipated benefit to the shareholder therefrom) and
of each beneficial owner, if any, on whose behalf the proposal is made; and
(iii) as to the shareholder giving the notice and each beneficial owner, if any,
on whose behalf the nomination or proposal is made, (x) the name and address of
such shareholder, as they appear on the Trust's share ledger and current name
and address, if different, and of such beneficial owner and (y) the class and
number of shares of beneficial interest of the Trust which are owned
beneficially and of record by such shareholder and such beneficial owner.

                           (3) Notwithstanding anything in the second sentence
of paragraph (a)(2) of this Section 14 to the contrary, in the event that the
number of Trustees to be elected to the Board of Trustees is increased and there
is no public announcement by the Trust of such action or specifying the size of
the increased Board of Trustees at least 100 days prior to the first anniversary
of the date of mailing of the notice for the preceding year's annual meeting, a
shareholder's notice required by this Section 14(a) shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if the notice is delivered to the secretary at the principal executive
offices of the Trust not later than the close of business on the tenth day
immediately following the day on which such public announcement is first made by
the Trust.

                  (b) Special Meetings of Shareholders. Only such business shall
be conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Trust's notice of meeting.

                  (c) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Section 14 shall be eligible to
serve as Trustees, and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 14. The chairman of the meeting shall
have the power and duty to determine whether a nomination or any other business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Section 14 and, if any
proposed nomination or other business is not in compliance with this Section 14,
to declare that such nomination or proposal shall be disregarded.


<PAGE>

                           (2) For purposes of this Section 14, (a) the "date of
mailing of the notice" shall mean the date of the proxy statement for the
solicitation of proxies for election of Trustees and (b) "public announcement"
shall mean disclosure (i) in a press release either transmitted to the principal
securities exchange on which shares of the Trust's common shares are traded or
reported by a recognized news service or (ii) in a document publicly filed by
the Trust with the Securities and Exchange Commission.

                           (3) Notwithstanding the foregoing provisions of this
Section 14, a shareholder shall also comply with all applicable requirements of
state law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 14. Nothing in this Section 14
shall be deemed to affect any right of a shareholder to request inclusion of a
proposal in, nor the right of the Trust to omit a proposal from, the Trust's
proxy statement pursuant to Rule 14a-8 (or any successor provision) under the
Exchange Act.

         Section 15. Exemption of Certain Shares. All of the acquisitions of:
(i) the common shares of beneficial interest ("Common Shares") of the Trust now
or hereafter owned by Safeguard Scientifics, Inc., The Nichols Company and any
of their current or future affiliates or associates (collectively, the "SSI/TNC
Affiliates"); (ii) the Common Shares and Preferred Shares now or hereafter owned
by Commonwealth of Pennsylvania State Employees' Retirement System, RAI Real
Estate Advisers, Inc. and any of their current or future affiliates or
associates (collectively, the "SERS Affiliates");(iii) the Common Shares now or
hereafter owned by Morgan Stanley Asset Management, Inc., Morgan Stanley
Institutional Fund, Inc. - U.S. Real Estate Portfolio and Morgan Stanley, Sicav
Subsidiary, SA and any of their current or future affiliates or associates
(collectively, the "Morgan Affiliates"); and (iv) the Common Shares now or
hereafter owned by Cohen & Steers Capital Management, Inc. and any of their
current or future affiliates or associates (collectively, the "C&S Affiliates")
are hereby exempted from Subtitle 7 of Title 3 of the Maryland General
Corporation Law, and the Trust shall have no right to exercise the redemption
right with respect to such Common Shares arising under said Subtitle 7. In no
event will any Shareholder of the Trust have any rights under Section 3-708 of
said Subtitle 7 as a result of the ownership by the SSI/TNC Affiliates of Common
Shares or by the SERS Affiliates of Common Shares or Preferred Shares or by the
Morgan Affiliates of Common Shares or by the C&S Affiliates of Common Shares as
aforesaid. As used herein, the terms "affiliates" and "associates" have the
respective meanings assigned to them in Subtitles 6 and 7, respectively, of said
Title 3.

                                  ARTICLE III.

                                    TRUSTEES

         Section 1. General Powers: Qualifications. The business and affairs of
the Trust shall be managed under the direction of its Board of Trustees. A
Trustee shall be an individual at least 21 years of age who is not under legal
disability.

         Section 2. Annual and Regular Meetings. An annual meeting of the
Trustees shall be held immediately after and at the same place as the annual
meeting of shareholders, no notice other than this Bylaw being necessary. The
Trustees may provide, by resolution, the time and place, either within or
without the State of Maryland, for the holding of regular meetings of the
Trustees without other notice than such resolution.


<PAGE>

         Section 3. Special Meetings. Special meetings of the Trustees may be
called by or at the request of the chairman or chief executive officer or by
one-half or more of the Trustees then in office. The person or persons
authorized to call special meetings of the Trustees may fix any place, either
within or without the State of Maryland, as the place for holding any special
meeting of the Trustees called by them.

         Section 4. Notice. Notice of any special meeting of the Board of
Trustees shall be delivered personally or by telephone, electronic mail,
facsimile transmission, United States mail or courier to each Trustee at his
business, electronic mail or residence address. Notice by personal delivery,
telephone, electronic mail, facsimile transmission or courier shall be given at
least two days prior to the meeting. Notice by United States mail shall be given
at least five business days prior to the meeting and shall be deemed to be given
when deposited in the United States mail properly addressed, with postage
thereon prepaid. Telephone notice shall be deemed to be given when the Trustee
or the Trustee's agent is personally given such notice in a telephone call to
which the Trustee or the Trustee's agent is a party. Facsimile transmission
notice shall be deemed to be given upon completion of the transmission of the
message to the number given to the Trust by the Trustee and receipt of a
completed answer-back indicating receipt. Electronic mail shall be deemed to be
given upon transmission of the message to the electronic mail address given to
the Trust by the Trustee. Notice by courier shall be deemed to be given upon
delivery to the address given to the Trust by the Trustee and receipt by such
courier of a signature evidencing delivery thereat. Neither the business to be
transacted at, nor the purpose of, any annual, regular or special meeting of the
Board of Trustees need be stated in the notice, unless specifically required by
statute or these Bylaws.

         Section 5. Quorum. A whole number of Trustees equal to at least a
majority of the Whole Board Trustees shall constitute a quorum for transaction
of business at any meeting of the Trustees, provided that, if less than a quorum
are present at said meeting, a majority of the Trustees present may adjourn the
meeting from time to time without further notice, and provided further that if,
pursuant to the Declaration of Trust or these Bylaws, the vote of a majority of
a particular group of Trustees is required for action, a quorum must also
include a majority of such group.

         The Trustees present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Trustees to leave less than a quorum.

         Section 6. Voting. The action of the majority of the Trustees present
at a meeting at which a quorum is present shall be the action of the Trustees,
unless the concurrence of a greater proportion is required for such action by
applicable law or the Declaration of Trust. If enough Trustees have withdrawn
from a meeting to leave less than a quorum but the meeting is not adjourned, the
action of the majority of the Trustees present at such meeting shall be the
action of the Board of Trustees, unless the concurrence of a greater portion is
required for such action by applicable law.


<PAGE>

         Section 7. Telephone Meetings. Trustees may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.

         Section 8. Action by Written Consent of Trustees. Any action required
or permitted to be taken at any meeting of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each Trustee and
such written consent is filed with the minutes of proceedings of the Trustees.

         Section 9. Vacancies and Resignations. If for any reason any or all the
Trustees cease to be Trustees, such event shall not terminate the Trust or
affect these Bylaws or the powers of the remaining Trustees hereunder (even if
fewer than three Trustees remain). Any vacancy (including a vacancy created by
an increase in the number of Trustees) shall be filled, at any regular meeting
or at any special meeting called for that purpose, by a majority of the
remaining Trustees, even if such majority is less than a quorum. Any individual
so elected as Trustee shall serve for the unexpired term of the trustee he is
replacing until his successor has been duly elected and qualified. Any Trustee
of the Trust may resign at any time by giving written notice of his resignation
to the Board of Trustees, the chairman of the board, the president or the
secretary. Any resignation shall take effect immediately upon its receipt or at
such later time as specified therein. The acceptance of a resignation shall not
be necessary to make it effective unless otherwise stated in the resignation.

         Section 10. Compensation. Trustees shall not receive any stated salary
for their services as Trustees but, by resolution of the trustees, fixed sums
per year and/or per meeting. Expenses of attendance, if any, may be allowed to
trustees for attendance at each annual, regular or special meeting of the
Trustees or of any committee thereof; but nothing herein contained shall be
construed to preclude any Trustees from serving the Trust in any other capacity
and receiving compensation therefor.

         Section 11. Removal of Trustees. The shareholders may, at any time,
remove any Trustee in the manner provided in the Declaration of Trust.

         Section 12. Loss of Deposits. No Trustee shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan association, or other institution with whom moneys or shares have been
deposited.

         Section 13. Surety Bonds. Unless required by law, no Trustee shall be
obligated to give any bond or surety or other security for the performance of
any of his duties.

         Section 14. Reliance. Each Trustee, officer, employee and agent of the
Trust shall, in the performance of his duties with respect to the Trust, be
fully justified and protected with regard to any act or failure to act in
reliance in good faith upon the books of account or other records of the Trust,
upon an opinion of counsel or upon reports made to the Trust by any of its
officers or employees or by the adviser, accountants, appraisers or other
experts or consultants selected by the Trustees or officers of the Trust,
regardless of whether such counsel or expert may also be a Trustee.


<PAGE>

         Section 15. Certain Rights of Trustees, Officers, Employees and Agents.
The Trustees shall have no responsibility to devote their full time to the
affairs of the Trust. Any Trustee or officer, employee or agent of the Trust, in
his personal capacity or in a capacity as an affiliate, employee, or agent of
any other person, or otherwise, may have business interests and engage in
business activities similar to or in addition to those of or relating to the
Trust.

                                  ARTICLE IV.

                                   COMMITTEES

         Section 1. Number, Tenure and Qualifications. The Trustees may, by
resolution or resolutions passed by a majority of the whole Board, appoint from
among its members an Executive Committee, an Audit Committee and other
committees, composed of one or more Trustees.

         Section 2. Powers. The Trustees may delegate to committees appointed
under Section 1 of this Article any of the powers of the Board of Trustees.

         Section 3. Committee Procedures. Each Committee may fix rules of
procedure for its business. A majority of the members of a committee shall
constitute a quorum for the transaction of business and the action of a majority
of those present at a meeting at which a quorum is present shall be action of
the committee. In the absence of any member of any committee, the members
thereof present at any meeting, whether or not they constitute a quorum, may
appoint another Trustee to act in the place of such absent member. Any action
required or permitted to be taken at a meeting of a committee may be taken
without a meeting, if a unanimous written consent which sets forth the action is
signed by each member of the committee and filed with the minutes of the
proceedings of such committee. The members of a committee may conduct any
meeting thereof by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at the
same time. Participation in a meeting by such means shall constitute presence in
person at the meeting.

         Section 4. Emergency. In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Trust by its Trustees and officers as contemplated by the Declaration of
Trust and these Bylaws, any two or more available members of the then incumbent
Executive Committee, if any, shall constitute a quorum of that Committee for the
full conduct and management of the affairs and business of the Trust in
accordance with the provisions of this Article. In the event of the
unavailability, at such time, of a minimum of two members of the then incumbent
Executive Committee, the available Trustees shall elect an Executive Committee
composed of any two members of the Board of Trustees, whether or not they be
officers of the Trust, which two members shall constitute the Executive
Committee for the full conduct and management of the affairs of the Trust in
accordance with the foregoing provisions of this Section. This Section shall be
subject to implementation by resolution of the Board of Trustees passed form
time to time for that purpose, and any provisions of the Bylaws (other than this
Section) and any resolutions which are contrary to the provisions of this
Section or to the provisions of any such implementing resolutions shall be
suspended until it shall be determined by any interim Executive Committee acting
under this Section that it shall be to the advantage of the Trust to resume the
conduct and management of its affairs and business under all the other
provisions of these Bylaws.


<PAGE>

                                   ARTICLE V.

                                    OFFICERS

         Section 1. General Provisions. The officers of the Trust may consist of
a chairman of the board, a chief executive officer, one or more vice presidents,
a chief financial officer, a secretary, and one or more assistant secretaries.
In addition, the Trustees may from time to time appoint such other officers with
such powers and duties as they shall deem necessary or desirable. The officers
of the Trust shall be elected annually by the Trustees. Each officer shall hold
office until his successor is elected and qualifies or until his death,
resignation or removal in the manner hereinafter provided. Any two or more
offices may be held by the same person. In their discretion, the Trustees may
leave unfilled any office. Election of an officer or agent shall not of itself
create contract rights between the Trust and such officer or agent.

         Section 2. Removal and Resignation. Any officer of the Trust may be
removed by a majority of the members of the Whole Board if in their judgment the
best interests of the Trust would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any
officer of the Trust may resign at any time by giving written notice of his
resignation to the Trustees, the chairman of the board, the chief executive
officer or the secretary. Any resignation shall take effect immediately after
its receipt or at such late time specified therein. The acceptance of a
resignation shall not be necessary to make it effective unless otherwise stated
in the resignation.

         Section 3. Vacancies. A vacancy in any office may be filled by the
Trustees for the balance of the term.

         Section 4. Chairman of the Board. The chairman of the board shall
preside over the meetings of the Trustees and of the shareholders at which he
shall be present. The chairman of the board shall perform such other duties as
may be assigned to him by the Trustees. Except where by law the signature of the
chief executive officer is required, the chairman of the board shall possess the
same power as the chief executive officer to sign deeds, mortgages, bonds,
contracts or other instruments.

         Section 5. Chief Executive Officer. The Trustees may designate a chief
executive officer from among the elected officers. In the absence of such
designation, the chairman of the board shall be the chief executive officer of
the Trust. The chief executive officer shall have general responsibility for
implementation of the policies of the Trust, as determined by the Trustees, and
for the management of the business affairs of the Trust. The chief executive
officer shall in general supervise and control all of the business and affairs
of the Trust. He may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent of
the Trust or shall be required by law to be otherwise executed; and in general
shall perform all duties incident to the office of chief executive officer and
such other duties as may be prescribed by the Trustees from time to time.


<PAGE>

         Section 6. Vice Presidents. In the absence of the chief executive
officer or in the event of a vacancy in such office, the vice president (or in
the event there be more than one vice president, the vice presidents in the
order designated at the time of their election or, in the absence of any
designation, then in the order of their election ) shall perform the duties of
the chief executive officer and when so acting shall have all the powers of and
be subject to all the restrictions upon the chief executive officer; and shall
perform such other duties as form time to time may be assigned to him by the
chief executive officer or by the Trustees. The Trustees may designate one or
more vice presidents as executive vice president or as vice president for
particular areas of responsibility.

         Section 7. Secretary. The secretary shall (a) keep the minutes of the
proceedings of the shareholders, the Trustees and committees of the Trustees in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the trust records and of the seal of the Trust; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) have general charge of the share
transfer books of the Trust; and (f) in general perform such other duties as
from time to time may be assigned to him by the chief executive officer or by
the Trustees.

         Section 8. Chief Financial Officer. The chief financial officer shall
have the custody of the funds and securities of the Trust and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Trust and shall deposit all moneys and other valuable effects in the name and to
the credit of the Trust in such depositories as may be designated by the
Trustees.

         The chief financial officer shall disburse the funds of the Trust as
may be ordered by the Trustees, taking proper vouchers for such disbursements,
and shall render to the chief executive officer and Trustees, at the regular
meetings of the Trustees or whenever they may require it, an account of all his
transactions as chief financial officer and of the financial condition of the
Trust.

         If required by the Trustees, he shall give the Trust a bond in such sum
and with such surety or sureties as shall be satisfactory to the Trustees for
the faithful performance of the duties of his office and for the restoration of
the Trust, in case of his death, resignation, retirement or removal from office,
all books, papers, vouchers, moneys and other property of whatever kind in his
possession or under his control belonging to the Trust.

         Section 9. Assistant Secretaries. The assistant secretaries, in
general, shall perform such duties as shall be assigned to them by the
secretary, or by the chief executive officer or the Trustees.

         Section 10. Salaries. The salaries of the officers shall be fixed from
time to time by the Trustees and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a Trustee.


<PAGE>

                                  ARTICLE VI.

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. Contracts. The Trustees may authorize any officer or agent
to enter into any contract or to execute and deliver any instrument in the name
of and on behalf of the Trust and such authority may be general or confined to
specific instances. Any agreement, deed, mortgage, lease or other document shall
be valid and binding upon the Trustees and upon the Trust when so authorized or
ratified by action of the Board of Trustees and executed by an authorized
person.

         Section 2. Checks and Drafts. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Trust shall be signed by such officer or officers, agent or agents
of the Trust and in such manner as shall from time to time be determined by the
Trustees.

         Section 3. Deposits. All funds of the Trust not otherwise employed
shall be deposited from time to time to the credit of the Trust in such banks,
trust companies or other depositories as the Trustees may designate.

                                  ARTICLE VII.

                                     SHARES

         Section 1. Certificates. Except as otherwise provided in these Bylaws,
this Section shall not be interpreted to limit the authority of the Board of
Trustees to issue some or all of the shares of any or all classes or series
without certificates. Each shareholder, upon written request to the Secretary of
Trust, shall be entitled to a certificate or certificates which shall represent
and certify the number of shares of each class of beneficial interests held by
him in the Trust. Each certificate shall be signed by the chief executive
officer or a vice president and countersigned by the secretary or an assistant
secretary or the chief financial officer or an assistant treasurer and may be
sealed with the seal, if any, of the Trust. The signatures may be either manual
or facsimile. Certificates shall be consecutively numbered; and if the Trust
shall, from time to time, issue several classes of shares, each class may have
its own number series. A certificate is valid and may be issued whether or not
an officer who signed it is still an officer when it is issued. Each certificate
representing shares which are restricted as to their transferability or voting
powers, which are preferred or limited as to their dividends or as to their
allocable portion of the assets upon liquidation or which are redeemable at the
option of the Trust, shall have a statement of such restriction, limitation,
preference or redemption provision, or a summary thereof, plainly stated on the
certificate. In lieu of such statement or summary, the Trust may set forth upon
the face or back of the certificate a statement that the Trust will furnish to
any shareholder, upon request and without charge, a full statement of such
information.

         Section 2. Transfers. Certificates shall be treated as negotiable and
title thereto and to the shares they represent shall be transferred by delivery
thereof to the same extent as those of a Maryland stock corporation. Upon
surrender to the Trust or the transfer agent of the Trust of a share certificate
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Trust shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.


<PAGE>

         The Trust shall be entitled to treat the holder of record of any share
or shares as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Maryland.

         Section 3. Lost Certificate. The Trustees may direct a new certificate
to be issued in place of any certificate previously issued by the Trust alleged
to have been lost, stolen or destroyed upon the making of an affidavit of that
fact by the person claiming the certificate to be lost, stolen or destroyed.
When authorizing the issuance of a new certificate, the Trustees may, in their
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or his legal representative
to advertise the same in such manner as they shall require and/or to give bond,
with sufficient surety, to the Trust to indemnify it against any loss or claim
which may arise as a result of the issuance of a new certificate.

         Section 4. Closing of Transfer Books or Fixing of Record Date. The
Trustees may set, in advance a record date for the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any dividend or the allotment of any
other rights, or in order to make a determination of shareholders for any other
proper purpose. Such date, in any case, shall not be prior to the close of
business on the day the record date is fixed and shall be not more than 90 days
and, in the case of a meeting of shareholders not less than ten days, before the
date on which the meeting or particular action requiring such determination of
shareholders is to be held or taken.

         In lieu of fixing a record date, the Trustees may provide that the
share transfer books shall be closed for a stated period but not longer than 20
days. If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at lest ten days before the date of such meeting.

         If no record date is fixed and the share transfer books are not closed
for the determination of shareholders, (a) the record date for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the day on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting; and (b) the record date for the determination of shareholders entitled
to receive payment of a dividend or an allotment of any other rights shall be
the close of business on the day on which the resolution of the Trustees,
declaring the dividend or allotment of rights, is adopted.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except where the determination has been made
through the closing of the transfer books and the stated period of closing has
expired.


<PAGE>

         Section 5. Share Ledger. The Trust shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate share ledger containing the name and address of each
shareholder and the number of shareholders of each class held by such
shareholder.

         Section 6. Fractional Shares; Issuance of Units. Trustees may issue
fractional shares or provide for the issuance of scrip, all on such terms and
under such conditions as they may determine. Notwithstanding any other provision
of the Declaration or these Bylaws, the Trustees may issue units consisting of
different securities of the Trust. Any security issued in a unit shall have the
same characteristics as any identical securities issued by the Trust, except
that the Trustees may provide that for a specified period securities of the
Trust issued in such unit may be transferred on the books of the Trust only in
such unit.

                                  ARTICLE VIII.

                                 ACCOUNTING YEAR

         The Trustees shall have the power, from time to time, to fix the fiscal
year of the Trust by a duly adopted resolution.

                                   ARTICLE IX.

                                    DIVIDENDS

         Section 1. Authorization. Dividends and other distributions upon the
shares of the Trust may be authorized by the Board of Trustees, subject to the
provisions of law and the Declaration of Trust. Dividends may be paid in cash,
property or shares of the Trust, subject to the provisions of law and the
Declaration.

         Section 2. Contingencies. Before payment of any dividends, there may be
set aside out of any funds of the Trust available for dividends such sum or sums
as the Trustees may from time to time, in their absolute discretion, think
proper as the reserve fund for contingencies, for equalizing dividends, for
repairing or maintaining any property of the Trust or for such other purpose as
the Trustees shall determine to be in the best interest of the Trust, and the
Trustees may modify or abolish any such reserve.

                                   ARTICLE X.

                               INVESTMENT POLICY

         Subject to the provisions of the Declaration of Trust, the Trustees may
from time to time adopt, amend, revise or terminate any policy or policies with
respect to investments by the Trust as they shall deem appropriate in their sole
discretion.


<PAGE>

                                   ARTICLE XI.

                                      SEAL

         Section 1. Seal. The Trustees may authorize the adoption of a seal by
the Trust. The seal shall have inscribed thereon the name of the Trust and the
year of its organization. The Trustees may authorize one or more duplicate seals
and provide for the custody thereof.

         Section 2. Affixing Seal. Whenever the Trust is required to place its
seal to a document, it shall be sufficient to meet the requirements of any law,
rule or regulation relating to a seal to place the word "(SEAL)" adjacent to the
signature of the person authorized to execute the document on behalf of the
Trust.

                                  ARTICLE XII.

                                INDEMNIFICATION

         To the maximum extent permitted by Maryland law in effect from time to
time, the Trust, without requiring a preliminary determination of the ultimate
entitlement to indemnification, shall indemnify (a) any Trustee, officer or
shareholder or any former Trustee, officer or shareholder (including among the
foregoing, for all purposes of this Article XII and without limitation, any
individual who, while a Trustee and at the request of the Trust, serves or has
served as a director, officer, partner or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise),
who has been successful, on the merits or otherwise, in the defense of a
proceeding to which he was made a party by reason of such status, against
reasonable expenses incurred by him in connection with the proceeding, (b) any
Trustee or officer or any former Trustee or officer against any claim or
liability to which he may become subject by reason of such status unless it is
established that (i) his act or omission was committed in bad faith or was the
result of active and deliberate dishonesty, (ii) he actually received an
improper personal benefit in money, property or services, or (iii) in the case
of a criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful and (c) each shareholder or former shareholder against any
claim or liability to which he may be subject by reason of his status as a
shareholder or former shareholder. In addition, the Trust shall pay or
reimburse, in advance of final disposition of a proceeding, reasonable expenses
incurred by a Trustee, officer or shareholder or former Trustee, officer or
shareholder made a party to a proceeding by reason of his status as a Trustee,
officer or shareholder provided that, in the case of a Trustee or officer, the
Trust shall have received (i) a written affirmation by the Trustee or officer of
his good faith belief that he has met the applicable standard of conduct
necessary for indemnification by the Trust as authorized by these Bylaws and
(ii) a written undertaking by him or on his behalf to repay the amount paid or
reimbursed by the Trust if it shall ultimately be determined that the applicable
standard of conduct was not met. The Trust may, with the approval of its
Trustees, provide such indemnification and payment or reimbursement of expenses
to any Trustee, officer or shareholder or any former Trustee, officer or
shareholder who served a predecessor of the Trust and to any employee or agent
of the Trust or a predecessor of the Trust. Neither the amendment nor repeal of
this Section, nor the adoption or amendment of any other provision of the
Declaration of Trust or these Bylaws inconsistent with this Section, shall apply
to or affect in any respect the applicability of this paragraph with respect to
any act or failure to act which occurred prior to such amendment, repeal or
adoption. Any indemnification or payment or reimbursement of the expenses
permitted by these Bylaws shall be furnished in accordance with the procedures
provided for indemnification and payment or reimbursement of expenses under
Section 2-418 of the Maryland General Corporation Law (the "MGCL") for directors
of Maryland corporations. The Trust may provide to Trustees, officers and
shareholders such other and further indemnification or payment or reimbursement
of expenses as may be permitted by the MGCL, as in effect from time to time, for
directors of Maryland corporations.


<PAGE>

                                  ARTICLE XIII.

                                WAIVER OF NOTICE

         Whenever any notice is required to be given pursuant to the Declaration
of Trust or Bylaws or pursuant to applicable law, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at nor the purpose of any meeting
need be set forth in the waiver of notice, unless specifically required by
statute. The attendance of any person at any meeting shall constitute a waiver
of notice of such meeting, except where such person attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

                                  ARTICLE XIV.

                              AMENDMENT OF BYLAWS

         The Trustees shall have the exclusive power to adopt, alter or repeal
any provision of these Bylaws and to make new Bylaws.

         The foregoing are certified as the Bylaws of the Trust, as amended,
approved by the Trustees on June 27, 2003.

                                                     /s/ Brad A. Molotsky
                                                     ---------------------------
                                                     Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

                   REPRESENTATIONS, WARRANTIES AND AGREEMENTS
                                       OF
                     COHEN & STEERS CAPITAL MANAGEMENT, INC

The undersigned hereby certifies to Brandywine Realty Trust, a Maryland real
estate investment trust (the "Company"), that he is the duly appointed President
of Cohen & Steers Capital Management, Inc., a New York corporation ("C&S"), and
on behalf of C&S, pursuant to due authorization, does further hereby certify,
represent, warrant, and agree that:

1.       C&S acknowledges its understanding that the representations, warranties
         and agreements contained herein are made in order to obtain an
         exception for C&S to the ownership limitations (the "Ownership Limit")
         set forth in the Declaration of Trust, as amended to date (the
         "Articles"), of the Company. Such exception, which is sought with
         respect to the common shares of beneficial interest of the Company (the
         "Common Shares"), will allow C&S to be a "beneficial owner," as defined
         in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (a
         "Rule 13d-3 Owner"), of up to, but not in excess of, 15.0% of the
         outstanding Common Shares (the "C&S Shares").

2.       C&S's ownership, as a Rule 13d-3 Owner, of the C&S Shares will not
         result in any Individual being the Tax Owner of Common Shares in excess
         of 9.8% of the value of all outstanding Common Shares. As used herein,
         the term "Tax Owner" of Common Shares shall mean the person who is
         considered to own such Common Shares applying the rules of Section
         856(h) of the Internal Revenue Code of 1986 (the "Code"), including the
         relevant provisions of Section 542(a)(2) and Section 544 as modified by
         Section 856(h) of the Code. The term "Individual" shall mean a natural
         person or an organization treated as an individual under the provisions
         of Section 542(a)(2) of the Code, applying the relevant rules of
         Section 856(h) of the Code.

3.       Neither C&S nor any Investor owns directly or indirectly any stock or
         other equity interest in excess of 9.8% in any Tenant. The term
         "Investor" means any owner of C&S or any open-end or closed-end fund
         for which C&S or an affiliate acts as an investment advisor. The term
         "Tenant" means any entity that leases space from the Company or from
         any direct or indirect subsidiary partnership, corporation or limited
         liability company in which Company owns an interest. C&S shall notify
         the Company in the event that C&S or any Investor acquires any stock or
         other equity interest in excess of 9.8% in any Tenant.

4.       C&S will not dispose of any of the C&S Shares in violation of the
         Ownership Limit or in a manner that would cause any Individual to be
         the Tax Owner of more than 9.8% of the outstanding Common Shares.

5.       C&S agrees that if, for any reason, (i) any of the above
         representations or warranties is violated, (ii) the ownership, as a
         Rule 13d-3 Owner, of the C&S Shares causes any Individual to be the Tax
         Owner of more than 9.8% of the outstanding Common Shares, (iii) C&S or
         any Investor acquires any stock or other equity interest in excess of
         9.8% in any Tenant, or (iv) in the sole reasonable judgment of the
         Company, the ownership, as a Rule 13d-3 Owner, of the C&S Shares could
         otherwise jeopardize the Company's tax status as a real estate
         investment trust for federal income tax purposes, then the waiver of
         the ownership limits granted by the Company to C&S shall be deemed void
         ab initio and shall result in a conversion of all or a portion (as
         reasonably determined by the Company to be necessary) of the C&S Shares
         into Excess Shares under the Articles.


<PAGE>

6.       C&S acknowledges its understanding that the foregoing exception to the
         Ownership Limit is only being granted to C&S, and not to any other
         person (including any of the Investors).

7.       C&S agrees that solely with respect to any Common Shares for which C&S
         is the beneficial owner as defined in Rule 13d-3 under the Securities
         Exchange Act of 1934, as amended, in excess of 9.8% of the outstanding
         Common Shares (such excess shares being referred to below as
         "Additional Shares"), C&S shall not take any actions that are
         inconsistent with its status as an investment manager that is eligible
         to file a Form 13G under the Securities Exchange Act of 1934 including
         the following:

         a.       Solicit proxies from shareholders of the Company, become a
                  "participant" in any "election contest" (as such terms are
                  used in Rule 14a-11 of the Securities Exchange Act of 1934, as
                  amended), with respect to the Company, or make any
                  communication (other than as required by law) referred to in
                  Rule 14a-1(l)(2)(iv) of the Securities Exchange Act of 1934,
                  as amended, in connection with any election contest or other
                  vote by shareholders of the Company or otherwise;

         b.       Vote for the removal of any member of the Board, except
                  removal "for cause" as such term is used under Maryland law,
                  except that this shall not limit C&S's ability to vote against
                  the reelection of a Board member;

         c.       Call or seek to have called any meeting of the shareholders of
                  the Company;

8.       Otherwise act, alone or in concert with others to (i) solicit, propose,
         seek to effect or negotiate with any other person with respect to (A)
         any business combination with the Company or (B) any restructuring,
         recapitalization or similar transaction of the Company, (ii) solicit,
         propose, seek to effect or negotiate with any other person with respect
         to, or announce an intent to make, any tender offer or exchange offer
         for any voting securities of the Company, or (iii) assist, participate
         in, facilitate or solicit any effort or attempt by any persons to do or
         seek to do any of the foregoing.

9.       The undersigned has the authority to execute this document on behalf
         of C&S.



<PAGE>


         IN WITNESS WHEREOF, I have executed this certificate as of this 27th
day of June, 2003.



Cohen & Steers Capital Management, Inc.



By: _____________________________
         Martin Cohen
         President





<PAGE>


                           WAIVER OF OWNERSHIP LIMITS

                      [BRANDYWINE REALTY TRUST LETTERHEAD]



                                                              June 27, 2003



Cohen & Steers Capital Management, Inc.
757 Third Avenue
New York, New York 10017

Re: Share Ownership Limits

         Reference is made to the Representations, Warranties and Agreements
executed as of July 1, 2003 of Cohen & Steers Capital Management, Inc. ("C&S")
to Brandywine Realty Trust (the "Company"), containing certain representations,
warranties and agreements, a copy of which is attached to this letter as
Attachment I (the "Representation Letter"). Based upon the Representation
Letter, the Company hereby advises you that an exception to the Ownership Limit
referred to in the Representation Letter has been established for C&S under the
Declaration of Trust of the Company effective as the date received on and
subject to the terms, conditions and limitations set forth in the Representation
Letter. Very truly yours,



BRANDYWINE REALTY TRUST





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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>5
<FILENAME>ex31-1.txt
<DESCRIPTION>EXHIBIT 31.1
<TEXT>
<PAGE>

                                                                    Exhibit 31.1

CERTIFICATIONS PURSUANT TO RULE 13a - 14 OF THE SECURITIES EXCHANGE ACT OF 1934

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Gerard H. Sweeney, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Brandywine Realty
     Trust

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d -
     15(f)) for the registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   Designed such internal controls over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the controls and procedures, as of the end of the
          period covered by this report based on such evaluation; and

     d)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

6.   Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal control
     over financial reporting.


     August 13, 2003                       /s/ Gerard H. Sweeney
     ---------------                       ---------------------------
     Date                                  Gerard H. Sweeney
                                           President and Chief Executive Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>6
<FILENAME>ex31-2.txt
<DESCRIPTION>EXHIBIT 31.2
<TEXT>
<PAGE>

                                                                    Exhibit 31.2

CERTIFICATIONS PURSUANT TO RULE 13a - 14 OF THE SECURITIES EXCHANGE ACT OF 1934


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Christopher P. Marr, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Brandywine Realty
     Trust

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d -
     15(f)) for the registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   Designed such internal controls over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the controls and procedures, as of the end of the
          period covered by this report based on such evaluation; and

     d)   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

6.   Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal control
     over financial reporting.


     August 13, 2003           /s/ Christopher P. Marr
     ---------------           -----------------------------
     Date                      Christopher P. Marr
                               Senior Vice President and Chief Financial Officer


<PAGE>


CERTIFICATIONS PURSUANT TO RULE 13a - 14 OF THE SECURITIES EXCHANGE ACT OF 1934

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Christopher P. Marr, certify that:

7.   I have reviewed this quarterly report on Form 10-Q of Brandywine Realty
     Trust

8.   Based on my knowledge, this quarterly does not contain any untrue statement
     of a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     quarterly report;

9.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

10.  The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d -
     15(f)0 for the registrant and have:

     e)   designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     f)   designed such internal controls over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     g)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     h)   disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

11.  The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     b)   all significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

12.  any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal control
     over financial reporting.


     August 8, 2003           /s/ Christopher P. Marr
     --------------           -----------------------------
     Date                     Christopher P. Marr
                              Senior Vice President and Chief Financial Officer

                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>7
<FILENAME>ex32-1.txt
<DESCRIPTION>EXHIBIT 32.1
<TEXT>
<PAGE>

                                                                    Exhibit 32.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Brandywine Realty Trust (the
"Company") on Form 10-Q for the period ending June 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Gerard
H. Sweeney, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

/s/ Gerard H. Sweeney

Gerard H. Sweeney
President and Chief Executive Officer
August 13, 2003


A signed original of this written statement required by Section 906 has been
provided to Brandywine Realty Trust and will be retained by Brandywine Realty
Trust and furnished to the Securities and Exchange Commission or its staff upon
request.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>8
<FILENAME>ex32-2.txt
<DESCRIPTION>EXHIBIT 32.2
<TEXT>
<PAGE>

                                                                    Exhibit 32.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Brandywine Realty Trust (the
"Company") on Form 10-Q for the period ending June 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Christopher P. Marr, Senior Vice President and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

/s/ Christopher P. Marr

Christopher P. Marr
Senior Vice President and Chief Financial Officer
August 13, 2003


A signed original of this written statement required by Section 906 has been
provided to Brandywine Realty Trust and will be retained by Brandywine Realty
Trust and furnished to the Securities and Exchange Commission or its staff upon
request.


</TEXT>
</DOCUMENT>
</SUBMISSION>
