8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT



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


                         DATE OF REPORT - April 29, 1999
                        (Date of Earliest Event Reported)



                    PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
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             (Exact name of registrant as specified in its charter)


                           Commission File No. 1-6300


Pennsylvania                                                 23-6216339
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(State of Incorporation)                                    (I.R.S. Employer
                                                            Identification No.)


The Bellevue, 200 South Broad Street, Philadelphia, PA           19102
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(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:  (215) 875-0700


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(Former Name or Former Address, if Changed Since Last Report)




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Item 5.  Other Events

Adoption of Shareholder Rights Plan

                  On April 29, 1999, the Board of Trustees of Pennsylvania Real
Estate Investment Trust (the "Registrant") declared a distribution of one share
purchase right (a "Right") for each outstanding share of Beneficial Interest,
$1.00 par value per share, of the Registrant (the "Shares"). The distribution is
payable as of May 14, 1999 to shareholders of record on that date. Each Right
entitles the registered holder thereof to purchase from the Registrant one Share
at a price of $70.00 (the "Exercise Price"), subject to certain adjustments. The
description and terms of the Rights are set forth in a Rights Agreement, dated
as of April 30, 1999, as the same may be amended from time to time (the "Rights
Agreement"), between the Registrant and American Stock Transfer and Trust
Company, as rights agent (the "Rights Agent").

                  Initially the Rights will not be exercisable, certificates
will not be sent to shareholders, and the Rights will automatically trade with
the Shares.

                  The Rights, unless earlier redeemed or exchanged by the Board
of Trustees, become exercisable upon the close of business on the day (the
"Distribution Date") which is the earlier of (i) the tenth day following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person"), with certain exceptions set forth below, has acquired
beneficial ownership or voting control of 15% or more of the outstanding voting
shares of the Registrant, and (ii) the tenth business day (or such later date as
may be determined by the Board of Trustees prior to such time as any person or
group of affiliated or associated persons becomes an Acquiring Person) after the
date of the commencement or public announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of which would
result in the acquisition of beneficial ownership or voting control of 15% or
more of the Registrant's outstanding voting shares (even if no shares are
actually acquired pursuant to such offer).

                  Prior to the Distribution Date, the Rights would not be
exercisable, would not be represented by a separate certificate, and would not
be transferable apart from the Shares, but will instead be evidenced, with
respect to any of the Share certificates outstanding as of May 14, 1999, by such
Share certificate itself together with a copy of the Summary of Rights attached
as Exhibit A to the Rights Agreement. An Acquiring Person does not include (A)
the Registrant, (B) any Subsidiary of the Registrant (as that term is defined in
the Rights Agreement), (C) any employee benefit plan or employee stock plan of
the Registrant or of any Subsidiary of the Registrant, or any trust or other
entity organized, appointed, established or holding Shares for or pursuant to
the terms of any such plan, and (D) any person or group of affiliated or
associated persons whose beneficial ownership or voting control of 15% or more
of the outstanding voting shares of the Registrant results solely from (i) any
action or transaction or transactions approved by the members of the Board of
Trustees who are neither affiliates nor associates of such person, or officers
of the Registrant, before such person or group became an Acquiring Person, or
(ii) a reduction in the number of outstanding voting shares of the Registrant
pursuant to a transaction or transactions approved by the Board of Trustees
(provided that any such person or group that does not become an Acquiring Person
by reason of clause (i) or (ii) above shall become an 


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Acquiring Person upon acquisition of an additional 1% of the Registrant's
outstanding voting shares unless such acquisition of additional voting shares
will not result in such person or group becoming an Acquiring Person by reason
of such clause (i) or (ii)).

                  Until the Distribution Date (or earlier redemption, exchange
or expiration of the Rights), new Share certificates issued after May 14, 1999
will contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
the surrender for transfer of any Share certificates outstanding as of May 14,
1999, with or without a copy of the Summary of Rights attached, also will
constitute the transfer of the Rights associated with the Shares represented by
such certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Shares as of the close of business on the
Distribution Date and such separate certificates alone will evidence the Rights
from and after the Distribution Date.

                  The Rights will expire at the close of business on March 31,
2009, unless earlier redeemed or exchanged by the Registrant as described below.
The number of Shares issuable upon exercise of the Rights is subject to certain
adjustments from time to time in the event of a Share dividend on, or a
subdivision or combination of, the Shares. The Exercise Price for the Rights is
subject to adjustment in the event of extraordinary distributions of cash or
other property to holders of Shares.

                  Unless the Rights are earlier redeemed or exchanged, in the
event that a person or group of affiliated or associated persons become an
Acquiring Person, the Rights Agreement provides that each holder of record of a
Right, other than the Acquiring Person (whose Rights will thereupon become null
and void), will thereafter have the right to receive, upon payment of the
Exercise Price, that number of Shares having a market value at the time of the
transaction equal to two times the Exercise Price.

                  In addition, unless the Rights are earlier redeemed or
exchanged, in the event that, after the time that a person or group of
affiliated or associated persons becomes an Acquiring Person, the Registrant
were to be acquired in a merger or other business combination (in which any
Shares are changed into or exchanged for other securities or assets) or more
than 50% of the assets or earning power of the Registrant and its subsidiaries
(taken as a whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record of a Right, other than the Acquiring Person (whose
rights will thereupon become null and void), will from and after such date have
the right to receive, upon payment of the Exercise Price, that number of shares
of common stock of the acquiring entity having a market value at the time of
such transaction equal to two times the Exercise Price.

                  The Rights Agreement provides that, notwithstanding any
provision of the Rights Agreement to the contrary, no Right will be exercisable
for a number of Shares that would cause the ownership limit set forth in the
Registrant's Amended and Restated Trust Agreement (or any amendment or successor
document thereto) to be exceeded.


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                  At any time after any person or group of affiliated or
associated persons becomes an Acquiring Person and prior to the acquisition by
such Acquiring Person of 50% or more of the Registrant's outstanding voting
shares, the Board of Trustees may exchange the Rights (other than Rights owned
by the Acquiring Person which will have become null and void), in whole or in
part, at an exchange ratio of one Share per Right (subject to adjustment).

                  Fractions of Shares which would otherwise be issued upon
exercise or redemption of the Rights may, at the election of the Registrant, be
evidenced by depositary receipts. The Rights Agreement also provides that the
Registrant may pay cash in lieu of fractional Shares.

                  At any time on or prior to the close of business on the tenth
day after a public announcement that a person or group of affiliated or
associated persons has become an Acquiring Person (or such later date as may be
authorized by the Board of Trustees), the Registrant may redeem the Rights in
whole, but not in part, at a price of $.001 per Right ("Redemption Price"),
payable at the election of the Registrant in cash or Shares. Following the
effective time of the action of the Board of Trustees authorizing redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of the holders of the Rights will be to receive the Redemption Price.

                  For as long as the Rights are then redeemable, the Registrant
may, except with respect to the Redemption Price or date of expiration of the
Rights, amend the Rights in any manner, including an amendment to extend the
time period in which the Rights may be redeemed. At any time when the Rights are
not then redeemable, the Registrant may amend the Rights in any manner that does
not materially adversely affect the interests of holders of the Rights as such.

                  Until a Right is exercised, the holder, as such, will have no
rights as a shareholder of the Registrant, including, without limitation, the
right to vote or to receive dividends.

                  As of April 30, 1999, there were 13,314,223 Shares issued and
outstanding, 1,044,375 Shares underlying outstanding stock options, 452,000
Shares underlying stock options reserved for issuance pursuant to a stock
option plan and the Registrant's 1999 Equity Incentive Plan, 1,300,000 Shares
reserved for issuance pursuant to the Registrant's Distribution Reinvestment and
Share Purchase Plan and 1,152,540 Shares issuable, at the election of the
Registrant, upon redemption of Limited Partner Interests in PREIT Associates,
L.P., a Delaware limited partnership of which the Registrant is the sole general
partner and in which the Registrant holds an approximately 92% interest.

                  The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group of affiliated or associated
persons that attempts to acquire the Registrant on terms not approved by the
Board of Trustees. The Rights should not interfere with any merger or other
business combination approved by the Board of Trustees since they may be
redeemed by the Registrant at $.001 per Right at any time until the close of
business on the tenth day (or such later date as described above) after a person
or group has obtained beneficial ownership or voting control of 15% or more of
the voting shares.


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                  The form of Rights Agreement between the Registrant and
American Stock Transfer and Trust Company, as rights agent, specifying the terms
of the Rights, which includes as Exhibit A the form of Summary of Rights to
Purchase Shares of Beneficial Interest and as Exhibit B the form of Right
Certificate was filed as an exhibit to the Registrant's Registration Statement
on Form 8-A relating to the Rights Agreement. The foregoing description of the
Rights is qualified by reference to such exhibit.

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

                  (c)      Exhibits.

                           99.1. Press Release, dated April 30, 1999.


                                   SIGNATURES

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

                                      PENNSYLVANIA REAL ESTATE
                                      INVESTMENT TRUST


April 30, 1999                         By: /s/ Jonathan B. Weller
                                           -------------------------------------
                                           Jonathan B. Weller
                                           President and Chief Operating Officer





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                                  EXHIBIT INDEX


Exhibit No.                         Description
- -----------                         -----------

         99.1                      Press Release, dated April 30, 1999.

EX-99.1

                                                                  EXHIBIT 99.1

          [ON LETTERHEAD OF PENNSYLVANIA REAL ESTATE INVESTMENT TRUST]

PENNSYLVANIA REAL ESTATE                       FOR IMMEDIATE RELEASE
INVESTMENT TRUST ADOPTS                        Contact:  Edward A. Glickman
SHAREHOLDER RIGHTS PLAN                        Executive Vice President and
                                               Chief Financial Officer
                                               215-875-0700

                  Philadelphia, PA, April 30, 1999 -- Pennsylvania Real Estate
Investment Trust (NYSE: PEI) announced today that its Board of Trustees has
adopted a Shareholder Rights Plan (the "Rights Plan") designed to protect
shareholders and assure that they receive fair and equal treatment in the event
of any proposed takeover of the Company. The Board's adoption of the Rights Plan
was not taken in response to any known effort to acquire control of the Company.

                  The Company will make a distribution of one right for each
outstanding share of beneficial interest in the Company to shareholders of
record at the close of business on May 14, 1999. The rights will become
exercisable only in the event that, subject to certain exceptions stated in the
Rights Plan, a person or group acquires beneficial ownership of 15% or more of
the Company's common shares or announces a tender offer for 15% or more of the
Company's common shares. Unless earlier redeemed, the rights will expire on
March 31, 2009. Each right will entitle the holder to purchase one share of
beneficial interest in the Company at an initial exercise price of $70.00 (the
"Exercise Price").

                  Unless the rights are earlier redeemed or exchanged, in the
event a person or group has acquired 15% or more of the Company's common shares,
each holder (other than such person or group, whose rights will upon such
acquisition become null and void) will have the right to receive, upon payment
of the Exercise Price, that number of shares of the Company having a market
value equal to two times the Exercise Price.

                  In addition, unless the rights are earlier redeemed or
exchanged, if, after the time a person or group acquires 15% or more of the
Company's common shares, the Company is acquired in a merger or other business
combination transaction, each right will entitle its holder to purchase (other
than such person or group), for the Exercise Price, that number of shares of the
acquiring company's common stock that has a market value equal to two times the
Exercise Price.

                  PREIT will be entitled to redeem the rights at 1/10 cent per
right (payable, at the option of the Company, in cash or in shares) at any time
until the tenth day following the



public announcement of the acquisition by a person or group of 15% of the
Company's common shares. The Rights Plan further provides that the Company may,
at its option, after a person or group has acquired ownership of 15% or more
(but less than 50%) of the Company's shares, exchange all or part of the rights
(other than the rights held by such person or group) for shares of beneficial
interest of the Company at an exchange ratio of one share per right.

                  The terms of the Rights Plan will not allow the exercise by
any shareholder of any right that would result in a violation of the provisions
of the Company's Amended and Restated Trust Agreement.

                  Commenting on the Rights Plan, Ronald Rubin, the Chief
Executive Officer of the Company, said, "The Board has concluded that this
action represents a prudent step in protecting the investment of our
shareholders while preserving the long-term value of the Company. The Rights
Plan is intended to encourage anyone seeking to acquire the Company or a
significant equity position, to provide equal treatment to all shareholders and
to negotiate with the Board prior to any takeover attempt. We are not taking
this step in response to any effort to acquire control of the Company and we are
not currently aware of any such effort."

                  Details of the Rights Plan will be outlined in materials to be
mailed to shareholders following the May 14, 1999 record date. The terms of the
Rights Agreement between the Company and American Stock Transfer and Trust
Company, the rights agent for the Company, will control all aspects of the
Rights Plan.

                  Pennsylvania Real Estate Investment Trust, founded in 1960 and
one of the first equity REITs in the U.S., has a primary investment focus on
shopping centers (approximately 8 million square feet) and apartment communities
(7,243) units located primarily in the eastern United States. The Company's
portfolio current consists of 47 properties in 10 states. In addition, there are
5 retail properties under development. PREIT is headquartered in Philadelphia,
PA.

                  With the exception of the historical information contained in
the release, the matters described herein contain forward-looking statements
that are made pursuant to the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements involve various risks and may
cause actual results to differ materially. These risks include, but are not
limited to, the ability of the Company to grow internally or by acquisition, and
to integrate acquired businesses, changing industry and competitive conditions,
and other risks outside the control of the Company referred to in the Company's
registration statements and periodic reports filed with the Securities and
Exchange Commission.

April 30, 1999