8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 20, 2007

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	1-6300	23-6216339
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

The Bellevue, 200 S. Broad Street, Philadelphia, Pennsylvania	19102
(Address of Principal Executive Offices)	(Zip Code)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2007, the Board of Trustees of Pennsylvania Real Estate Investment Trust (the “Company”) adopted amendments to certain of the Company’s equity incentive plans. The amendments clarified and reconfirmed that there can be no repricing of stock options or stock appreciation rights. Copies of the amendments to the equity incentive plans are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 to this report and are incorporated herein by reference.

Item 8.01 Other Events.

On December 21, 2007, Pennsylvania Real Estate Investment Trust issued a press release announcing that its Board of Trustees had authorized a program to repurchase up to $100 million of the Company’s common shares. The program will be in effect from January 1, 2008 until December 31, 2009, subject to the Company’s authority to terminate the program earlier. A copy of the press release is attached as an exhibit to this report and incorporated herein by reference. Previously, in October 2005, the Company’s Board of Trustees had authorized a program to repurchase up to $100 million of the Company’s common shares until the end of 2007.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment No. 2 to 2003 Pennsylvania Real Estate Investment Trust Equity Incentive Plan

10.2 Amendment No. 2 to 1999 Pennsylvania Real Estate Investment Trust Equity Incentive Plan

10.3 Amendment No. 2 to 1998 PREIT-RUBIN, Inc. Stock Option Plan

10.4 Amendment No. 3 to Pennsylvania Real Estate Investment 1990 Stock Option Plan for Non-Employee Trustees

99.1 Press release dated December 21, 2007.

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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
Date: December 28, 2007	By:	/s/ Bruce Goldman
		Bruce Goldman
		Executive Vice President and General Counsel

Exhibit Index

10.1 Amendment No. 2 to 2003 Pennsylvania Real Estate Investment Trust Equity Incentive Plan

10.2 Amendment No. 2 to 1999 Pennsylvania Real Estate Investment Trust Equity Incentive Plan

10.3 Amendment No. 2 to 1998 PREIT-RUBIN, Inc. Stock Option Plan

10.4 Amendment No. 3 to Pennsylvania Real Estate Investment 1990 Stock Option Plan for Non Employee Trustees

99.1 Press release dated December 21, 2007.

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 2

TO THE

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

2003 EQUITY INCENTIVE PLAN

WHEREAS, Pennsylvania Real Estate Investment Trust (the “Trust”) sponsors the Pennsylvania Real Estate Investment Trust 2003 Equity Incentive Plan (the “Plan”);

WHEREAS, the Plan has been amended on one occasion;

WHEREAS, Section 9(a) of the Plan provides that, subject to certain inapplicable limitations, the Board of Trustees of the Trust (the “Board”) may amend the Plan; and

WHEREAS, the Board desires to amend the Plan to prohibit (without shareholder approval) the repricing of options and share appreciation rights;

NOW, THEREFORE, effective as of January 1, 2008:

1. A new subsection (g) is added to the end of Section 7.1 (“Options”) of the Plan to read as follows:

(g) No Repricing. Repricing of Options shall not be permitted without the approval of the shareholders of the Trust. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option to lower its exercise price (other than on account of capital adjustments resulting from share splits, etc., as described in Section 8.3); (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option in exchange for another Award at a time when its exercise price is greater than the Fair Market Value of the underlying Shares, unless the cancellation and exchange occurs in connection with an event set forth in Section 8.4 (involving certain corporate transactions). Such cancellation and exchange will be considered a “repricing” regardless of whether it would be treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.

2. A new subsection (e) is added to the end of Section 7.2 (“Share Appreciation Rights”) of the Plan to read as follows:

(e) No Repricing. Repricing of SARs shall not be permitted without the approval of the shareholders of the Trust. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an SAR to lower its exercise price (i.e., its starting value) (other than on account of capital adjustments resulting from share splits, etc., as described in Section 8.3); (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an SAR in exchange for another Award at a time when its exercise price (i.e., its starting value) is greater than the Fair Market Value of the underlying Shares, unless the

cancellation and exchange occurs in connection with an event set forth in Section 8.4 (involving certain corporate transactions). Such cancellation and exchange will be considered a “repricing” regardless of whether it would be treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.

3. The first sentence of subsection (a) of Section 9 (“Suspension, Amendment or Termination of the Plan”) is hereby amended to read as follows:

(a) In General. The Board, pursuant to a written resolution, may from time to time suspend or terminate the Plan or amend it and, except as provided in Sections 3(b)(4), 7.1(a), 7.1(g), 7.2(e) and 8.4(a), the Committee may amend any outstanding Awards in any respect whatsoever; except that, without the approval of the shareholders (given in the manner set forth in subsection (b) below) –

*        *        *

IN WITNESS WHEREOF, the Trust has caused these presents to be duly executed this 28th day of December, 2007.

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By:	/s/ Bruce Goldman
Executive Vice President and General Counsel

EX-10.2

Exhibit 10.2

AMENDMENT NO. 2

TO THE

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

1999 EQUITY INCENTIVE PLAN

WHEREAS, Pennsylvania Real Estate Investment Trust (the “Trust”) sponsors the Pennsylvania Real Estate Investment Trust 1999 Equity Incentive Plan (the “Plan”);

WHEREAS, the Plan has been amended on one occasion;

WHEREAS, Section 10(a) of the Plan provides that, subject to certain inapplicable limitations, the Board of Trustees of the Trust (the “Board”) may amend the Plan; and

WHEREAS, the Board desires to amend the Plan to prohibit (without shareholder approval) the repricing of options and share appreciation rights;

NOW, THEREFORE, effective as of January 1, 2008:

1. A new subsection (h) is added to the end of Section 7.1 (“Options”) of the Plan to read as follows:

(h) No Repricing. Repricing of Options shall not be permitted without the approval of the shareholders of the Trust. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option to lower its exercise price (other than on account of capital adjustments resulting from share splits, etc., as described in Section 8.3); (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option in exchange for another Award at a time when its exercise price is greater than the Fair Market Value of the underlying Shares, unless the cancellation and exchange occurs in connection with an event set forth in Section 8.4 (involving certain corporate transactions). Such cancellation and exchange will be considered a “repricing” regardless of whether it would be treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.

2. A new subsection (e) is added to the end of Section 7.2 (“Share Appreciation Rights”) of the Plan to read as follows:

(e) No Repricing. Repricing of SARs shall not be permitted without the approval of the shareholders of the Trust. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an SAR to lower its exercise price (i.e., its starting value) (other than on account of capital adjustments resulting from share splits, etc., as described in Section 8.3); (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an SAR in exchange for another Award at a time when its exercise price (i.e., its starting value) is greater than the Fair Market Value of the underlying Shares, unless the

cancellation and exchange occurs in connection with an event set forth in Section 8.4 (involving certain corporate transactions). Such cancellation and exchange will be considered a “repricing” regardless of whether it would be treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.

3. The first sentence of subsection (a) of Section 10 (“Amendment or Termination of the Plan”) is hereby amended to read as follows:

(a) In General. The Board, pursuant to a written resolution, may from time to time suspend or terminate the Plan or amend it and, except as provided in Sections 3(b)(4), 7.1(a), 7.1(h), 7.2(e) and 8.4(a), the Committee may amend any outstanding Awards in any respect whatsoever; except that, without the approval of the shareholders (given in the manner set forth in subsection (b) below) –

*    *    *

IN WITNESS WHEREOF, the Trust has caused these presents to be duly executed this 28th day of December, 2007.

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By:	/s/ Bruce Goldman
Executive Vice President and General Counsel

EX-10.3

Exhibit 10.3

AMENDMENT NO. 2

TO THE

PREIT-RUBIN, INC.

1998 STOCK OPTION PLAN

WHEREAS, PREIT-RUBIN, Inc. (“PRI”) sponsors the PREIT-RUBIN, Inc. 1998 Stock Option Plan (the “Plan”);

WHEREAS, the Plan has been amended on one occasion;

WHEREAS, Section 10 of the Plan provides that, subject to certain inapplicable limitations, the Board of Directors of PRI (the “Board”) may amend the Plan; and

WHEREAS, the Board desires to amend the Plan to prohibit (without shareholder approval) the repricing of options;

NOW, THEREFORE, effective as of January 1, 2008:

1. A new subsection (n) is added to the end of Section 6 (“Terms and Conditions of Options”) of the Plan to read as follows:

(n) No Repricing. Repricing of Options shall not be permitted without the approval of the shareholders of PREIT. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option to lower its exercise price (other than on account of capital adjustments resulting from share splits, etc., as described in Section 8); (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option in exchange for another award at a time when its exercise price is greater than the fair market value of the underlying Shares, unless the cancellation and exchange occurs in connection with an event set forth in Section 9 (involving certain corporate transactions). Such cancellation and exchange will be considered a “repricing” regardless of whether it would be treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Optionee.

2. The first sentence of Section 10 (“Amendment or Termination of the Plan”) is hereby amended to read as follows:

The Board, pursuant to a written resolution, may from time to time suspend or terminate the Plan or amend it and, except as provided in Sections 2(b) and 6(n), the Committee may amend any outstanding Options in any respect whatsoever.

IN WITNESS WHEREOF, PRI has caused these presents to be duly executed this 28th day of December, 2007.

PREIT-RUBIN, INC.
By:	/s/ Bruce Goldman
Executive Vice President

EX-10.4

Exhibit 10.4

AMENDMENT NO. 3

TO THE

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

1990 STOCK OPTION PLAN FOR NON-EMPLOYEE TRUSTEES

WHEREAS, Pennsylvania Real Estate Investment Trust (the “Trust”) sponsors the Pennsylvania Real Estate Investment Trust 1990 Stock Option Plan for Non-Employee Trustees(the “Plan”);

WHEREAS, the Plan has been amended on two occasions;

WHEREAS, Section 12 of the Plan provides that, subject to certain inapplicable limitations, the Board of Trustees of the Trust (the “Board”) may amend the Plan; and

WHEREAS, the Board desires to amend the Plan to prohibit (without shareholder approval) the repricing of options;

NOW, THEREFORE, effective as of January 1, 2008:

1. A new subsection (vii) is added to the end of Section 7 (“Terms, Conditions and Form of Options”) of the Plan to read as follows:

(vii) No Repricing. Repricing of Options shall not be permitted without the approval of the shareholders of the Trust. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option to lower its exercise price (other than on account of capital adjustments resulting from share splits, etc., as described in Section 8(i)); (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option in exchange for another award at a time when its exercise price is greater than the fair market value of the underlying Shares, unless the cancellation and exchange occurs in connection with an event set forth in Section 8(ii) (involving certain corporate transactions). Such cancellation and exchange will be considered a “repricing” regardless of whether it would be treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Grantee.

2. Section 12 (“Amendment, Suspension or Termination of the Plan”) is hereby amended to read as follows:

The Board of Trustees may suspend or terminate the Plan or revise or amend it in any respect whatsoever; provided, however, that without the approval of the shareholders no revision or amendment shall change the selection or eligibility of Trustees to receive options under the Plan, the number of Shares subject to any such options or the Plan, the purchase price thereunder (pursuant to Section 7(vii)), or materially increase the benefits accruing to participants under the Plan.

IN WITNESS WHEREOF, the Trust has caused these presents to be duly executed this 28th day of December, 2007.

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By:	/s/ Bruce Goldman
Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

		Pennsylvania Real Estate Investment Trust 200 South Broad Street Philadelphia, PA 19102 www.preit.com
		Phone: Fax: Toll Free:	215-875-0700 215-546-7311 866-875-0700

CONTACT:

Robert McCadden

EVP and CFO

(215) 875-0735

Nurit Yaron

VP, Investor Relations

(215) 875-0735

PREIT Announces Common Share Repurchase Program

Philadelphia, PA, December 21, 2007 – Pennsylvania Real Estate Investment Trust (NYSE: PEI) today announced that its Board of Trustees has authorized a program to repurchase up to $100 million of the Company’s common shares. Under the program, the Company may repurchase shares from time to time through solicited or unsolicited transactions in the open market or in privately negotiated or other transactions. The program will be in effect from January 1, 2008 until December 31, 2009, subject to the Company’s authority to terminate the program earlier. Previously, in October 2005, the Company’s Board of Trustees had authorized a program to repurchase up to $100 million of the Company’s common shares. That program will expire by its terms on December 31, 2007.

The Company may fund repurchases under the program from any source deemed appropriate at the time of a repurchase. The Company is not required to repurchase any shares under the program, and cannot predict the dollar amount of shares that may be repurchased or the timing of any such repurchases.

About Pennsylvania Real Estate Investment Trust

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 retail shopping malls and power centers. Currently, the Company’s retail portfolio is approximately 34 million square feet and consists of 55 properties, including 38 shopping malls, 11 strip and power centers, and six properties under development. The Company’s properties are located in 13 states in the eastern half of the United States, primarily in the Mid-Atlantic region. PREIT is headquartered in Philadelphia, Pennsylvania. The Company’s website can be found at www.preit.com. PREIT is publicly traded on the NYSE under the symbol PEI.

This press release contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters that are not historical facts. These forward-looking statements reflect PREIT’s current views about future events and are subject to risks, uncertainties and changes in circumstances that might cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. More specifically, PREIT’s business might be affected by uncertainties affecting real estate businesses generally as well as the following, among other factors: general economic, financial and political conditions, including changes in interest rates or the possibility of war or terrorist attacks; changes in local market conditions or other competitive or retail industry factors in the regions where our properties are concentrated; PREIT’s ability to maintain and increase property occupancy and rental rates, and risks relating to development or redevelopment activities, including construction, obtaining entitlements and managing multiple projects simultaneously. Additionally, there can be no assurance that PREIT’s actual results will not differ significantly from the estimates set forth above, or that PREIT’s returns on its developments, redevelopments or acquisitions will be consistent with the estimates outlined in press releases or other disclosures. Investors are also directed to consider the risks and uncertainties discussed in documents PREIT has filed with the Securities and Exchange Commission and, in particular, PREIT’s Annual Report on Form 10-K for the year ended December 31, 2006. PREIT does not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.

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