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): February 5, 2008

Brandywine Realty Trust

Brandywine Operating Partnership, L.P.

(Exact name of Registrant as specified in charter)

MARYLAND (Brandywine Realty Trust)	001-9106	23-2413352
DELAWARE	000-24407	23-2862640
(Brandywine Operating Partnership, L.P.)
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification Number)

555 East Lancaster Avenue, Suite 100
Radnor, Pennsylvania 19087
(Address of principal executive offices)

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

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 (see General Instruction A.2. below):

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

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

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

o 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.

(a)	The merger of Brandywine Realty Trust and Prentiss Properties Trust in January 2006 combined two companies with properties and operations in different markets, including the Mid-Atlantic, Southwest, Northern and Southern California markets. The Board and our President and Chief Executive Officer have been evaluating the hiring of a chief operating officer in support of our objective of deploying capital effectively to maximize our return on investment and thereby maximize our total return to shareholders. This evaluation recognized our multiple operating and investment strategies, including leasing strategies designed to capture rental growth and attain a high tenant retention, and capital strategies designed to achieve attractive yields through selective developments and acquisitions. As part of the evaluation, the Board engaged in discussions with one of our Trustees, Thomas F. August, as to his willingness to serve as our chief operating officer. Mr. August had served as the President and Chief Executive Officer of Prentiss Properties at the time of the 2006 merger. Following discussions, our Board and Mr. August were unable to reach agreement as to terms on which Mr. August would, in addition to his continued service on our Board, become our chief operating officer. Accordingly, on February 5, 2008, Mr. August resigned from our Board and indicated that he intended to pursue other opportunities. We have attached as an exhibit and incorporate by reference Mr. August’s resignation letter and related transmittal letters.
	Mr. August has reviewed, and agrees with, the statements made above.
	In light of the foregoing, on February 8, 2008, Michael V. Prentiss resigned from our Board of Trustees. Mr. Prentiss joined our Board upon consummation of our merger with Prentiss Properties Trust in January 2006. The text of Mr. Prentiss’ February 8 resignation letter reads: “Please accept this letter as notice of my resignation as a Trustee of Brandywine Realty Trust effective immediately. I have appreciated the opportunity to serve on the Board and wish the Company, its trustees, officers and staff well.”
	Mr. Prentiss has reviewed, and agrees with, the statements made above.

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Item 9.01. Financial Statements and Exhibits.

Exhibits
17.1	Transmittal letter, dated February 5, 2008, from Thomas F. August to Walter D’Alessio, Chairman of the Board of Trustees of Brandywine Realty Trust and Charles P. Pizzi, Michael V. Prentiss, Anthony A. Nichols, Sr., Wyche Fowler, Michael J. Joyce, D. Pike Aloian and Donald E. Axinn, Trustees of Brandywine Realty Trust and resignation letter, dated February 5, 2008, from Thomas F. August to Walter D’Alessio.
17.2	Transmittal letter, dated February 10, 2008, from Thomas F. August to Walter D’Alessio, Chairman of the Board of Trustees of Brandywine Realty Trust and Charles P. Pizzi, Michael V. Prentiss, Anthony A. Nichols, Sr., Wyche Fowler, Michael J. Joyce, D. Pike Aloian, Donald E. Axinn and Gerard H. Sweeney, Trustees of Brandywine Realty Trust.

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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.

	Brandywine Realty Trust
Date: February 11, 2008	By:	/s/ Gerard H. Sweeney
		Gerard H. Sweeney
		President and Chief Executive Officer
	Brandywine Operating Partnership, L.P.
	By:	Brandywine Realty Trust, its general partner
	By:	/s/ Gerard H. Sweeney
		Gerard H. Sweeney
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No	Description
17.1	Transmittal letter, dated February 5, 2008, from Thomas F. August to Walter D’Alessio, Chairman of the Board of Trustees of Brandywine Realty Trust and Charles P. Pizzi, Michael V. Prentiss, Anthony A. Nichols, Sr., Wyche Fowler, Michael J. Joyce, D. Pike Aloian and Donald E. Axinn, Trustees of Brandywine Realty Trust and resignation letter, dated February 5, 2008, from Thomas F. August to Walter D’Alessio.
17.2	Transmittal letter, dated February 10, 2008, from Thomas F. August to Walter D’Alessio, Chairman of the Board of Trustees of Brandywine Realty Trust and Charles P. Pizzi, Michael V. Prentiss, Anthony A. Nichols, Sr., Wyche Fowler, Michael J. Joyce, D. Pike Aloian, Donald E. Axinn and Gerard H. Sweeney, Trustees of Brandywine Realty Trust.

EX-17.1

Exhibit 17.1

Gentlemen

I am not sure what I can do at this point.....I have run out of ideas

I have now made three proposals; Jerry to report to me (I become Executive Chairman and Walt becomes lead outside Director); Jerry and I to be equals (I would be COO reporting directly to the Board); and the latest is for me to report to Jerry (I would be COO and the CFO would report to me). The Board has found something wrong with the first two proposals and did not even have the courtesy to respond to the third. The non response on this last proposal is the most puzzling since it addresses the severance issue that was supposedly the problem.

With all that has happened over the last year or so I cannot imagine what more evidence this Board needs to realize that a change needs to be made. Apparently I am wrong. There must be some members who continue to feel that the status quo is the preferred course of action. For me the status quo is unacceptable therefore I have attached my resignation from the Board effective immediately.

Tom

February 5, 2008

Walter D’Alessio
Vice Chairman
Northmarq Capital
1600 Market Street
Suite 1300
Philadelphia, PA 19103

Dear Walt,

Please accept this letter as notice of my resignation as a Trustee of Brandywine Realty Trust effective immediately.

Cordially,

/s/ Thomas F. August

Thomas F. August

EX-17.2

Exhibit 17.2

     Gentlemen

          My earlier note obviously reflected a moment of frustration in the course of our discussions during which we attempted to determine a mutually acceptable framework whereby I could join the Company’s management team. These discussions evolved over a period of time and our efforts to structure that framework proved more complicated than we anticipated. Upon reflection, I do want to express my appreciation to the Board for their collective energies in working toward this objective.

          In this type of real estate market and general economic climate maintaining the status quo is not the preferred course of action. My hope is that the Board and Management use this point in the cycle to expeditiously execute its business plan. On a personal note, you know that I am pursuing several opportunities which will conflict with my role as a Trustee at Brandywine. As such, I think it was prudent of me to resign from the Board so I can focus full attention on this and possibly several other very near term opportunities.

          I wish the Company and management team continued success as you work your way through this challenging market.

Sincerely

Tom