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): March 2, 2009

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, PA 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 7.01 Regulation FD Disclosure

On March 2, 2009 we issued a press release announcing our covenant compliance metrics as of December 31, 2008 under our Second Amended and Restated Revolving Credit Facility Agreement dated June 29, 2007 and under our Indenture dated October 22, 2004, First Supplemental Indenture dated May 25, 2005 and Second Supplemental Indenture dated October 4, 2006. The text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information furnished pursuant to this “Item 7.01 Regulation FD Disclosure,” including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any of our filings under the Act or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1 Brandywine Realty Trust Press Release dated March 2, 2009

Signatures

     Pursuant to the requirements of the Securities and 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
By:	/s/ Howard M. Sipzner
	Howard M. Sipzner
	Executive Vice President and Chief Financial Officer
Brandywine Operating Partnership, its sole General Partner
By:	/s/ Howard M. Sipzner
	Howard M. Sipzner
	Executive Vice President and Chief Financial Officer

Date: March 2, 2009

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Brandywine Realty Trust Press Release dated March 2, 2009

EX-99.1

Investor/Press Contact:		Company Contact:
Marge Boccuti		Howard M. Sipzner
Manager, Investor Relations		EVP & CFO
610-832-7702		610-832-4907
marge.boccuti@bdnreit.com		howard.sipzner@bdnreit.com

Brandywine Realty Trust Provides Covenant Compliance Metrics

Radnor, PA, March 2, 2009 — Brandywine Realty Trust (NYSE:BDN), a real estate investment trust focused on the ownership, management and development of Class A, suburban and urban office properties in the mid-Atlantic region and other selected markets throughout the United States, announced today its covenant compliance metrics at December 31, 2008 under its Second Amended and Restated Revolving Credit Agreement dated June 29, 2007 (the “Revolving Credit Facility”) and under its Indenture dated October 22, 2004 (the “Original Indenture”), First Supplemental Indenture dated May 25, 2005 and Second Supplemental Indenture dated October 4, 2006 (collectively, the “Indenture”) as follows:

Revolving Credit Agreement

All terms are as defined in the Revolving Credit Agreement.

Covenant	Required	Actual
Fixed Charge Coverage Ratio	>= 1.5		2.06
Net Worth	>= $1,290,702,000	$	1,656,844,000
Leverage Ratio	<= 60% *		53.0%
Unsecured Debt Limitation	<= 60% **		55.2%
Secured Debt	<= 40%		12.0%
Unencumbered Cash Flow	>= 2.0		2.28

*	This ratio may exceed 60% at the end of up to four individual quarters provided it does not exceed 65%.
**	This ratio may exceed 60% at the end of up to three individual quarters provided it does not exceed 65%.

Indenture

The section reference refers to the section of the Original Indenture where the covenant is defined.

Section — covenant	Required			Actual
1006 (a) — total leverage ratio		< 60	%		54.3	%
1006 (b) — debt service coverage ratio		>= 1.5			2.67
1006 (c) — secured debt ratio		< 40	%		9.6	%
1006 (d) — unencumbered asset ratio		>= 150	%		182.7	%

About Brandywine Realty Trust

Brandywine Realty Trust is one of the largest, publicly traded, full-service, integrated real estate companies in the United States. Organized as a real estate investment trust and operating in select markets, Brandywine owns, develops and manages a primarily Class A, suburban and urban office portfolio aggregating 39.0 million square feet, including 26.2 million square feet which it owns on a consolidated basis. For more information, visit our website at www.brandywinerealty.com.

Forward-Looking Statements

Estimates of future earnings per share, FFO per share, common share dividend distributions and certain other statements in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our and our affiliates’ actual results, performance, achievements or transactions to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others: our ability to lease vacant space and to renew or relet space under expiring leases at expected levels; competition with other real estate companies for tenants; the potential loss or bankruptcy of major tenants; interest rate levels; the availability of debt, equity or other financing; risks of acquisitions, dispositions and developments, including the cost of construction delays and cost overruns; unanticipated operating and capital costs; our ability to obtain adequate insurance, including coverage for terrorist acts; dependence upon certain geographic markets; and general and local economic and real estate conditions, including the extent and duration of adverse changes that affect the industries in which our tenants operate. Additional information on factors which could impact us and the forward-looking statements contained herein are included in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2008. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events except as required by law.

555 East Lancaster Avenue, Suite 100; Radnor, PA 19087                                                          Phone: (610) 325-5600 • Fax: (610) 325-5622