SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 8-K

                                 Current Report


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

        Date of Report (Date of earliest event reported) August 15, 2002



                             BRANDYWINE REALTY TRUST
             (Exact name of registrant as specified in its charter)





              MARYLAND                     1-9106              23-2413352
    (State or Other Jurisdiction         (Commission        (I.R.S. Employer
          of Incorporation)             file number)      Identification Number)



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


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

                                Page 1 of 3 pages






Item 5.  Other Events.

                  1. The Company is filing a description of the material U.S.
federal income tax consequences relating to the taxation of the Company as a
REIT and the ownership and disposition of the Company's common shares. This
description replaces and supersedes prior descriptions of the material federal
income tax treatment of the Company and its shareholders to the extent that they
are inconsistent with the description contained in this Form 8-K. The
description of material U.S. federal income tax consequences includes
forward-looking statements. These forward-looking statements are identified by
using words such as "anticipate", "believe", "intend", "may be" and "will be"
and similar words or phrases, or the negative thereof. Important factors that
could cause actual results to differ materially from those reflected in such
forward-looking statements include, among others, the factors discussed in the
risk factors included in the Company's Form 10-K for the year ended December 31,
2001. For all forward-looking statements contained herein, the Company claims
the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995.

                  2. The Company is attaching as exhibits to this Form 8-K the
form of Restricted Share Award provided to Christopher P. Marr and the form of
Severance Agreement executed with Mr. Marr. As previously reported, Mr. Marr
became the Company's Senior Vice President and Chief Financial Officer on August
15, 2002.

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

         (c)      Exhibits.

                           10.74  Restricted Share Award for Christopher P. Marr

                           10.75  Severance Agreement for Christopher P. Marr

                           99.1   Material Federal Income Tax Consequences






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                                    SIGNATURE

                  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


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

Date: August 27, 2002









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