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): September 13, 2004

Brandywine Realty Trust

(Exact name of issuer as specified in charter)

MARYLAND	001-09106	23-2413352
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification Number)

401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462

(Address of principal executive offices)

(610) 325-5600

(Registrant’s telephone number, including area code)

Item 8.01.  Other Events

     On September 13, 2004, we, together with Brandywine Operating Partnership, L.P., the subsidiary through which we own our assets and conduct our business, entered into an underwriting agreement (the “Underwriting Agreement,” a copy of which is attached hereto as Exhibit 1.1) with Citigroup Global Markets Inc. (the “Underwriter”) pursuant to which we agreed to sell to the Underwriter an aggregate of 7,750,000 of our common shares of beneficial interest, par value $0.01 per share (the “Common Shares”) at a price of $28.01 per share. We also have granted the Underwriter an option to purchase up to 1,162,500 additional Common Shares to cover over-allotments. Closing of the offering of the Common Shares pursuant to the Underwriting Agreement is subject to customary closing conditions.

Item 9.01.  Financial Statements and Exhibits

Exhibit
1.1	Underwriting Agreement among Brandywine Realty Trust, Brandywine Operating Partnership, L.P. and Citigroup Global Markets Inc. dated September 13, 2004.
5.1	Opinion of Pepper Hamilton LLP regarding the legality of the Common Shares.
23.1	Consent of Ernst & Young LLP

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: September 13, 2004	By:	/s/ Gerard H. Sweeney
		Gerard H. Sweeney
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit    No.	Description
1.1	Underwriting Agreement among Brandywine Realty Trust, Brandywine Operating Partnership, L.P. and Citigroup Global Markets Inc. dated September 13, 2004.
5.1	Opinion of Pepper Hamilton LLP regarding the legality of the Common Shares.
23.1	Consent of Ernst & Young LLP

EX-1

                                                                     EXHIBIT 1.1

                             BRANDYWINE REALTY TRUST

                                  COMMON SHARES

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                              September 13, 2004


To the Representatives of the
   several Underwriters named in the
   respective Pricing Agreements
   hereinafter described

Ladies and Gentlemen:

         From time to time Brandywine Realty Trust, a Maryland real estate
investment trust (the "Company"), may enter into one or more Pricing Agreements
(each a "Pricing Agreement") in the form of Annex I hereto, with such additions
and deletions as the parties thereto may determine, and, subject to the terms
and conditions stated herein and therein, to issue and sell to the firms named
in Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its common shares of beneficial interest, par
value $0.01 per share (the "Common Shares") specified in Schedule I to such
Pricing Agreement (with respect to such Pricing Agreement, the "Firm Shares").
If specified in such Pricing Agreement, the Company may grant to the
Underwriters the right to purchase at their election an additional number of
Common Shares, specified in such Pricing Agreement as provided in Section 3
hereof (the "Optional Shares"). The Firm Shares and the Optional Shares, if any,
which the Underwriters elect to purchase pursuant to Section 3 hereof are herein
collectively called the "Designated Shares").

         The terms and conditions of any particular issuance of Designated
Shares shall be as specified in the Pricing Agreement relating thereto.

         1. Particular sales of Designated Shares may be made from time to time
to the Underwriters of such Designated Shares, for whom the firms designated as
representatives of the Underwriters of such Designated Shares in the Pricing
Agreement relating thereto shall act as representatives (the "Representatives").
The term "Representatives" also refers to a single firm acting as sole
representative of the Underwriters and to an Underwriter or Underwriters who act
without any firm being designated as its or their representatives. This
Underwriting Agreement (the "Agreement") shall not be construed as an obligation
of the Company to offer, issue or sell any of the Common Shares or as an
obligation of any of the Underwriters to purchase the Common Shares. The
obligation of the Company to issue and sell any of the Common Shares and the
obligation of any of the Underwriters to purchase any of the Common Shares shall
be evidenced by the Pricing Agreement with respect to the Designated Shares
specified therein. Each Pricing Agreement shall specify the aggregate number of
Firm Shares, the maximum number of Optional Shares, if any, the initial public
offering price of such Firm Shares and Optional Shares or the manner of
determining such price, the purchase price to the Underwriters of such
Designated Shares, the names of the Underwriters of such Designated Shares, the





names of the Representatives of such Underwriters and the number of such
Designated Shares to be purchased by each Underwriter and the commission, if
any, payable to the Underwriters with respect thereto and shall set forth the
date, time and manner of delivery of such Firm Shares and Optional Shares, if
any, and payment therefor. The Pricing Agreement shall also specify (to the
extent not set forth in the registration statement and prospectus with respect
thereto) the terms and conditions of such Designated Shares. A Pricing Agreement
shall be in the form of an executed writing (which may be in counterparts), and
may be evidenced by an exchange of facsimile communications or any other rapid
transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and each
Pricing Agreement shall be several and not joint.

         2. The Company and Brandywine Operating Partnership, L.P. (the
"Operating Partnership"), jointly and severally, represent and warrant to, and
agree with, each of the Underwriters as follows:

            (a) A registration statement on Form S-3 (File No. 333-117078) (the
"Initial Registration Statement") in respect of the Common Shares has been (i)
prepared by the Company, the Operating Partnership and certain subsidiaries of
the Operating Partnership named therein in conformity with the requirements of
the Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations of the Securities and Exchange Commission (the "Commission")
thereunder, (ii) filed with the Commission under the Securities Act and (iii)
declared effective by the Commission; no stop order suspending the effectiveness
of the registration statement or any post-effective amendment thereto, if any,
has been issued, and no proceeding for that purpose has been initiated or
threatened by the Commission; and the Company proposes to file with the
Commission pursuant to Rule 424(b) under the Securities Act ("Rule 424(b)") a
prospectus supplement to the form of prospectus included in such registration
statement and have previously advised you of all information (financial and
other) with respect to the Company to be set forth therein. The term
"Registration Statement" means the Initial Registration Statement, as amended at
the time such registration statement became effective and as further amended as
of the date of this Agreement, including the exhibits thereto and the documents
incorporated or deemed to be incorporated therein by reference pursuant to Item
12 of Form S-3 (the "Incorporated Documents"), but excluding the statement of
eligibility and qualification on Form T-1; the prospectus contained in the
Registration Statement is hereinafter referred to as the "Base Prospectus"; and
the prospectus supplement to such prospectus (including the Base Prospectus), in
the form filed with the Commission pursuant to Rule 424(b), is hereinafter
called the "Prospectus". If the Company shall have filed an abbreviated
registration statement to register additional Common Shares pursuant to Rule
462(b) under the Securities Act (the "Rule 462 Registration Statement"), then
any reference herein to the term "Registration Statement" shall be deemed to
include such Rule 462 Registration Statement. The Base Prospectus, as the same
may be amended or supplemented from time to time by a preliminary form of
prospectus supplement relating to the Designated Shares, as and if filed
pursuant to Rule 424(b), is hereinafter called a "Preliminary Prospectus". Any
reference herein to the Base Prospectus, any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the Incorporated Documents
that were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the Securities Act, as the case may be, on or before the
date of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as
the case may be; any reference herein to the terms "amendment" or "supplement",
or similar terms, with respect to any Preliminary Prospectus or the Prospectus

                                       2



shall be deemed to refer to and include the filing of any Incorporated Documents
under the Exchange Act or the Securities Act, as the case may be, after the
issue date of any Preliminary Prospectus or the Prospectus, as the case may be,
and deemed to be incorporated therein by reference; and any reference to any
amendment to the Registration Statement shall be deemed to include any annual
report on Form 10-K of the Company or the Operating Partnership filed pursuant
to Section 13(a) or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the Registration
Statement.

            (b) The Incorporated Documents, when they were filed with the
Commission or became effective, as the case may be, conformed in all material
respects to the requirements of the Exchange Act or the Securities Act, as
applicable, and the rules and regulations of the Commission thereunder; none of
such documents contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed and
incorporated by reference in the Prospectus, when such documents are filed with
the Commission or become effective, as the case may be, shall conform in all
material respects to the requirements of the Exchange Act or the Securities Act,
as applicable, and shall not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading.

            (c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus shall conform, in all material respects to the requirements of the
Securities Act and the rules and regulations of the Commission thereunder; the
Registration Statement and any amendment thereto do not and shall not, as of the
applicable effective date, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and the Prospectus does not contain and
as amended or supplemented shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading; and when any Preliminary Prospectus was first filed
with the Commission (whether filed as part of the Registration Statement for the
registration of the Common Shares or any amendment thereto or pursuant to Rule
424(a) under the Securities Act) and when any amendment thereof or supplement
thereto was first filed with the Commission, such Preliminary Prospectus and any
amendments thereof and supplements thereto complied in all material respects
with the applicable provisions of the Securities Act and the rules and
regulations of the Commission thereunder and did not contain an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter of Designated Shares through the
Representatives expressly for use in the Prospectus relating to such Designated
Shares.

            (d) Except as noted therein, the consolidated financial statements
(including the related notes thereto) incorporated by reference in the
Prospectus present fairly in all material respects the consolidated financial
condition of the Company and its consolidated subsidiaries and the Operating

                                       3



Partnership and its consolidated subsidiaries, as applicable, as of the dates
indicated and the results of their operations and changes in their consolidated
cash flows for the periods specified; such financial statements have been
prepared in conformity with accounting principles generally accepted in the
United States applied on a consistent basis; any supporting schedules
incorporated by reference in the Registration Statement present fairly in all
material respects the information required to be stated therein; and any pro
forma financial information (including the related notes thereto) contained or
incorporated by reference in the Prospectus present fairly in all material
respects the information contained therein and have been prepared on a
reasonable basis using reasonable assumptions and in accordance with the
applicable requirements of the Securities Act and the Exchange Act.

            (e) The Company and its subsidiaries (including, without limitation,
the Operating Partnership), taken as a whole, have not sustained since the date
of the latest audited financial statements included or incorporated by reference
in the Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth in the Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the Prospectus, (i)
except as set forth on Schedule II to the applicable Pricing Agreement, there
has not been any change in the beneficial interests of the Company (other than
issuances of beneficial interests (A) pursuant to equity-based awards granted in
the ordinary course of business to trustees or employees of the Company or the
Operating Partnership, (B) upon exercise of options or warrants and upon
conversion or redemption of convertible or redeemable securities, in each case
which were outstanding as of the date of the latest audited financial statements
included or incorporated by reference in the Prospectus, and (C) upon the
exchange of Operating Partnership interests for beneficial interests in the
Company) or in the partnership interests in the Operating Partnership or the
capital stock, partnership, membership or beneficial interests of any of its
consolidated subsidiaries, or any change in the long-term debt of the Company
and its consolidated subsidiaries (including, without limitation, the Operating
Partnership), taken as a whole, and (ii) there has not been any material adverse
change in the business, properties, management, results of operations, financial
condition or prospects of the Company and its consolidated subsidiaries
(including, without limitation, the Operating Partnership), taken as a whole,
except as set forth in the Prospectus.

            (f) The Company has been duly formed and is validly existing as a
real estate investment trust in good standing under the laws of the State of
Maryland, with trust power and authority to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified or
registered as a foreign real estate investment trust for the transaction of
business and is in good standing or subsisting under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification or registration except where the failure to so
qualify or register or be in good standing or subsisting could not reasonably be
expected, individually or in the aggregate, to have a (i) material adverse
effect on the business, properties, management, results of operations, financial
condition or prospects of the Company and its subsidiaries (including, without
limitation, the Operating Partnership), taken as a whole, or (ii) an adverse
effect on the ability to perform on the part of, or the performance by, the
Company of its obligations hereunder (collectively, a "Material Adverse
Effect"); and each consolidated subsidiary (including, without limitation, the
Operating Partnership) has been duly incorporated, formed or organized and is

                                       4



validly existing as a corporation or other entity in good standing or subsisting
under the laws of its jurisdiction of incorporation, formation or organization,
with corporate, partnership or limited liability company power and authority to
own its properties and conduct its business as described in the Prospectus, and
has been duly qualified or registered as a foreign corporation or other foreign
entity for the transaction of business and is in good standing or subsisting
under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification or registration
except where the failure to so qualify or register or be in good standing or
subsisting could not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect.

            (g) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of beneficial interests of the Company
have been duly and validly authorized and issued and are fully paid; all of the
issued shares of capital stock, partnership, membership or beneficial interests
of each consolidated subsidiary (including, without limitation, the Operating
Partnership) have been duly and validly authorized and issued, are fully paid
and, if applicable, non-assessable and are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances or claims (collectively,
"Liens"); and the Company is the sole general partner of the Operating
Partnership and its ownership percentage in the Operating Partnership is as set
forth in the Prospectus.

            (h) This Agreement and the Pricing Agreement with respect to the
Designated Shares have been duly authorized, executed and delivered by the
Company.

            (i) The Common Shares have been duly and validly authorized by the
Company, and, when Firm Shares are issued and delivered against payment therefor
pursuant to this Agreement and the Pricing Agreement with respect to such
Designated Shares, and, in the case of Optional Shares, pursuant to
Over-allotment Options (as defined in Section 3 hereof) with respect to such
Designated Shares, such Designated Shares will be duly and validly issued and
fully paid; the Common Shares conform to the description thereof contained in
the Registration Statement and the Designated Shares will conform to the
description thereof contained in the Prospectus with respect to such Designated
Shares; and the Designated Shares will have the rights set forth in the
Company's declaration of trust, as then amended or supplemented; and the holders
of outstanding beneficial interests of the Company are not entitled to
preemptive or other rights afforded by the Company to subscribe for the
Designated Shares.

            (j) Neither the Company nor any of its consolidated subsidiaries
(including, without limitation, the Operating Partnership) is, or with the
giving of notice or lapse of time or both would be, in violation of or in
default under its declaration of trust, charter, by-laws, partnership agreement,
operating agreement or other organizational documents, as applicable, except
where, in the case of any subsidiary that is not the Operating Partnership, the
violation or default could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, or any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the Company
or any of its consolidated subsidiaries (including, without limitation, the
Operating Partnership) is a party or by which it or any of them or any of their
respective properties is bound, except where the violation or default could not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect; the issue and sale of the Designated Shares, the compliance by
the Company with all of the provisions of this Agreement and the applicable

                                       5



Pricing Agreement and each Over-allotment Option, if any, and the consummation
of the transactions herein and therein contemplated shall not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries (including, without limitation, the Operating Partnership) is a
party or by which the Company or any of its subsidiaries (including, without
limitation, the Operating Partnership) is bound or to which any of the property
or assets of the Company or any of its subsidiaries (including, without
limitation, the Operating Partnership) is subject, nor shall such actions result
in any violation of the provisions of the declaration of trust or the by-laws of
the Company, or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
subsidiaries (including, without limitation, the Operating Partnership) or any
of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency or
body is required for the issue and sale of the Designated Shares or the
consummation by the Company of the other transactions contemplated by this
Agreement or the applicable Pricing Agreement, except such as have been, or
shall have been prior to the Time of Delivery, obtained under the Securities Act
and such consents, approvals, authorizations, orders, registrations or
qualifications as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Designated Shares by the
Underwriters.

            (k) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its consolidated
subsidiaries (including, without limitation, the Operating Partnership) is a
party or to which any property of the Company or any of its consolidated
subsidiaries (including, without limitation, the Operating Partnership) is
subject, which could reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect, and, to the Company's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.

            (l) (i) PricewaterhouseCoopers, the independent certified public
accountants of the Company and the Operating Partnership, who have audited
certain financial statements of the Company and its consolidated subsidiaries
and of the Operating Partnership and its consolidated subsidiaries, are
independent public accountants as required by the Securities Act and the rules
and regulations of the Commission thereunder; and (ii) Ernst & Young, the
independent certified public accountants of The Rubenstein Company, L.P., who
have audited certain financial statements of The Rubenstein Company, L.P. and
its consolidated subsidiaries, are independent public accountants as required by
the Securities Act and the rules and regulations of the Commission thereunder.

            (m) The Company and its subsidiaries (including, without limitation,
the Operating Partnership) have good and marketable title in fee simple to, or
have valid rights to lease or otherwise use, all items of real and personal
property that is material to their respective businesses, in each case free and
clear of all Liens except (A) those Liens which have been reflected generally or
in the aggregate in the financial statements of the Company and of the Operating
Partnership as disclosed in the Prospectus or as are described specifically,
generally or in the aggregate in the Prospectus, or (B) such Liens not required
by generally accepted accounting principles to be disclosed in the financial
statements of the Company or of the Operating Partnership, which do not (a)
materially adversely interfere with the use made or proposed to be made of such
property by the Company and its subsidiaries (including, without limitation, the
Operating Partnership) or (b) could not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect.

                                       6



            (n) The Company is not, and after giving effect to each offering and
sale of the Designated Shares is not, or shall not be required to register as,
an "investment company" under the Investment Company Act of 1940, as amended
(the "Investment Company Act").

            (o) At all times commencing with the Company's taxable year ended
December 31, 1986, the Company has been and after giving effect to the offering
and the sale of the Designated Shares shall continue to be, organized and
operated in conformity with the requirements for qualification of the Company as
a real estate investment trust ("REIT") under the Internal Revenue Code of 1986,
as amended (the "Code"), and the proposed method of operation of the Company
shall enable the Company to continue to meet the requirements for qualification
and taxation as a REIT under the Code.

            (p) The Company and its consolidated subsidiaries (including,
without limitation, the Operating Partnership) (A) have filed all federal,
state, local and foreign tax returns that are required to be filed or have
requested extensions thereof except in any case in which the failure so to file
could not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, except as set forth in the Prospectus, and (B) have
paid all taxes required to be paid by them and any other assessment, fine or
penalty levied against them, to the extent that any of the foregoing is due and
payable, except for any such assessment, fine or penalty that is currently being
contested in good faith or as could not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect, except as set forth in the
Prospectus.

            (q) The Company and its consolidated subsidiaries (including,
without limitation, the Operating Partnership) possess all licenses,
certificates, permits and other authorizations issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct
their respective businesses, and neither the Company nor any such consolidated
subsidiary has received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit which,
individually or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, could reasonably be expected to have a Material Adverse
Effect on the Company and its subsidiaries (including, without limitation, the
Operating Partnership), taken as a whole, except as set forth in the Prospectus.

            (r) No labor dispute or disturbance involving the employees of the
Company or any of its subsidiaries (including, without limitation, the Operating
Partnership) or of any other entity exists or is threatened or imminent that
could reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, except as set forth in the Prospectus.

            (s) The Company and its consolidated subsidiaries (including,
without limitation, the Operating Partnership) (A) are in compliance with
applicable federal, state, local and foreign laws and regulations relating to
the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("Environmental Laws"), (B)
have received, and are in compliance with, all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (C) have not received notice of any actual or

                                       7



potential liability under any environmental law, except in each case where such
non-compliance with Environmental Laws, failure to receive or comply with
required permits, licenses or other approvals, or liability could not reasonably
be expected, individually or in the aggregate, to have a Material Adverse
Effect, except as set forth in the Prospectus; except as set forth in the
Prospectus, neither the Company nor any of its consolidated subsidiaries
(including, without limitation, the Operating Partnership) has been named as a
"potentially responsible party" under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended; in the ordinary course of
its business, the Company periodically reviews the effect of Environmental Laws
on the business, operations and properties of the Company and its consolidated
subsidiaries including the Operating Partnership, in the course of which they
identify and evaluate associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for clean-up, closure
of properties or compliance with Environmental Laws, or any permit, license or
approval, any related constraints on operating activities and any potential
liabilities to third parties). On the basis of such review, the Company has
reasonably concluded that such associated costs and liabilities could not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, except as set forth in the Prospectus.

            (t) The minimum funding standard under Section 302 of the Employee
Retirement Income Security Act of 1974, as amended, and the regulations and
published interpretations thereunder ("ERISA"), has been satisfied by each
"pension plan" (as defined in Section 3(2) of ERISA) which has been established
or maintained by the Company and/or one or more of its subsidiaries (including,
without limitation, the Operating Partnership), and the trust forming part of
each such plan which is intended to be qualified under Section 401 of the Code
is so qualified; each of the Company and its subsidiaries (including, without
limitation, the Operating Partnership) has fulfilled its obligations, if any,
under Section 515 of ERISA; neither the Company nor any of its subsidiaries
(including, without limitation, the Operating Partnership) maintains or is
required to contribute to a "welfare plan" (as defined in Section 3(1) of ERISA)
which provides retiree or other post-employment welfare benefits or insurance
coverage (other than "continuation coverage" (as defined in Section 602 of
ERISA)); each pension plan and welfare plan established or maintained by the
Company and/or one or more of its subsidiaries (including, without limitation,
the Operating Partnership) is in compliance in all material respects with the
currently applicable provisions of ERISA; neither the Company nor any of its
subsidiaries (including, without limitation, the Operating Partnership) has
incurred or could reasonably be expected to incur any withdrawal liability under
Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA,
or any other liability under Title IV of ERISA; and the assets of the Company
and its subsidiaries (including, without limitation, the Operating Partnership)
do not, and as of the Time of Delivery shall not, constitute "plan assets" under
ERISA.

            (u) The Company and its consolidated subsidiaries (including,
without limitation, the Operating Partnership) are currently in compliance with
all presently applicable provisions of the Americans with Disabilities Act, as
amended, except for any such non-compliance that could not reasonably be
expected, individually or in aggregate, to have a Material Adverse Effect.

                                       8



            (v) There is, and has been, no failure on the part of the Company
and its subsidiaries (including, without limitation, the Operating Partnership),
and any of their respective trustees, directors or officers in their capacities
as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated in connection therewith, including, without
limitation, Section 402 related to loans and Sections 302 and 906 related to
certifications.

            (w) No relationship (direct or indirect) exists between or among any
of the Company or any affiliate of the Company, on the one hand, and any
trustee, officer, shareholder, tenant, customer or supplier of the Company or
any affiliate of the Company, on the other hand, which is required by the
Securities Act and the rules and regulations of the Commission thereunder to be
described in the Registration Statement or the Prospectus which is not so
described or is not described as required; and there are no outstanding loans,
advances (except normal advances for business expenses in the ordinary course of
business) or guarantees of indebtedness by the Company to or for the benefit of
any of the trustees or officers of the Company or any of their respective family
members, except as disclosed in (or in documents incorporated into) the
Registration Statement and the Prospectus.

            (x) The Company and its consolidated subsidiaries (including,
without limitation, the Operating Partnership) maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

            (y) The Company and each of its consolidated subsidiaries
(including, without limitation, the Operating Partnership) are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they
are engaged; to the knowledge of the Company and its subsidiaries (including,
without limitation, the Operating Partnership) all policies of insurance
insuring the Company and its consolidated subsidiaries (including, without
limitation, the Operating Partnership) or their respective businesses, assets,
employees, officers and directors are in full force and effect; the Company and
its consolidated subsidiaries (including, without limitation, the Operating
Partnership) are in compliance with the terms of such policies and instruments
in all material respects; neither the Company nor any of its consolidated
subsidiaries (including, without limitation, the Operating Partnership) has
received notice from any insurer or agent of such insurer that capital
improvements or other expenditures are required or necessary to be made in order
to continue such coverage; and neither the Company nor any of its consolidated
subsidiaries (including, without limitation, the Operating Partnership) has any
reason to believe that it shall not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that
could not reasonably be expected, individually or in aggregate, to have a
Material Adverse Effect, except as set forth in the Prospectus.

                                       9



            (z) No consolidated subsidiary of the Company (including, without
limitation, the Operating Partnership) is currently prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other
distribution on such subsidiary's capital stock or other equity, from repaying
to the Company any loans or advances to such subsidiary from the Company, or
from transferring any of such subsidiary's property or assets to the Company or
any other subsidiary of the Company, except that, as set forth in the
Prospectus, each of the consolidated subsidiaries of the Company set forth on
Schedule III to the applicable Pricing Agreement require the consent of their
respective joint venture partners as a condition to making such payments or
transfers and that following an event of default under the loan documents
encumbering the properties owned by a subsidiary of the Company (including,
without limitation, the Operating Partnership) such subsidiary may be prohibited
from making distributions to the Company.

            (aa) The statistical and market-related data, if any, included in
the Prospectus is based on or derived from sources which the Company believes,
in good faith, to be reliable and accurate in all material respects.

            (bb) The Company has not taken nor will it take, directly or
indirectly any action designed to, or that might reasonably be expected to,
cause or result in manipulation of the price of the Common Shares.

         3. Upon the execution of the Pricing Agreement applicable to any
Designated Shares and authorization by the Representatives of the release of the
Firm Shares, the several Underwriters propose to offer the Firm Shares for sale
upon the terms and conditions set forth in the Prospectus.

         The Company may specify in the Pricing Agreement applicable to any
Designated Shares that the Company thereby grants to the Underwriters the right
(an "Over-allotment Option") to purchase at their election up to the number of
Optional Shares set forth in such Pricing Agreement, on the terms set forth in
the paragraph above, for the sole purpose of covering over-allotments in the
sale of the Firm Shares. Any such election to purchase Optional Shares may be
exercised in whole or in part by written notice from the Representatives to the
Company, given at any time within a period specified in the Pricing Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by the
Representatives.

         The number of Optional Shares to be added to the number of Firm Shares
to be purchased by each Underwriter as set forth in Schedule I to the Pricing
Agreement applicable to such Designated Shares shall be, in each case, the
number of Optional Shares which the Company has been advised by the
Representatives have been attributed to such Underwriter; provided that, if the
Company has not been so advised, the number of Optional Shares to be so added
shall be, in each case, that proportion of Optional Shares which the number of
Firm Shares to be purchased by such Underwriter under such Pricing Agreement
bears to the aggregate number of Firm Shares (rounded as the Representatives may
determine to the nearest 100 shares). The total number of Designated Shares to
be purchased by all the Underwriters pursuant to such Pricing Agreement shall be
the aggregate number of Firm Shares set forth in Schedule I to such Pricing
Agreement plus the aggregate number of Optional Shares which the Underwriters
elect to purchase.

                                       10



         4. Delivery of the Firm Shares and the Optional Shares to be purchased
by each Underwriter pursuant to the Pricing Agreement relating thereto, in the
form specified in such Pricing Agreement, and in such authorized denominations
and registered in such names as the Representatives may request upon at least 24
hours' prior notice to the Company, shall be made by or on behalf of the Company
to the Representatives for the account of such Underwriter, against payment by
such Underwriter or on its behalf of the purchase price therefor by wire
transfer in federal or other same day funds, payable to the order of the Company
in the funds specified in such Pricing Agreement, (i) with respect to the Firm
Shares all in the manner and at the place and time and date specified in such
Pricing Agreement or at such other place and time and date as the
Representatives and the Company may agree upon in writing, such time and date
being herein called the "First Time of Delivery" and (ii) with respect to the
Optional Shares, if any, in the manner and at the time and date specified by the
Representatives in the written notice given by the Representatives of the
Underwriters' election to purchase such Optional Shares, or at such other time
and date as the Representatives and the Company may agree upon in writing, such
time and date, if not the First Time of Delivery, herein called a "Subsequent
Time of Delivery". Each such time and date for delivery is herein called a "Time
of Delivery".

         5. The Company agrees with each of the Underwriters of any Designated
Shares as follows:

            (a) To prepare the Prospectus in relation to the applicable
Designated Shares in a form approved by the Representatives and to file such
Prospectus pursuant to Rule 424(b) under the Securities Act no later than the
Commission's close of business on the second business day following the
execution and delivery of the Pricing Agreement relating to the applicable
Designated Shares or, if applicable, such earlier time as may be required by
Rule 424(b); to make no further amendment or any supplement to the Registration
Statement or Prospectus after the date of the Pricing Agreement relating to such
Designated Shares and prior to any Time of Delivery for such Designated Shares
which shall be disapproved by the Representatives for such Designated Shares
promptly after reasonable notice thereof; to advise the Representatives promptly
of any such amendment or supplement after any Time of Delivery for such
Designated Shares and furnish the Representatives with copies thereof; to file
promptly all reports and any definitive proxy or information statements required
to be filed by the Company or the Operating Partnership with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a prospectus is required in connection with the offering or sale
of such Designated Shares; and during such same period to advise the
Representatives, promptly after it receives notice thereof, of (i) the time when
any amendment to the Registration Statement has been filed or becomes effective
or any prospectus supplement to the Prospectus or any amended Prospectus has
been filed with the Commission, (ii) the issuance by the Commission of any stop
order or any order preventing or suspending the use of any prospectus relating
to such Designated Shares, (iii) the suspension of the qualification of such
Designated Shares for offering or sale in any jurisdiction, (iv) the initiation
or threatening of any proceeding for any such purpose, or (v) any request by the
Commission for the amending or supplementing of the Registration Statement or
Prospectus or for additional information; and, in the event of the issuance of
any such stop order or of any such order preventing or suspending the use of any
prospectus relating to the Common Shares or suspending any such qualification,
to promptly use its best efforts to obtain the withdrawal of such order;

                                       11



            (b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Designated Shares for
offering and sale under the securities laws of such jurisdictions within the
United States as the Representatives may request and to comply with such laws so
as to permit the continuance of sales and dealings therein for as long as may be
necessary to complete the distribution of such Designated Shares; provided,
however, that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction.

            (c) To furnish the Underwriters with (i) two copies of the
Registration Statement (as originally filed) and each amendment thereto, and all
exhibits and documents incorporated or deemed to be incorporated by reference
therein and (ii) copies of the Prospectus in such quantities as the
Representatives may from time to time reasonably request, and, if the delivery
of a prospectus is required at any time in connection with the offering or sale
of the Designated Shares; and if at such time any event shall have occurred as a
result of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated or deemed to be incorporated by reference in the Prospectus in
order to comply with the Securities Act, the Exchange Act, to notify the
Representatives and upon their request to file such document and to prepare and
furnish without charge to each Underwriter and to any dealer in securities as
many copies as the Representatives may from time to time reasonably request of
an amended Prospectus or a prospectus supplement to the Prospectus, which shall
correct such statement or omission or effect such compliance;

            (d) (i) During the period beginning from the date of the Pricing
Agreement for the Designated Shares and continuing to and including the date
specified in the Pricing Agreement for such Designated Shares, without the prior
written consent of the Representatives, not to, directly or indirectly, offer,
sell, agree to offer or sell, solicit offers to purchase, grant any call option
or purchase any put option with respect to, pledge, borrow or otherwise dispose
of any Relevant Security (as defined below), or establish or increase any "put
equivalent position" or liquidate or decrease any "call equivalent position"
with respect to any Relevant Security (in each case within the meaning of
Section 16 of the Exchange Act and the rules and regulations of the Commission
thereunder), or otherwise enter into any swap, derivative or other transaction
or arrangement that transfers to another, in whole or in part, any economic
consequence of ownership of a Relevant Security, whether or not such transaction
is to be settled by delivery of Relevant Securities, other securities, cash or
other consideration; provided that the foregoing shall not restrict the issuance
of Common Shares (w) upon the exercise of options or warrants, the conversion of
Series A Preferred Shares of the Company or the redemption of units in the
Operating Partnership, (x) pursuant to the Company's distribution reinvestment
and share purchase plan, (y) pursuant to equity-based awards granted in the
ordinary course of business to trustees or employees of the Company under the
Company's long-term incentive plan or (z) pursuant to the Contribution
Agreement, dated as of August 18, 2004 between the Operating Partnership, TRC
Realty, Inc.-GP, TRC-LB LLC and TRC Associates Limited Partnership (including in
settlement of any post-closing adjustments thereunder), in each case as
outstanding or in effect on the date of the Pricing Agreement as described or
incorporated by reference in the Prospectus and the Registration Statement; and

                                       12



(ii) at the First Time of Delivery, the Company shall have furnished to the
Representatives a letter substantially in the form of Exhibit A attached hereto
from each trustee and officer of the Company addressed to the Representatives.
As used in this Section 5(d), the term "Relevant Security" means the Common
Shares, any other equity security of the Company or any of its subsidiaries and
any security convertible into, or exercisable or exchangeable for, any Common
Shares or other such equity security.

            (e) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the
Securities Act), an earnings statement of the Company and its consolidated
subsidiaries (including, without limitation, the Operating Partnership) (which
need not be audited) complying with Section 11(a) of the Securities Act and the
rules and regulations of the Commission thereunder (including, at the option of
the Company, Rule 158);

            (f) To apply the net proceeds from the sale of the Designated Shares
as described in the Preliminary Prospectus and the Prospectus;

            (g) The Company shall not take, directly or indirectly, any action
designed to or that would constitute or that might reasonably be expected to
cause or result in, under the Exchange Act or otherwise, stabilization or
manipulation, which is contrary to any applicable law, of the price of any
security of the Company or the Operating Partnership to facilitate the sale or
resale of the Common Shares;

            (h) The Company shall not be or become, at any time prior to the
expiration of three years after any Time of Delivery, an "investment company" or
an entity "controlled" by an "investment company", as such terms are defined in
the Investment Company Act;

            (i) The Company shall use its best efforts to continue to be
organized and operated in conformity with the requirements for qualification as
a REIT under the Code for each of its taxable years for so long as the Board of
Trustees of the Company deems it in the best interests of the Company's
shareholders to remain so qualified and not to be materially and adversely
against the interests of the holders of the Designated Shares to fail to be so
qualified.

         6. The Company covenants and agrees with the several Underwriters that
the Company shall pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Common Shares under the Securities Act;
(ii) all other expenses in connection with the preparation, printing and filing
of the Registration Statement, any Preliminary Prospectus and the Prospectus and
all other amendments and supplements thereto and the mailing and delivering of
copies thereof to the Underwriters and dealers; (iii) the cost of printing and
producing any Agreement among Underwriters, this Agreement, any Pricing
Agreement, any Blue Sky and legal investment memoranda, closing documents
(including any compilations thereof) and any other documents so long as such
documents have been approved by the Company in connection with the offering,
purchase, sale and delivery of the Common Shares; (iv) all expenses in
connection with the qualification of the Common Shares for offering and sale
under state securities laws as provided in Section 5(b) hereof, including the
fees and disbursements of the counsel to the Underwriters, in connection with
such qualification and in connection with any Blue Sky and legal investment

                                       13



surveys; (v) any filing fees incident to, and the reasonable fees and
disbursements of the counsel to the Underwriters, in connection with any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the Common Shares; (vi) the cost of preparing the
certificates for the Common Shares; (vii) the reasonable fees and expenses of
any transfer agent or registrar or dividend disbursing agent; (viii) any taxes
payable in connection with the issuance, sale and delivery of the Designated
Shares to the Underwriters; (ix) all fees imposed by any stock exchange related
to the filing or registration of the Designated Shares; and (x) all other costs
and expenses incident to the performance of its obligations hereunder and under
any Pricing Agreement, which are not otherwise specifically provided for in this
Section. It is understood, however, that, except as otherwise specifically
provided in this Section 6 and Sections 8 and 13 hereof, the Underwriters shall
pay all of their own costs and expenses, including the fees of the counsel to
the Underwriters, transfer taxes on resale of any of the Designated Shares by
them, and any advertising expenses connected with any offers they may make.

         7. The obligations of the Underwriters of any Designated Shares under
the Pricing Agreement relating to such Designated Shares shall be subject, in
the Representatives' discretion, to the condition that all representations and
warranties and other statements of the Company included or incorporated by
reference in the Pricing Agreement relating to such Designated Shares are true
and correct at and as of any Time of Delivery for such Designated Shares and the
condition that prior to such Time of Delivery the Company shall have performed
all of their obligations hereunder theretofore to be performed, and the
following additional conditions:

            (a) (i) The Prospectus in relation to the applicable Designated
Shares shall have been filed with the Commission pursuant to Rule 424(b) under
the Securities Act within the applicable time period prescribed for such filing
by the rules and regulations under the Securities Act and in accordance with
Section 5(a) hereof; (ii) no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and (iii) all requests for additional information on the part of the
Commission shall have been complied with to the reasonable satisfaction of the
Representatives;

            (b) The counsel to the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated each Time of Delivery, with
respect to the good standing status of the Company, the Designated Shares, the
Registration Statement, the Prospectus and such other related matters as the
Representatives may reasonably request, and such counsel shall have received
such documents and information as they may reasonably request to enable them to
pass upon such matters;

            (c) Pepper Hamilton LLP, counsel to Company, shall have furnished to
the Representatives their written opinion dated the Time of Delivery in form and
substance reasonably satisfactory to the Representatives, to the following
effect:

                                       14



                (i) The Company has been duly formed and is validly existing as
            a real estate investment trust in good standing under the laws of
            the State of Maryland, with trust power and authority to own its
            properties and conduct its business as described in the Prospectus;

                (ii) The Operating Partnership has been duly formed and is
            validly existing as a limited partnership in good standing under the
            laws of the State of Delaware, with limited partnership power and
            authority to own its properties and conduct its business as
            described in the Prospectus;

                (iii) Each of Atlantic American Property Trust, AAPOP 1, L.P.
            and Atlantic American Land Development Inc., which constitute, in
            addition to the Operating Partnership, the Company's "significant
            subsidiaries" (as defined in Rule 405 under the Securities Act) (the
            "Significant Subsidiaries"), has been duly incorporated, formed or
            organized and is validly existing as a corporation or other entity
            in good standing under the laws of its jurisdiction of
            incorporation, formation or organization, with corporate, limited
            liability company or partnership power and authority to own its
            properties and conduct its business as described, limited liability
            company, partnership or beneficial interests of each Significant
            Subsidiary have been duly and validly authorized and issued, are
            fully paid and, as applicable, non-assessable;

                (iv) All of the issued beneficial interests of the Company have
            been duly and validly authorized and issued and are fully paid; and
            the Company is the sole general partner of the Operating Partnership
            and its percentage interest and ownership in the Operating
            Partnership is as set forth in the Prospectus;

                (v) (A) The Company has been duly qualified or registered as a
            foreign trust for the transaction of business and is in good
            standing or subsisting under the laws of each other jurisdiction in
            which it owns or leases properties or conducts any business so as to
            require such qualification or registration, except where the failure
            to so qualify or register or be in good standing or subsisting could
            not reasonable to expected, individually or in the aggregate, to
            have a Material Adverse Effect; (B) the Operating Partnership has
            been duly qualified or registered as a foreign partnership for the
            transaction of business and is in good standing or subsisting under
            the laws of each other jurisdiction in which it owns or leases
            properties, or conducts any business so as to require such
            qualification or registration, except where the failure to so
            qualify or register or be in good standing or subsisting could not
            reasonably be expected, individually or in the aggregate to have a
            Material Adverse Effect; and (C) each Significant Subsidiary has
            been duly qualified or registered as a foreign corporation or other
            entity for the transaction of business and is in good standing or
            subsisting under the laws of each other jurisdiction in which it
            owns or leases properties or conducts any business so as to require
            such qualification or registration, except where the failure to so
            qualify or register or be in good standing or subsisting could not
            reasonably be expected, individually or in the aggregate, to have a
            Material Adverse Effect (such counsel being entitled to rely in
            respect of the opinion in this clause (C) upon opinions of local
            counsel (other than counsel in the States of Maryland, Delaware or
            Pennsylvania) and in respect of matters of fact upon certificates of

                                       15



            officers of the Company and its subsidiaries, provided that such
            counsel shall stated that they believe that both the Representatives
            and they are justified in relying upon such opinions and
            certificates).

                (vi) The Designated Shares have been duly and validly
            authorized, and, when such Designated Shares are issued and
            delivered against payment therefor pursuant to this Agreement and
            the Pricing Agreement with respect to such Designated Shares, such
            Designated Shares will be duly and validly issued and fully paid;
            the Common Shares, including the Designated Shares, conform, in all
            material respects, to the description thereof contained in the
            Registration Statement, and the Designated Shares will conform, in
            all material respects, to the description thereof in the Prospectus;
            the Designated Shares will have the rights set forth in the
            Company's declaration of trust and by-laws, each, as then amended or
            supplemented (including the applicable provisions of the laws of
            Maryland governing real estate investment trusts); and there are no
            preemptive or other rights afforded by the Company to subscribe for
            or to purchase any Common Shares;

                (vii) To such counsel's knowledge and other than as set forth in
            the Prospectus, there are no legal or governmental proceedings
            pending to which the Company or any of its subsidiaries (including,
            without limitation, the Operating Partnership) is a party, or of
            which any property of the Company or any of its subsidiaries
            (including, without limitation, the Operating Partnership) is the
            subject, which are required, individually or in the aggregate, to be
            disclosed in the Registration Statement or the Prospectus which are
            not fairly described therein as required; and, to such counsel's
            knowledge, no such proceedings are threatened or contemplated by
            governmental authorities or threatened by others;

                (viii) This Agreement and the applicable Pricing Agreement with
            respect to the Designated Shares have been duly authorized, executed
            and delivered by the Company;

                (ix) The issue and sale of the Designated Shares being delivered
            at such Time of Delivery, the compliance by the Company with all of
            the provisions of the Designated Shares, this Agreement and the
            applicable Pricing Agreement and the consummation of the
            transactions herein and therein contemplated do not conflict with or
            result in a breach or violation of any of the terms or provisions
            of, or constitute a default under, any indenture, mortgage, deed of
            trust, loan agreement or other agreement or instrument known to such
            counsel to which the Company or any of its subsidiaries (including,
            without limitation, the Operating Partnership) is a party or by
            which the Company or any of its subsidiaries (including, without
            limitation, the Operating Partnership) is bound or to which any of
            the property or assets of the Company or any of its subsidiaries
            (including, without limitation, the Operating Partnership) is
            subject, nor do such actions result in any violation of the
            provisions of the declaration of trust or the by-laws of the
            Company, or any statute or any order, rule or regulation known to
            such counsel of any court or governmental agency or body having
            jurisdiction over the Company or any of its subsidiaries (including,
            without limitation, the Operating Partnership) or any of their
            properties;

                                       16



                (x) No consent, approval, authorization, order, registration or
            qualification of or with any court or governmental agency or body is
            required for the issue and sale of the Designated Shares being
            delivered at such Time of Delivery, or the consummation by the
            Company of the other transactions contemplated by this Agreement or
            the applicable Pricing Agreement, except such as have been obtained
            under the Securities Act and such consents, approvals,
            authorizations, registrations or qualifications as may be required
            under state securities or Blue Sky laws in connection with the
            purchase and distribution of the Designated Shares by the
            Underwriters;

                (xi) The Registration Statement and the Prospectus and any
            amendments and supplements thereto made by the Company prior to the
            Time of Delivery for the Designated Shares (other than the financial
            statements and related notes and schedules therein, as to which such
            counsel need express no opinion) comply as to form in all material
            respects with the requirements of the Securities Act and the rules
            and regulations thereunder;

                (xii) The Incorporated Documents (other than the financial
            statements and related notes and schedules therein, as to which such
            counsel need express no opinion), when they were filed with the
            Commission or became effective, as the case may be, complied as to
            form in all material respects with the requirements of the Exchange
            Act or the Securities Act, as applicable, and the rules and
            regulations of the Commission thereunder; and such counsel have no
            reason to believe that any of the Incorporated Documents, when they
            were so filed or became effective, as the case may be, contained an
            untrue statement of a material fact or omitted to state a material
            fact required to be stated therein or necessary to make the
            statements therein not misleading;

                (xiii) The statements made under the caption under "Material
            Federal Income Tax Consequences" in the Prospectus, insofar as they
            purport to constitute summaries of matters of U.S. federal tax law
            and regulations or legal conclusions with respect thereto,
            constitute accurate summaries of the matters described therein in
            all material respects;

                (xiv) The Registration Statement has become effective under the
            Securities Act; the Prospectus relating to the Designated Shares was
            filed with the Commission within the prescribed time periods
            pursuant to the applicable subparagraph of Rule 424(b) of the rules
            and regulations under the Securities Act (as specified in such
            counsel's opinion); and, to such counsel's knowledge, no stop order
            suspending the effectiveness of the Registration Statements has been
            issued or proceeding for the purpose has been instituted or
            threatened by the Commission;

                                       17



                (xv) Such counsel have no reason to believe that, as of their
            respective effective dates, the Registration Statement or any
            amendment thereto made by the Company prior to any Time of Delivery
            (other than the financial statements and related notes and schedules
            therein, as to which such counsel need express no belief) contained
            an untrue statement of a material fact or omitted to state a
            material fact required to be stated therein or necessary to make the
            statements therein not misleading or that, as of its date and as of
            such Time of Delivery, the Prospectus or any amendment or prospectus
            supplement thereto made by the Company prior to such Time of
            Delivery (other than the financial statements and related notes and
            schedules therein, as to which such counsel need express no belief)
            contained an untrue statement of a material fact or omitted to state
            a material fact necessary to make the statements therein, in light
            of the circumstances in which they were made, not misleading; and
            such counsel do not know of any amendment to the Registration
            Statement required to be filed or any contracts or other documents
            of a character required to be filed as an exhibit to the
            Registration Statement or required to be incorporated by reference
            into the Prospectus or required to be described in the Registration
            Statement or the Prospectus that are not filed or incorporated by
            reference or described as required.

            (d) (i) On the date of the applicable Pricing Agreement for such
Designated Shares and at each Time of Delivery for such Designated Shares,
Pricewaterhouse Coopers LLP, the independent certified public accountants of the
Company and the Operating Partnership, who have audited the financial statements
of the Company and its consolidated subsidiaries and of the Operating
Partnership and its consolidated subsidiaries, included or incorporated by
reference in the Registration Statement, shall have furnished to the
Representatives letters, dated the respective dates of delivery, in form and
substance satisfactory to the Representatives, containing statements and
information of the type customarily included in accountants' "comfort letters"
to underwriters with respect to the financial statements and certain financial
information contained or incorporated by reference in the Registration Statement
and the Prospectus; and (ii) on the date of the applicable Pricing Agreement for
such Designated Securities and at the Time of Delivery for such Designated
Securities, Ernst & Young, independent certified public accountants of The
Rubenstein Company, L.P., who have audited the financial statements of The
Rubenstein Company, L.P. and its consolidated subsidiaries, included or
incorporated by reference in the Registration Statement, shall have furnished to
the Representatives letters, dated the respective dates of delivery, in form and
substance satisfactory to the Representatives, containing statements and
information of the type customarily included in accountants' "comfort letters"
to underwriters with respect to the financial statements and certain financial
information contained or incorporated by reference in the Registration Statement
and the Prospectus;

            (e) (i) The Company and its subsidiaries (including, without
limitation, the Operating Partnership), taken as a whole, have not sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth in the Prospectus and (ii) since
the respective dates as of which information is given in the Registration
Statement and the Prospectus (without giving effect to any amendment thereof or
supplement thereto subsequent to the date of the Pricing Agreement relating to

                                       18



the Designated Shares), there has not been any change in the beneficial
interests of the Company (other than issuances of beneficial interests (A)
pursuant to equity-based awards granted in the ordinary course of business, (B)
upon exercise of options and upon conversion or redemption of convertible or
redeemable securities, in each case which were outstanding as of the date of the
latest audited financial statements included or incorporated by reference in the
Prospectus, and (C) upon the exchange of Operating Partnership interests for
beneficial interests in the Company) or in the partnership interests in the
Operating Partnership or the capital stock, partnership, membership or
beneficial interests of any of its consolidated subsidiaries, or any change in
the long-term debt of the Company and its consolidated subsidiaries (including,
without limitation, the Operating Partnership), taken as a whole, or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the business, properties, management, results of
operations, financial condition or prospects of the Company and its consolidated
subsidiaries (including, without limitation, the Operating Partnership), taken
as a whole, except as set forth in the Prospectus (without giving effect to any
amendment thereof or supplement thereto subsequent to the date of the Pricing
Agreement relating to the Designated Shares), the effect of which, in any such
case described in clause (i) or (ii), is in the judgment of the Representatives
so material and adverse as to make it impracticable or inadvisable to proceed
with the public offering or the delivery of the Designated Shares on the terms
and in the manner contemplated in the Prospectus;

            (f) On or after the date of the Pricing Agreement relating to the
Designated Shares, (i) no downgrading shall have occurred in the rating accorded
the Operating Partnership's debt securities or the Company debt securities or,
if applicable, preferred shares of beneficial interest by any "nationally
recognized statistical rating organization", as the term is defined by the
Commission for purposes of Rule 436(g)(2) under the Securities Act and (ii) no
such organization shall have publicly announced that it has under surveillance
or review, with possible negative implications, its rating of any of the
Operating Partnership's debt securities or the Company's debt securities or
preferred shares;

            (g) On or after the date of the Pricing Agreement relating to the
Designated Shares, there shall not have occurred any of the following: (i)
trading generally shall have been suspended or materially limited on the New
York Stock Exchange or the over-the-counter market; (ii) trading of any
securities issued or guaranteed by the Company or the Operating Partnership
shall have been suspended on any exchange or in any over-the-counter market;
(iii) a general moratorium on commercial banking activities shall have been
declared by federal or New York State authorities; or (iv) there shall have
occurred any outbreak or escalation of hostilities or acts of terrorism
involving the United States or declaration of national emergency or war by the
United States or any change in financial markets or any calamity or crisis,
either within or outside the United States, that, in the judgment of the
Representatives, is material and adverse and makes it impracticable or
inadvisable to proceed with the offering, sale or the delivery of the Firm
Shares or Optional Shares or both on the terms and in the manner contemplated;

            (h) The Common Shares at each Time of Delivery shall have been duly
listed, subject to notice of issuance on the New York Stock Exchange; and

                                       19



            (i) The Company shall have furnished or caused to be furnished to
the Representatives at the Time of Delivery for the Designated Shares a
certificate or certificates of officers of the Company in such form and executed
by such officers of the Company as shall be satisfactory to the Representatives,
as to the accuracy of the representations and warranties of the Company herein
at and as of such Time of Delivery, as to the performance by the Company of all
of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in Sections 7(a), (e), (f) and (h) and as
to such other matters as the Representatives may reasonably request.

         8. (a) The Company shall indemnify and hold harmless each Underwriter,
its directors, officers and employees and each person, if any, who controls any
Underwriter within the meaning of the Securities Act, from and against any
losses, claims, damages or liabilities, joint or several, or any action in
respect thereof to which such Underwriter, officer, employee or controlling
person may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities or actions arise out of or are based
upon (i) an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus and any other prospectus relating to
the Designated Shares, or any amendment or supplement thereto, or (ii) the
omission or alleged omission to state in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus
and any other prospectus relating to the Designated Shares, or any amendments or
supplements thereto a material fact required to be stated therein or necessary
to make the statements therein not misleading, and shall reimburse each
Underwriter and each such director, officer, employee and controlling person
promptly upon demand for any legal or other expenses reasonably incurred by such
Underwriter and each such director, officer, employee and controlling person in
connection with investigating or defending any such loss, damage, liability,
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus and any other prospectus relating to the Designated Shares, or
any such amendment or supplement, in reliance upon and in conformity with
information furnished in writing to the Company by any Underwriter of Designated
Shares through the Representatives expressly for use in the Prospectus relating
to such Designated Shares.

            (b) Each Underwriter, severally and not jointly, shall indemnify and
hold harmless the Company against any losses, claims, damages or liabilities to
which the Company may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus
and any other prospectus relating to the Designated Shares, or any amendment or
supplement thereto, or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus and any other prospectus
relating to the Designated Shares, or any such amendment or supplement, in

                                       20



reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives expressly for use
therein, and shall reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.

            (c) Promptly after receipt by an indemnified party under Section
8(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation provided, however, that any indemnified
party shall have the right to employ separate counsel in any such action and to
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the employment
thereof has been specifically authorized by the indemnifying party in writing,
(ii) such indemnified party shall have been advised by such counsel that there
may be one or more legal defenses available to it which are different from or
additional to those available to the indemnifying party and in the reasonable
judgment of such counsel it is advisable for such indemnified party to employ
separate counsel or (iii) the indemnifying party has failed to assume the
defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate counsel (plus local counsel in each such jurisdiction) at
any time for all such indemnified parties. If the indemnifying party does not
assume the defense of such action, it is understood that the indemnifying party
shall not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate counsel (plus local counsel in each such jurisdiction) at
any time for all such indemnified parties, which firms shall be designated in
writing by you, if the indemnified parties under this Section 8 consist of any
Underwriter of the Designated Shares or any of its respective directors,
officers, employees or controlling persons, or by the Company, if the
indemnified parties under this Section 8 consist of the Company or any of its
directors, officers, administrative trustees or controlling persons. The
indemnifying party shall not be liable for any settlement of an action or claim

                                       21



for monetary damages which an indemnified party may effect without the consent
of the indemnifying party, which consent shall not be unreasonably withheld. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim),
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act, by or on behalf of any indemnified party. For
purposes of this Section 8, references to "counsel" shall include a firm of
attorneys.

            (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 8(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Designated Shares on the other from the offering of the Designated Shares
to which such loss, claim, damage or liability (or action in respect thereof)
relates. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party failed
to give the notice required under Section 8(c) above, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
referred to in the immediately preceding sentence but also the relative fault of
the Company on the one hand and the Underwriters of the Designated Shares on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and such Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from such offering
(before deducting expenses) received by the Company bear to the total
commissions or discounts received by such Underwriters in respect thereof. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading relates to
information supplied by the Company on the one hand or by any such Underwriters
on the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 8(d). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section
8(d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8(d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total public offering price at which the applicable Designated

                                       22



Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Designated Shares in
this Section 8(d) to contribute are several in proportion to their respective
underwriting obligations with respect to such Designated Shares and not joint.

            (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of any
Underwriter and to each person, if any, who controls any Underwriter within the
meaning of the Securities Act; and the obligations of the Underwriters under
this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Securities Act.

         9. (a) If any Underwriter shall default in its obligation to purchase
the Firm Shares or Optional Shares which it has agreed to purchase under the
Pricing Agreement relating to such Designated Shares, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Shares on the terms contained herein. If within 36
hours after such default by any Underwriter the Representatives do not arrange
for the purchase of such Firm Shares or Optional Shares, as the case may be,
then the Company shall be entitled to a further period of 36 hours within which
to procure another party or other parties satisfactory to the Representatives to
purchase such Designated Shares on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Designated Shares, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Designated Shares, the Representatives or the Company shall have the right to
postpone a Time of Delivery for such Designated Shares for a period of not more
than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to the Pricing Agreement with respect to such Designated Shares.

            (b) If, after giving effect to any arrangements for the purchase of
the Firm Shares or Optional Shares, as the case may be, of a defaulting
Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a) above, the aggregate number of such Common Shares, which
remains unpurchased does not exceed one-eleventh of the number of the Firm
Shares or Optional Shares, as the case may be, to be purchased at the respective
Time of Delivery then the Company shall have the right to require each
non-defaulting Underwriter to purchase the number of Firm Shares or Optional
Shares, as the case may be, which such Underwriter agreed to purchase under the
Pricing Agreement relating to such Designated Shares and, in addition, to

                                       23



require each non-defaulting Underwriter to purchase its pro-rata share (based on
the number of Firm Shares or Optional Shares, as the case may be, which such
Underwriter agreed to purchase under such Pricing Agreement) of the Firm Shares
or Optional Shares, as the case may be, of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

            (c) If, after giving effect to any arrangements for the purchase of
the Firm Shares or Optional Shares, as the case may be, of a defaulting
Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a) above, the aggregate number of Firm Shares or Optional Shares,
as the case may be, which remains unpurchased exceeds one-eleventh of the
aggregate number of the Firm Shares or Optional Shares, as the case may be, to
be purchased at the respective Time of Delivery as referred to in subsection (b)
above, or if the Company shall not exercise the right described in subsection
(b) above to require non-defaulting Underwriters to purchase the Firm Shares or
Optional Shares, as the case may be, of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Firm Shares or the
Over-allotment Option relating to such Optional Shares, as the case may be,
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

                                       24



         10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any officer or director or controlling person of any
Underwriter, or the Company, or any officer or director or controlling person of
the Company, and shall survive delivery of and payment for the Designated
Shares.

         11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof or if the condition in Section 7(g) is not satisfied, the Company shall
not then be under any liability to any Underwriter with respect to the
Designated Shares covered by such Pricing Agreement except as provided in
Sections 6 and 8 hereof, but, if for any other reason, Designated Shares are not
delivered by or on behalf of the Company as provided herein, the Company shall
reimburse the Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Shares, but
the Company shall then be under no further liability to any Underwriter with
respect to such Designated Shares except as provided in Sections 6 and 8 hereof.

         12. In all dealings hereunder, the Representatives of the Underwriters
of Designated Shares shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: General Counsel; provided, however, that any
notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter at its address
set forth in its underwriters' questionnaire, or telex constituting such
questionnaire, which address shall be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

                                       25



         13. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Sections 8 and 10 hereof, the directors, officers and
employees of the Company or any Underwriter and each person who controls the
Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement or any such Pricing
Agreement. No purchaser of any of the Designated Shares from any Underwriter
shall be deemed a successor or assign by reason merely of such purchase.

         14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day on which the New York Stock Exchange,
Inc. is open for trading.

         15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         16. This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.

                                       26




                               Very truly yours,


                               BRANDYWINE REALTY TRUST



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


                               BRANDYWINE OPERATING PARTNERSHIP, L.P.

                               By: Brandywine Realty Trust, its General Partner



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





CITIGROUP GLOBAL MARKETS INC.


By: /s/ Jeffrey Horowitz
   -------------------------
Name:  Jeffrey Horowitz
Title: Managing Director






                                       27




                                PRICING AGREEMENT
                                -----------------


                                                              September 13, 2004


CITIGROUP GLOBAL MARKETS INC.
As Representative of the several
Underwriters named in Schedule I hereto
Ladies and Gentlemen:

                  Brandywine Realty Trust, a Maryland real estate investment
trust (the "Company"), proposes, subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated September 13, 2004 (the
"Underwriting Agreement"), between the Company and you to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the common shares
of beneficial interests of the Company specified in Schedule I hereto (the
"Designated Shares", consisting of Firm Shares and any Optional Shares the
Underwriters may elect to purchase). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus relating to the Designated Shares which are the subject of
this Pricing Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of the Underwriters of the Designated Shares
pursuant to Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at the end of
Schedule I hereto.

                  An amendment to the Registration Statement, or a prospectus
supplement to the Prospectus, as the case may be, relating to the Designated
Shares, in the form heretofore delivered to you is now proposed to be filed with
the Commission.

                  Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, (a) the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
the time and place and at the purchase price to the Underwriters set forth in
Schedule I hereto, the number of Firm Shares set forth in Schedule I hereto and
(b) in the event and to the extent that the Underwriters shall exercise the
election to purchase Optional Shares, as provided below, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees
to purchase from the Company at the purchase price to the Underwriters set forth
in Schedule I hereto that portion of the number of Optional Shares as to which
such election shall have been exercise. The Company hereby grants to each of the

                                      I-1



Underwriters the right to purchase, from time to time, at its election up to the
number of Optional Shares set forth in Schedule I hereto on the terms referred
to in the paragraph above for the sole purpose of covering over-allotments in
the sale of the Firm Shares. Any such election to purchase Optional Shares may
be exercised by written notice from the Underwriters to the Company given within
a period of 30 calendar days after the date of this Pricing Agreement, setting
forth the aggregate number of Optional Shares to be purchased and the date on
which such Optional Shares are to be delivered, as determined by the
Underwriters, but in no event earlier than the First Time of Delivery or, unless
the Underwriters and the Company otherwise agree in writing, no earlier than two
or later than ten business days after the date of such notice.

                  If the foregoing is in accordance with your understanding,
please sign and return to us four counterparts hereof, and upon acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters and the Company.





                                      I-2




                               Very truly yours,

                               BRANDYWINE REALTY TRUST



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


                               BRANDYWINE OPERATING PARTNERSHIP, L.P.

                               By: Brandywine Realty Trust, its General Partner



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





CITIGROUP GLOBAL MARKETS INC.


By:  /s/ Jeffrey Horowitz
   --------------------------
Name:  Jeffrey Horowitz
Title: Managing Director




                                      I-3




                                   SCHEDULE I


Title of Designated Shares: Common Shares par value $0.01


Number of Designated Shares:


         Number of Firm Shares: 7,750,000


         Maximum Number of Optional Shares: 1,162,500


Initial Offering Price to Public: $28.17 per share


Purchase Price by Underwriters: $28.01 per share


Form of Designated Shares: Definitive form to be made available for checking by
the Representative at least twenty-four hours prior to the Time of Delivery at
the office of The Depository Trust Company or its designated custodian.


Clear Market Period (Section 5(d) of the Underwriting Agreement):
         From date hereof through October 13, 2004.


Specified Funds for Payment of Purchase Price: Federal or other same day funds


Time of Delivery: 9:30 a.m. (New York City time), September 17, 2004


Closing Location: Simpson Thacher & Bartlett LLP
                  425 Lexington Avenue
                  New York, New York 10011

Names and Addresses of Representative:  Citigroup Global Markets Inc.
                                        388 Greenwich Street, 32nd Floor
                                        New York, New York 10013


Addresses for Notices, etc.:  Citigroup Global Markets Inc.
                              388 Greenwich Street, 32nd Floor
                              New York, New York 10013


Underwriters' Counsel: Simpson Thacher & Bartlett LLP


Additional Terms and Conditions: None


                                      I-4




                                   SCHEDULE II


                                      None.










                                      I-5




                                  SCHEDULE III


Four Tower Bridge Associates
Six Tower Bridge Associates















                                      I-6




                                                                       EXHIBIT A
                                                                       ---------
________ __, 200_




CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street, 32nd Floor
New York, New York 10013

                  Brandywine Realty Trust-Lock-Up Agreement
                  -----------------------------------------

Ladies and Gentlemen:

                  This letter agreement (this "Agreement") relates to the
proposed public offering (the "Offering") by Brandywine Realty Trust, a real
estate investment trust organized under the laws of the state of Maryland (the
"Company"), of its common shares of beneficial interest, par value $.0l per
share (the "Common Shares").

                  In order to induce you and the other several underwriters (the
"Underwriters") to underwrite the Offering, the undersigned hereby agrees that,
without your prior written consent, during the period from the date hereof until
thirty (30) days from the date of the final prospectus for the Offering (the
"Lock-Up Period"), the undersigned (a) will not, directly or indirectly, offer,
sell, agree to offer or sell, solicit offers to purchase, grant any call option
or purchase any put option with respect to, pledge, borrow or otherwise dispose
of any Relevant Security (as defined below), and (b) will not establish or
increase any "put equivalent position" or liquidate or decrease any "call
equivalent position" with respect to any Relevant Security (in each case within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder), or otherwise enter into
any swap, derivative or other transaction or arrangement that transfers to
another, in whole or in part, any economic consequence of ownership of a
Relevant Security, whether or not such transaction is to be settled by delivery
of Relevant Securities, other securities, cash or other consideration. As used
herein "Relevant Security" means the Common Shares, any other equity security of
the Company or any of its subsidiaries and any security convertible into, or
exercisable or exchangeable for, any Common Shares or other such equity
security.

                  The undersigned hereby authorizes the Company during the
Lock-Up Period to cause any transfer agent for the Relevant Securities to
decline to transfer, and to note stop transfer restrictions on the stock
register and other records relating to, Relevant Securities for which the
undersigned is the record holder and, in the case of Relevant Securities for
which the undersigned is the beneficial but not the record holder, agrees during
the Lock-Up Period to cause the record holder to cause the relevant transfer
agent to decline to transfer, and to note stop transfer restrictions on the
stock register and other records relating to, such Relevant Securities. The
undersigned hereby further agrees that, without your prior written consent,
during the Lock-up Period the undersigned (x) will not file or participate in
the filing with the Securities and Exchange Commission of any registration
statement, or circulate or participate in the circulation of any preliminary or
final prospectus or other disclosure document with respect to any proposed





offering or sale of a Relevant Security and (y) will not exercise any rights the
undersigned may have to require registration with the Securities and Exchange
Commission of any proposed offering or sale of a Relevant Security.

                  Notwithstanding the foregoing, the undersigned may transfer
Relevant Securities by bona fide gift, will or intestate succession, provided
that each resulting transferee of Relevant Securities executes and delivers to
you an agreement satisfactory to you certifying that such transferee is bound by
the terms of this Agreement and has been in compliance with the terms hereof
since the date first above written as if it had been an original party hereto.

                  The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this Agreement and that
this Agreement constitutes the legal, valid and binding obligation of the
undersigned, enforceable in accordance with its terms. Upon request, the
undersigned will execute any additional documents necessary in connection with
enforcement hereof. Any obligations of the undersigned shall be binding upon the
successors and assigns of the undersigned from the date first above written.

                  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Delivery of a signed copy of
this letter by facsimile transmission shall be effective as delivery of the
original hereof.

                                          Very truly yours,




                                          -------------------------------------
                                          [Signature of Trustee or Officer]

                                          Print Name:
                                                     --------------------------


                                          Title:
                                                -------------------------------
                                                   Brandywine Realty Trust
                                                   401 Realty Trust
                                                   Suite 500
                                                   Plymouth Meeting, PA 19462

EX-5

                                                                     EXHIBIT 5.1




                               September 13, 2004



Brandywine Realty Trust
401 Plymouth Road
Suite 500
Plymouth Meeting, PA 19462


Ladies and Gentlemen:

         We have served as counsel to Brandywine Realty Trust, a Maryland real
estate investment trust (the "Company"), in connection with the offer and sale
of up to 8,912,500 common shares of beneficial interest, par value $0.01 per
share (the "Common Shares") of the Company (the "Shares," of which 7,750,000
Common Shares are the "Firm Shares" and up to an additional 1,162,500 Common
Shares are the "Additional Shares," which may be issued and sold pursuant to an
underwriter's over-allotment option), pursuant to a Registration Statement on
Form S-3 (Registration No. 333-117078) (the "Registration Statement"), filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"). The Shares will be issued
pursuant to an underwriting agreement, dated as of September 13, 2004 (the
"Underwriting Agreement"), by and among Citigroup Global Markets Inc., the
Company and Brandywine Operating Partnership, L.P. (the "Operating
Partnership"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Registration Statement.

         In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

         1. The Registration Statement and the related form of prospectus (the
"Prospectus") relating to the Shares included therein in the form in which it
was transmitted to the Commission under the Act;

         2. The Declaration of Trust of the Company, as amended and supplemented
through the date hereof (the "Declaration of Trust"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");

         3. The Bylaws of the Company (the "Bylaws"), certified as of a recent
date by an officer of the Company;

         4. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;





         5. Resolutions (the "Resolutions") adopted by the Board of Trustees of
the Company, or a duly authorized committee thereof, relating to the issuance of
the Shares, certified as of a recent date by an officer of the Company;

         6. The Underwriting Agreement, certified as of a recent date by an
officer of the Company; and

         7. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.

         In expressing the opinion set forth below, we have assumed the
following:

         1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.

         2. Each individual executing any of the Documents on behalf of a party
(other than the Company and the Operating Partnership) is duly authorized to do
so.

         3. Each of the parties (other than the Company and the Operating
Partnership) executing any of the Documents has duly and validly executed and
delivered each of the Documents to which such party is a signatory, and the
obligations of such party set forth therein are legal, valid and binding and are
enforceable in accordance with all stated terms.

         4. All Documents submitted to us as originals are authentic. The form
and content of all Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. All Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
Documents are genuine. All public records reviewed or relied upon by us or on
our behalf are true and complete. All statements and information contained in
the Documents are true and complete. There has been no oral or written
modification of or amendment to any of the Documents, and there has been no
waiver of any provision of any of the Documents, by action or omission of the
parties or otherwise.

         5. The Shares will not be issued or transferred in violation of any
restriction contained in the Declaration of Trust.

         Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:

         1. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.

         2. The Shares are duly authorized for issuance and, when and if issued
and delivered against payment therefor and otherwise in accordance with the
Declaration of Trust, the Bylaws, the Resolutions and the Underwriting
Agreement, will be validly issued, fully paid and nonassessable.





         The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with any federal or state securities
laws, including the securities laws of the State of Maryland, or as to federal
or state laws regarding fraudulent transfers. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or
if we become aware of any fact that might change the opinion expressed herein
after the date hereof.

         This opinion is being furnished to you for your submission to the
Commission as an exhibit to the reports filed on Form 8-K (the "8-K"), to be
filed by the Company and by the Operating Partnership with the Commission on or
about the date hereof. We hereby consent to the filing of this opinion as an
exhibit to the 8-K and to the use of the name of our firm therein and under the
section "Legal Matters" in the Prospectus included in the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Act.

                                                    Very truly yours,

                                                    /s/ Pepper Hamilton LLP
                                                    -----------------------

                                                    Pepper Hamilton LLP

EX-23

                                                                    EXHIBIT 23.1

            Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated August 31, 2004, with respect to the combined statement
of revenue and certain expenses of The Rubenstein Portfolio for the year ended
December 31, 2003 included in Brandywine Realty Trust's Current Report on Form
8-K dated August 18, 2004 and filed on September 3, 2004 incorporated by
reference in the Registration Statement (Form S-3 No. 333-117078) and related
Prospectus of Brandywine Realty Trust for the sale of 7,750,000 shares of its
common shares of beneficial interest.

                                          /s/ Ernst & Young LLP


Philadelphia, Pennsylvania
September 10, 2004