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): July 24, 2006

LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Maryland Pennsylvania	1-13130 1-13132	23-7768996 23-2766549
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Chesterfield Parkway Malvern, PA	19355
(Address of principal executive offices)	(Zip Code)

Registrants’ telephone, including area code: (610) 648-1700

(Former name or former address, if changed since last report)

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

     On July 24, 2006, the Registrants issued a press release announcing the Registrants’ financial results for the quarter ended June 30, 2006. The Registrants are furnishing the press release as Exhibit 99 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.
	None.
(b)	Pro Forma Financial Information.
	None.
(c)	Exhibits.

Exhibit Number		Exhibit Title
	99	Press Release by the Registrants, dated July 24, 2006, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIBERTY PROPERTY TRUST
By:	/s/ George J. Alburger, Jr.
	George J. Alburger, Jr.
	Chief Financial Officer

LIBERTY PROPERTY LIMITED PARTNERSHIP
By:	Liberty Property Trust, its sole General Partner

By:	/s/ George J. Alburger, Jr.
	George J. Alburger, Jr.
	Chief Financial Officer

Dated: July 25, 2006

2

EXHIBIT INDEX

Exhibit Number		Exhibit Title
	99	Press Release by the Registrants, dated July 24, 2006, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

3

EX-99

Press Release

For Immediate Release	Inquiries:	Jeanne A. Leonard
July 24, 2006		Liberty Property Trust
		610/648-1704

LIBERTY PROPERTY TRUST ANNOUNCES
SECOND QUARTER RESULTS

Malvern, PA — Liberty Property Trust (NYSE:LRY) reported that net income per common share (diluted) was $0.76 per share for the quarter ended June 30, 2006, compared to $0.51 per share (diluted) for the quarter ended June 30, 2005. For the six-month period ended June 30, 2006, net income per common share (diluted) was $1.76, compared to $1.03 for the same period in 2005.

Funds from operations available to common shareholders (diluted) (“FFO”) for the second quarter of 2006 was $0.80 per share, compared to $0.84 per share for the second quarter of 2005. Operating results for the second quarter of 2006 included lease termination fees of $3.8 million, or approximately $0.04 per share diluted FFO. FFO per share for the six-month period ended June 30, 2006 was $1.57 per share compared to $1.65 for the same period in 2005. A reconciliation of GAAP net income to FFO is included in the financial tables accompanying this press release.

“We are very pleased with our results across all fronts during the second quarter,” said Bill Hankowsky, Liberty’s chairman and chief executive officer. “Our teams leased more than six million square feet of space, resulting in a significant occupancy increase. Rents on new and renewal leases signed in the quarter increased over previous rents, consistent with the growing strength we are seeing in most of our markets. We continue to increase the value of our development pipeline, which is generating new product at returns approaching double-digits. We also continued to sell properties into a strong market, reaping meaningful gains while capitalizing on the opportunity to upgrade and reposition our portfolio. And finally, we executed two major recapitalization transactions of Comcast Center and of Liberty’s Chicago portfolio.”

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LRY Second Quarter 2006 Results
Page 2

Real Estate Investments

Dispositions and Joint Venture Activity: During the second quarter, Liberty sold 14 operating properties containing 942,000 square feet for $101.7 million. The properties sold consist of seven flex buildings totaling 192,000 square feet in suburban Detroit; four office buildings totaling 263,000 square feet in Greensboro, North Carolina; one 65,000 square foot flex building in Mt. Laurel, New Jersey; and two office buildings totaling 421,000 square feet in Greenville, South Carolina.

The company also sold six operating properties totaling 2.1 million square feet and 104 acres of land to a newly-formed joint venture in which Liberty holds a 25% interest, for $125.0 million. These properties represent Liberty’s entire Chicago portfolio. New York State Common Retirement Fund holds the remaining 75% interest in the joint venture, called Liberty Illinois, LP.

In addition, Liberty Venture I, LLC, a joint venture of Liberty’s southern New Jersey industrial properties in which Liberty holds a 25% interest, sold two operating properties containing 143,000 square feet for $9.0 million.

During the quarter Liberty entered into a joint venture with a subsidiary of Commerzbank AG, selling an 80% interest in Comcast Center upon its completion and stabilization. The transaction values the property at $505 million, and in addition allocates approximately $10 million for closing costs and for future refurbishment costs. In connection with the transaction, the joint venture has obtained a $324 million forward loan commitment.

Development: During the second quarter, Liberty brought into service seven development properties totaling 566,000 square feet. At quarter-end the properties were 97.1% leased at a yield of 9.9% on the company’s investment of $77.3 million.

During the second quarter, Liberty began development of seven properties totaling 953,000 square feet, with an expected total investment of $145.2 million. The properties consist of a 450,000 square foot headquarters for GMAC Mortgage Corporation in Fort Washington, Pennsylvania; a 120,000 square foot office project 100% leased to Reed Technology and Information Services, Inc. in Horsham, Pennsylvania; a 168,000 square foot distribution building and a 76,000 square foot office project in Hampton Roads, Virginia; two flex buildings totaling 83,000 square feet in Tampa, Florida; and a 56,000 square foot office building in Eden Prairie, Minnesota.

In addition, Liberty Illinois, LP began construction on two distribution buildings totaling 796,000 square feet in Aurora, Illinois. The total investment in these projects, which are 26% pre-leased, is expected to be $39.8 million.

As of June 30, Liberty had 6.2 million square feet of wholly-owned and joint venture properties under development. This activity represents a total investment of $924.9 million, with an expected yield of 8.9%. The properties were 41.1% leased at quarter-end.

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LRY Second Quarter 2006 Results
Page 3

Acquisitions: During the second quarter, Liberty acquired 1100 Virginia Drive, also known as the Fort Washington Expo Center, in Fort Washington, Pennsylvania. The property is an 850,000 square foot building, of which 297,000 square feet is occupied by two tenants. Of the remaining square feet, a portion will be demolished, and 450,000 square feet will be redeveloped for the above-referenced headquarters for GMAC Mortgage Corporation. The 297,000 square feet remaining in operation represents a total investment of $27.6 million, and is yielding 10.2%.

Portfolio Performance

Leasing: At June 30, 2006, Liberty’s in-service portfolio of 63.6 million square feet was 92.8% occupied, compared to 91.6% at March 31, 2006 and 89.9% at June 30, 2005.

Same Store Performance: Property level operating income for same store properties increased by 1.0% on a cash basis and 0.3% on a straight line basis for the second quarter of 2006 compared to the same quarter in 2005. For the six-month period ended June 30, 2006, property level operating income increased 1.0% on a cash basis and 0.6% on a straight line basis compared to the same period in 2005.

About the Company

Liberty Property Trust (NYSE:LRY) is a leader in commercial real estate, serving customers in the United States and United Kingdom, through the development, acquisition, ownership and management of superior office and industrial properties. Liberty’s 64 million square foot portfolio includes more than 700 properties which provide office, distribution and light manufacturing facilities to 2,100 tenants.

Additional information about the Company, including Liberty’s Quarterly Supplemental Package with detailed financial information is available in the Investor section of the Company’s web site at www.libertyproperty.com. If you are unable to access the web site, a copy of the supplemental package may be obtained by contacting Liberty by phone at 610-648-1708, or by e-mail to eshoemaker@libertyproperty.com.

Liberty will host a conference call during which management will discuss second quarter results, on Tuesday, July 25, 2006, at 2:00 p.m. eastern time. To access the conference call in the United States or Canada, please dial 1-888-870-2815. For international access, dial 706-643-7691. No password or code is needed. A replay of the call will be available by dialing 1-800-642-1687 for US/Canada participants or 706-645-9291 for international participants. A passcode is needed for the replay: 1792193. The call can also be accessed live via the Internet on the Investor Relations page of Liberty’s web site at www.libertyproperty.com for one week following the call.

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LRY Second Quarter 2006 Results
Page 4

The statements contained in this press release may include forward-looking statements within the meaning of the federal securities law. Although Liberty believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. As forward-looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results. These factors include, without limitation, the uncertainties affecting real estate businesses generally (such as entry into new leases, renewals of leases and dependence on tenants’ business operations), risks relating to our ability to maintain and increase property occupancy and rental rates, the financial condition of tenants, the uncertainties of real estate development and construction activity, the costs and availability of financing, the effects of local economic and market conditions, regulatory changes, potential liability relative to environmental matters and other risks and uncertainties detailed in the company’s filings with the Securities and Exchange Commission. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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Liberty Property Trust
Statement of Operations
June 30, 2006
(Unaudited and in thousands, except per share amounts)

	Quarter Ended						Year to Date
	June 30, 2006			June 30, 2005			June 30, 2006			June 30, 2005
Operating Revenue
Rental	$	119,519		$	122,623		$	235,096		$	233,871
Operating expense reimbursement		49,446			45,168			99,113			91,200
Total operating revenue		168,965			167,791			334,209			325,071
Operating Expenses
Rental property		34,694			32,037			70,786			67,147
Real estate taxes		18,152			16,254			35,338			31,384
General and administrative		11,501			9,559			21,517			18,001
Depreciation and amortization		37,323			35,226			73,041			67,553
Total operating expenses		101,670			93,076			200,682			184,085
Operating Income		67,295			74,715			133,527			140,986
Other Income/Expense
Interest and other		2,222			2,616			4,418			4,745
Interest		(29,628	)		(31,095	)		(60,449	)		(60,572	)
Total other income/expense		(27,406	)		(28,479	)		(56,031	)		(55,827	)
Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures		39,889			46,236			77,496			85,159
Gain/(loss) on property dispositions, including impairment		17,438			(4,524	)		17,483			(4,929	)
Income taxes		(235	)		(911	)		(610	)		(1,445	)
Minority interest		(5,839	)		(4,995	)		(10,396	)		(9,118	)
Equity in earnings of unconsolidated joint ventures		741			182			916			2,202
Income from continuing operations		51,994			35,988			84,889			71,869
Discontinued operations net of minority interest (including net gain on property dispositions of $16,550 and $7,244 for the quarters ended June 30, 2006 and 2005 and $76,080 and $14,420 for the six month periods ended June 30, 2006 and 2005)		16,456			8,569			73,988			18,289
Net Income	$	68,450		$	44,557		$	158,877		$	90,158
Basic income per common share
Continuing operations	$	0.58		$	0.41		$	0.95		$	0.83
Discontinued operations	$	0.19		$	0.10		$	0.84		$	0.21
Total basic income per common share	$	0.77		$	0.51		$	1.79		$	1.04
Diluted income per common share
Continuing operations	$	0.58		$	0.41		$	0.94		$	0.82
Discontinued operations	$	0.18		$	0.10		$	0.82		$	0.21
Total diluted income per common share	$	0.76		$	0.51		$	1.76		$	1.03
Weighted average shares
Basic		88,934			86,685			88,587			86,278
Diluted		90,324			88,134			90,101			87,716

Liberty Property Trust
Statement of Funds From Operations
June 30, 2006
(Unaudited and in thousands, except per share amounts)

	Quarter Ended										Year to Date
	June 30, 2006					June 30, 2005					June 30, 2006					June 30, 2005
				Per					Per					Per					Per
				Weighted					Weighted					Weighted					Weighted
				Average					Average					Average					Average
	Dollars			Share		Dollars			Share		Dollars			Share		Dollars			Share
Reconciliation of net income to FFO — basic:
Basic — income available to common shareholders	$	68,450		$	0.77	$	44,557		$	0.51	$	158,877		$	1.79	$	90,158		$	1.04
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		763					286					1,316					652
Depreciation and amortization		37,809					37,085					74,400					71,783
Gain on property dispositions		(34,649	)				(6,740	)				(94,295	)				(15,607	)
Minority interest share in addback for depreciation and amortization and gain on property dispositions		(176	)				(1,185	)				681					(2,211	)
Funds from operations available to common shareholders — basic	$	72,197		$	0.81	$	74,003		$	0.85	$	140,979		$	1.59	$	144,775		$	1.68
Reconciliation of net income to FFO — diluted:
Diluted — income available to common shareholders	$	68,450		$	0.76	$	44,557		$	0.51	$	158,877		$	1.76	$	90,158		$	1.03
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		763					286					1,316					652
Depreciation and amortization		37,809					37,085					74,400					71,783
Gain on property dispositions		(34,649	)				(6,740	)				(94,295	)				(15,607	)
Minority interest excluding preferred unit distributions and excess of preferred redemption over carrying amount		3,210					1,797					6,792					3,652
Funds from operations available to common shareholders — diluted	$	75,583		$	0.80	$	76,985		$	0.84	$	147,090		$	1.57	$	150,638		$	1.65
Reconciliation of weighted average shares:
Weighted average common shares — all basic calculations		88,934					86,685					88,587					86,278
Dilutive shares for long term compensation plans		1,390					1,449					1,514					1,438
Diluted shares for net income calculations		90,324					88,134					90,101					87,716
Weighted average common units		3,653					3,517					3,586					3,592
Diluted shares for funds from operations calculations		93,977					91,651					93,687					91,308

The Company believes that the calculation of Funds from operations is helpful to investors and management as it is a measure of the Company’s operating performance that excludes depreciation and amortization and gains and losses from property dispositions. As a result, year over year comparison of Funds from operations reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, providing perspective not immediately apparent from net income. In addition, management believes that Funds from operations provides useful information to the investment community about the Company’s financial performance when compared to other REIT’s since Funds from operations is generally recognized as the standard for reporting the operating performance of a REIT. Funds from operations available to common shareholders is defined by NAREIT as net income (computed in accordance with generally accepted accounting principles (“GAAP”)), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations available to common shareholders does not represent net income or cash flows from operations as defined by GAAP and does not necessarily indicate that cash flows will be sufficient to fund cash needs. It should not be considered as an alternative to net income as an indicator of the Company’s operating performance or to cash flows as a measure of liquidity. Funds from operations available to common shareholders also does not represent cash flows generated from operating, investing or financing activities as defined by GAAP.

Liberty Property Trust
Balance Sheet
June 30, 2006
(In thousands, except share amounts)

	June 30, 2006			December 31, 2005
	(Unaudited)
Assets
Real estate:
Land and land improvements	$	636,896		$	627,914
Building and improvements		3,640,731			3,716,958
Less: accumulated depreciation		(767,632	)		(743,346	)
Operating real estate		3,509,995			3,601,526
Development in progress		405,921			324,924
Land held for development		166,429			158,653
Net real estate		4,082,345			4,085,103
Cash and cash equivalents		37,762			61,629
Restricted cash		17,728			29,085
Accounts receivable		29,034			14,761
Deferred rent receivable		69,787			72,818
Deferred financing and leasing costs, net of accumulated amortization (2006, $116,701; 2005, $106,752)		119,184			120,904
Investment in unconsolidated joint ventures		44,663			33,522
Assets held for sale		10,080			22,934
Prepaid expenses and other assets		146,977			56,773
Total assets	$	4,557,560		$	4,497,529
Liabilities
Mortgage loans	$	210,057		$	238,728
Unsecured notes		1,755,000			1,755,000
Credit facility		214,480			255,450
Accounts payable		37,695			32,919
Accrued interest		35,312			34,892
Dividend payable		57,313			56,490
Other liabilities		154,566			161,735
Total liabilities		2,464,423			2,535,214
Minority interest		270,601			253,133
Shareholders’ Equity
Common shares of beneficial interest, $.001 par value, 191,200,000 shares authorized, 89,610,011 (includes 59,100 in treasury) and 88,415,764 (includes 59,100 in treasury) shares issued and outstanding as of June 30, 2006 and December 31, 2005, respectively		89			88
Additional paid-in capital		1,857,672			1,799,068
Accumulated other comprehensive income		15,458			9,906
Distributions in excess of net income		(49,356	)		(98,553	)
Common shares in treasury, at cost, 59,100 shares as of June 30, 2006 and December 31, 2005, respectively		(1,327	)		(1,327	)
Total shareholders’ equity		1,822,536			1,709,182
Total liabilities & shareholders’ equity	$	4,557,560		$	4,497,529