SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ){1}
BRANDYWINE REALTY TRUST
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON SHARES
- -------------------------------------------------------------------------------
(Title of Class of Securities)
105368203
- -------------------------------------------------------------------------------
(CUSIP Number)
_____________________
Check the following box if a fee is being paid with this statement
<square>. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (SEE Rule 13d-7.)
**FOOTNOTES**
{1} The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, SEE
the NOTES).
<PAGE>
CUSIP NO. 105368203 13G PAGE 2 OF 8
PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MORGAN STANLEY INSTITUTIONAL FUND, INC.-
U.S. REAL ESTATE PORTFOLIO IRS # 13-3808424
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{* (A) <square>
(B) <square>
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
5 SOLE VOTING POWER
NUMBER OF
0
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
538,400
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
8 SHARED DISPOSITIVE POWER
PERSON
538,400
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES{*} <square>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7%
12 TYPE OF REPORTING PERSON{*}
IV, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 105368203 13G PAGE 3 OF 8
PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MORGAN STANLEY ASSET MANAGEMENT INC.
IRS #13-304-0307
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) <square>
(B) <square>
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
1,035,468
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
8 SHARED DISPOSITIVE POWER
PERSON
1,130,800
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,130,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES{*} <square>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.1%
12 TYPE OF REPORTING PERSON{*}
IA, CO
Morgan stanley Asset Management Inc. may be deemed to beneficially own the
shares reported herein in its capacity as the investment adviser of Morgan
Stanley Institutional Fund, Inc., whose holdings are being simultaneously
reported herein.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 105368203 13G PAGE 4 OF 8
PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MORGAN STANLEY GROUP INC.
IRS #13-283-8891
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) <square>
(B) <square>
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
0
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
1,035,468
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
8 SHARED DISPOSITIVE POWER
PERSON
1,130,800
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,130,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES{*} <square>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.1%
12 TYPE OF REPORTING PERSON{*}
IA, CO
Morgan Stanley Group Inc. may be deemed to beneficially own the shares reported
herein in its capacity as the owner of all the outstanding capital of Morgan
Stanley Asset Management Inc. This holding is being simultaneously reported
herein by Morgan Stanley Asset Management Inc.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(A). NAME OF ISSUER:
The name of the Issuer is Brandywine Realty Trust (the "Company").
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the principal executive offices of the Company is:
16 Campus Boulevard
Suite 150
Newtown Square, PA 19103-2799
ITEM 2(A). NAME OF PERSON FILING:
(a) Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate
Portfolio
(b) Morgan Stanley Asset Management Inc.
(c) Morgan Stanley Group Inc.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
(a) 1221 Avenue of the Americas, New York, New York 10020
(b) 1221 Avenue of the Americas, New York, New York 10020
(c) 1585 Broadway, New York, New York 10036
ITEM 2(C). CITIZENSHIP:
Incorporated by reference to item 4 of the cover page pertaining to
each reporting person.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
This statement relates to the Company's Common Stock, par value
$.01 per share.
ITEM 2(E). CUSIP NUMBER:
The CUSIP Number is 105368203.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) Morgan Stanley Institutional Fund is (d) an investment company
registered under Section 8 of the Investment Company Act of 1940.
(b) Morgan Stanley Asset Management Inc. is (e) an Investment
Adviser registered under section 203 of the Investment Advisers Act
of 1940.
(c) Morgan Stanley Group Inc. is (e) an Investment Adviser
registered under section 203 of the Investment Advisers Act of
1940.
ITEM 4. OWNERSHIP.
Incorporated by reference to Items (5)-(9) and (11) of the cover
page pertaining to each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Accounts managed on a discretionary basis by Morgan Stanley Asset
Management Inc., a wholly owned subsidiary of Morgan Stanley Group
Inc., are known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from, the sale of
<PAGE>
such securities. No such account other than Morgan Stanley
Institutional Fund, Inc., as reported herein, holds more than 5
percent of the class.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
JANUARY 14, 1997
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(DATE)
/s/ Harold J. Schaaff, Jr.
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(SIGNATURE)
/s/Harold J. Schaaff, Jr.
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Harold J. Schaaff, Jr./Vice President
MORGAN STANLEY INSTITUTIONAL FUND, INC.-
U.S. REAL ESTATE PORTFOLIO
JANUARY 14, 1997
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(DATE)
/s/Peter A. Nadosy
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(SIGNATURE)
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PETER A. NADOSY/VICE CHAIRMAN
MORGAN STANLEY ASSET MANAGEMENT INC.
JANUARY 14, 1997
---------------------------------------
(DATE)
/s/Edward J. Johnsen
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(SIGNATURE)
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EDWARD J. JOHNSEN/AUTHORIZED PERSON
MORGAN STANLEY GROUP INC.
<PAGE>
INDEX TO EXHIBITS PAGE
EXHIBIT 1 Agreement to Make a Joint Filing 1
EXHIBIT 2 Secretary's Certificate Authorizing Edward J. Johnsen
to Sign on behalf of Morgan Stanley Group Inc. 2
<PAGE>
EXHIBIT 1 TO SCHEDULE 13G
-----------------------------
JANUARY 14, 1997
-----------------------------
MORGAN STANLEY INSTITUTIONAL FUND, INC.-U.S. REAL ESTATE PORTFOLIO,
MORGAN STANLEY GROUP INC. and MORGAN STANLEY ASSET MANAGEMENT INC. hereby
agree that unless differentiated, this Schedule 13G is filed on behalf of
each of the parties.
By: /s/Harold J. Schaaff, Jr.
______________________________________
Morgan Stanley Institutional Fund, Inc.- U.S. Real Estate Portfolio
Harold J. Schaaff, Jr./Vice President
By: /s/Peter A. Nadosy
______________________________________
Morgan Stanley Asset Management Inc.
Peter A. Nadosy/Vice Chairman
By: /s/Edward J. Johnsen
______________________________________
Morgan Stanley Group
Edward J. Johnsen/Authorized Person
<PAGE>
MORGAN STANLEY
EXHIBIT 2
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SECRETARY'S CERTIFICATE
-----------------------
I, Charlene R. Herzer, a duly elected and acting Assistant
Secretary of Morgan Stanley Group Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"),
certify that the following resolutions were duly and validly adopted by a
Consent in Lieu of a Meeting of the Executive Committee of the Board of
Directors of the Corporation dated as of October 19, 1995 and that such
resolutions are in full force and effect on the date hereof:
RESOLVED, that the resolutions adopted on
September 8, 1993 and April 17, 1995 relating to
signatories to certain reports to be filed with the
Securities and Exchange Commission (the "SEC") are
superseded in their entirety by these resolutions and
Stuart J. M. Breslow, Robert G. Koppenol and Edward J.
Johnsen are severally authorized and directed to sign
on behalf of the Corporation any reports to be filed
under Section 13 and Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and
regulations thereunder, with the Securities and
Exchange Commission, such authorizations to cease
automatically upon termination of employment with any
affiliate of the Corporation; and
RESOLVED FURTHER, that all actions heretofore
taken by Stuart J. M. Breslow, Robert G. Koppenol and
Edward J. Johnsen that are within the authority
conferred by the foregoing resolution are approved,
ratified and confirmed in all respects.
RESOLVED, that any and all actions to be taken,
caused to be taken or heretofore taken by any officer
of the Corporation in executing any and all documents,
agreements and instruments and in taking any and all
steps (including the payment of all expenses) deemed by
such officer as necessary or desirable to carry out the
<PAGE>
MORGAN STANLEY
intents and purposes of the foregoing resolutions are
authorized, ratified and confirmed.
IN WITNESS WHEREOF, I have hereunto set my name and affixed the
seal of the Corporation as of the 28th day of August, 1996.
/S/ CHARLENE R. HERZER
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CHARLENE R. HERZER
ASSISTANT SECRETARY
[SEAL]
<PAGE>
