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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
BRANDYWINE REALTY TRUST
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(Exact Name of Registrant as Specified in Its Charter)
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MARYLAND 23-2413352
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
16 Campus Boulevard
Newtown Square, Pennsylvania 19073
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the If this form relates to the registration
registration of a class of of a class of debt securities and is to
debt securities and is become effective simultaneously with the
effective upon filing pursuant effectiveness of a concurrent
to General Instruction registration statement under the
(A)(c)(1) please check the Securities Act of 1933 pursuant to
following box. [ ] General Instruction (A)(c)(2) please
check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class if to be Registered
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Common Shares of Beneficial Interest American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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This Form 8-A/A amends the Company's Form 8-A dated March 24,
1986, as previously amended by a Form 8 dated June 4, 1986 and a Form 8 dated
July 23, 1986.
Item 1 is hereby amended in its entirety to read as follows:
ITEM 1. DESCRIPTION OF REGISTRANTS'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the Section entitled "Description of
Shares of Beneficial Interest" contained in the registrant's Registration
Statement on Form S-11 (Registration No. 333-13969) filed on October 11, 1996,
as amended on November 7, 1996 and November 25, 1996 (the "Form S-11
Registration Statement").
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
BRANDYWINE REALTY TRUST
Date December 23, 1996 By: /s/ Gerard H. Sweeney
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Gerard H. Sweeney
President and Chief Executive Officer
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