SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Brandywine Realty Trust
(Name of Issuer)
Common Shares of Beneficial Interest
(Title of Class of Securities)
105368203
(CUSIP Number)
Mr. D. Pike Aloian
Rothschild Realty Inc.
1251 Avenue of the Americas
New York, New York 10020
(212) 403-3500
(Name, address and telephone number of person
authorized to receive notices and communications)
December 23, 1999
(Date of event which requires filing of this statement)
______________________
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13D-1(g), check the following box [ ].
<PAGE>
CUSIP No. 105368203 Page 2 of 3 pages
Item 1. Security and Issuer
This Amendment No. 1 (the "Amendment") amends the statement on
Schedule 13D that was filed on May 7, 1999 (the "Schedule 13D") by the
undersigned with respect to the common shares of beneficial interest,
par value $.01 per share (the "Common Shares"), of Brandywine Realty
Trust, a Maryland corporation (the "Company"), whose principal executive
offices are located at 14 Campus Boulevard, Suite 100, Newtown Square,
Pennsylvania 19073. Capitalized terms used herein and not otherwise
defined in this Amendment have the meanings set forth in the Schedule
13D.
Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on the Schedule 13D.
This Amendment amends Item 5(a), which is supplemented by the
addition of the following:
"As of the close of business on December 23, 1999, Five Arrows
may be deemed to beneficially own 4,875,000 Common Shares (consisting of
(i) 4,375,000 Preferred Shares held by Five Arrows, each of which is
convertible, at any time or from time to time at the option of the
reporting person, into one Common Share, subject to adjustment, and (ii)
500,000 Common Shares purchasable at any time or from time to time under
the Warrant). Such shares in the aggregate represent 11.5% of the
outstanding Common Shares of the Company (based on 37,499,720 Common
Shares of the Company outstanding as of August 15, 1999, as reported in
the Form 10-Q of the Company for the fiscal quarter ended September 30,
1999, as filed on November 15, 1999, plus the 4,875,000 Common Shares of
the Company reported herein)."
This Amendment also amends Item 5(c), which is supplemented by the
addition of the following:
"On June 30, 1999 Five Arrows purchased 416,666 Preferred
Shares. In consideration for the 416,666 Preferred Shares, Five Arrows
paid $22.56 per share for a total of $9,400,000. On December 23, 1999
Five Arrows purchased 2,916,667 Preferred Shares. In consideration for
the 2,916,667 Preferred Shares, Five Arrows paid $22.56 per share for a
total of $65,800,000."
<PAGE>
CUSIP No. 105368203 Page 3 of 3 pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 23, 1999
FIVE ARROWS REALTY SECURITIES III L.L.C.
By: /s/ D. Pike Aloian
D. Pike Aloian
Manager
ROTHSCHILD REALTY INVESTORS III L.L.C.
By: /s/ D. Pike Aloian
D. Pike Aloian
Manager
