FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CORPORATE OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 23-2947217
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
One Logan Square, Suite 1105
Philadelphia, PA 19103
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common shares of beneficial The New York
interest, $0.01 par value Stock Exchange
per share
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box./X/
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box./ /
Securities Act registration Statement file number to which this form
relates:
__________________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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(Title of class)
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Item 1: Description of Registrant's Securities to be Registered.
The information required by Item 202 of Regulation S-K is contained in the
Registration Statement on Form S-4 (Registration No. 333-45649) (the
"Registration Statement") of Corporate Office Properties Trust (the "Company"),
filed with the Securities and Exchange Commission on February 5, 1998, as
amended from time to time, under the caption "Proposal I--Reformation of the
Company--Description of Shares of Beneficial Interest" which is incorporated
herein by reference.
Item 2: Exhibits.
1. Amended and Restated Declaration of Trust of the Company is set forth as
Appendix B of the Registration Statement and is incorporated herein by
reference.
2. By laws of the Company are set forth as Appendix C of the Registration
Statement and is incorporated herein by reference.
3. Form of Certificate for the Company's Common Shares of Beneficial
Interest is set forth as Exhibit 4.1 to the Registration Statement and is
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CORPORATE OFFICE PROPERTIES
TRUST
(Registrant)
By: /s/ Thomas D. Cassel
---------------------------------
Name: Thomas D. Cassel
Title: Vice President, Finance
Date: April 7, 1998
