MID ATLANTIC REALTY TRUST
8-A12B, 1997-09-16
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                            MID-ATLANTIC REALTY TRUST
             (Exact name of registrant as specified in its charter)


              Maryland                                    52-1832411
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


170 W. Ridgely Road, Suite 300                            21093
   Lutherville, Maryland                               (Zip Code)
(Address of principal executive offices)



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 Interest,        New York Stock Exchange, Inc.  
par value $.01 per share

$35,466,000 aggregate principal amount       New York Stock Exchange, Inc.
  7.625% Convertible Subordinated
       Debentures due 2003




<PAGE>


Item 1.  Description of Registrant's Securities to be Registered

         The Registrant hereby incorporates the description of its Common Shares
of Beneficial  Interest,  par value $.01 per share,  contained in the Prospectus
included in its Registration Statement on Form S-11,  Registration No. 33-66386,
filed with the Commission on July 22, 1993,  under the heading  "DESCRIPTION  OF
COMMON SHARES OF BENEFICIAL INTEREST".

         The  Registrant  hereby  incorporates  the  description  of its  7.625%
Convertible  Subordinated  Debentures  due  2003,  contained  in the  Prospectus
included in its Registration Statement on Form S-11,  Registration No. 33-66386,
filed with the Commission on July 22, 1993,  under the heading  "DESCRIPTION  OF
THE DEBENTURES".


Item 2.  Exhibits

         The following  documents are included as Exhibits to this  Registration
Statement as filed with the New York Stock Exchange, Inc.:

         1.  All exhibits required by Instruction II to Item 2 will be supplied
to the New York Stock Exchange, Inc.



                                    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.




                                       MID-ATLANTIC REALTY TRUST
Date:  September 16, 1997


                                       By:__________________________________
                                          F. Patrick Hughes
                                          President and Chief Executive Officer


R19552.633 Y:3


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