LIBERTY PROPERTY TRUST
S-3, 2000-09-01
REAL ESTATE INVESTMENT TRUSTS
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  As filed with the Securities and Exchange Commission, via EDGAR, on
                                                      September 1, 2000
                                         REGISTRATION NO. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                                 FORM S-3
                          REGISTRATION STATEMENT
                                  Under
                        THE SECURITIES ACT OF 1933



                          Liberty Property Trust
         (Exact name of Registrant as specified in its charter)



Maryland                                                     23-7768996
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                Identification Number)




        65 Valley Stream Parkway, Malvern, Pennsylvania 19355
                             (610) 648-1700
     (Address, including zip code, and telephone number, including
         area code, of Registrant's principal executive offices)



                         James J. Bowes, Esquire
                        65 Valley Stream Parkway
                       Malvern, Pennsylvania 19355
                            (610) 648-1700
       (Name, address, including zip code, and telephone number,
              including area code, of agent for service)


Approximate date of commencement of the proposed sale to the public:
From time to time after this Registration Statement becomes effective.



If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]

<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: [x]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering:
[ ]
     ---------------------

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
                                                   -------------------

If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, please check the following box: [ ]

                   CALCULATION OF REGISTRATION FEE
<TABLE>
=========================================================================================
                                                               PROPOSED
                                                PROPOSED        MAXIMUM
                                 AMOUNT          MAXIMUM       AGGREGATE       AMOUNT OF
  TITLE OF EACH CLASS OF         TO BE        OFFERING PRICE    OFFERING     REGISTRATION
SECURITIES TO BE REGISTERED   REGISTERED (1)   PER UNIT (2)     PRICE (2)         FEE
-----------------------------------------------------------------------------------------
<S>                           <C>             <C>              <C>            <C>
Common Shares of Beneficial
  Interest, $0.001 par
  value (2)                    314,709         $26.46875       $8,329,953.84   $2,200
=========================================================================================
</TABLE>

(1)  Estimated solely for the purpose of computing the registration
fee, pursuant to Rule 457(g) under the Securities Act, and, in
accordance with Rule 457(c) under the Securities Act, based on the
average of the high and low reported sale prices of the common shares
of beneficial interest of Liberty Property Trust on the New York Stock
Exchange on August 30, 2000.

(2)  Includes rights to purchase Series A Junior Participating
Preferred Shares of the Trust.  No separate consideration is paid for
these rights and, as a result, the registration fee for these rights is
included in the fee for the common shares.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS, MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.

<PAGE>
To appear vertically in left margin of prospectus:

The information in this prospectus is not complete and may be changed
or supplemented.  We cannot sell any of the securities described in
this prospectus until the registration statement that we have filed to
cover the securities has become effective under the rules of the
Securities and Exchange Commission.  This prospectus is not an offer to
sell the securities, nor is it a solicitation of an offer to buy the
securities, in any state where an offer or sale of the securities is
not permitted.

<PAGE>

                           Subject to Completion
              Preliminary Prospectus dated September 1, 2000

PROSPECTUS

                             314,709 SHARES
                         LIBERTY PROPERTY TRUST
                 COMMON SHARES OF BENEFICIAL INTEREST

This prospectus may be used only in connection with the resale by
several of our shareholders, from time to time, of up to 314,709 of our
common shares.  These common shares will be sold by the shareholders
for their own accounts, and we will not receive any proceeds from the
sale of these common shares.  These shareholders received the common
shares in exchange for units of limited partnership interest in our
operating partnership, Liberty Property Limited Partnership.

These shareholders may offer the common shares to purchasers in
transactions on the New York Stock Exchange, in negotiated transactions
or by other methods, at varying prices.  For a fuller description of
the various methods by which the common shares may be sold, see the
section of this prospectus entitled "Plan of Distribution."

The common shares are traded on the New York Stock Exchange under the
symbol "LRY."  On August 30, 2000, the last reported sale prices of the
common shares on the New York Stock Exchange was $26.46875 per share.

See "Risk Factors" beginning on page 4 of this prospectus for a
description of risks that should be considered by purchasers of the
common shares.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities described in
this prospectus or passed upon the accuracy or adequacy of this
prospectus.  Any representation to the contrary is a criminal offense.

The date of this prospectus is               , 2000.

<PAGE>
                        ABOUT THIS PROSPECTUS

This prospectus  describes certain securities of Liberty Property
Trust, which is a real estate investment trust, and Liberty Property
Limited Partnership, which is a limited partnership.  We sometimes
refer to the Trust and the Operating Partnership together, along with
their subsidiaries and affiliates, using the words "we," "our" or "us,"
or as the "Company."  As we describe below in the section entitled
"Where to Find Additional Information," we have filed and plan to
continue to file other documents with the SEC that contain information
about us.  Before you decide whether to invest in the common shares,
you should read this prospectus and the information we otherwise file
with the SEC.

                 WHERE TO FIND ADDITIONAL INFORMATION

We are required by federal securities laws to file certain information
with the SEC.  You can access this material on the SEC's Internet
website, at http://www.sec.gov.  You can also read and copy this
material at the SEC's public reference room, located at 450 Fifth
Street, N.W., Washington, DC  20549.  Please call the SEC at (800) 732-
0330 for information on how the public reference room operates.  In
addition, the common shares are listed on the NYSE, and you can obtain
our reports, proxy statements and other information about us at the
offices of the NYSE, located at 20 Broad Street, New York, New York
10005.

We will also send you copies of the material we file with the SEC, free
of charge, upon your request.  Please call or write our Investor
Relations department at:

            65 Valley Stream Parkway
            Malvern, Pennsylvania 19355
            Telephone No.: (610) 648-1700

The SEC allows us to "incorporate by reference" into this prospectus
certain important information about us.  This means that the
information in this prospectus is not complete, and you should read the
information incorporated by reference for more detail.  We incorporate
by reference in two ways.  First, we list certain documents that we
have already filed with the SEC.  The information in these documents is
considered part of this prospectus.  Second, we may in the future file
additional documents with the SEC.  When filed, the information in
these documents will update and supersede the current information in,
and incorporated by reference in, this prospectus.

We incorporate by reference the documents listed below, and any other
documents we file with the SEC under Section 13(a), 13(c), 14 or 15 of
the Securities Exchange Act of 1934 until the offering described in
this prospectus is completed:

     (a)  The Trust's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;

     (b)  The Trust's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000;

<PAGE>
     (c)  The description of the Trust's common shares contained in the
Registration Statement on Form 8-A of the Trust registering the common
shares under Section 12 of the Securities Exchange Act of 1934; and

     (d)  The description of the Trust's preferred share purchase
rights contained in the Registration Statement on Form 8-A of the Trust
registering the preferred shares purchase rights under Section 12 of
the Securities Exchange Act of 1934.

This prospectus is part of our registration statement.  We have filed
the registration statement with the SEC under the Securities Act of
1933 to register the common shares that we are offering by this
prospectus.  Not all of the information in the registration statement
appears in this prospectus.  For more detail, you can read the entire
registration statement, and all of the exhibits filed with it, at the
SEC's offices or website as described above.

You should rely on the information that is in this prospectus, or
incorporated by reference.  You should not, however, assume that the
information that appears directly in this prospectus is accurate or
complete as of any date other than the date on the front cover


<PAGE>
                            RISK FACTORS

Investing in the common shares can involve various risks.  We have
described below the risks that we believe are material to your
investment decision.

Risks That Are Generally Applicable To Investments In Companies That
Own, Operate And Develop Real Estate

We Depend on Our Tenants and Our Ability to Renew Leases and Relet
Space.  Our cash flow from operations depends on our ability to lease
space to tenants, on economically favorable terms, in our properties
currently in operation and those under development.  If our tenants do
not renew their leases as they expire, we may not be able to relet the
space.  Some leases that are renewed, and some new leases for space
that we relet, may have terms that are less economically favorable to
us than current lease terms, or may require us to incur significant
costs, such as for renovations.  These events could adversely affect
our cash flow from operations and our ability to make expected
distributions to shareholders.

Our cash flow from operations also could be adversely affected if one
or more significant tenants fail to pay rent or become bankrupt.  Also,
if a tenant defaults on a lease, we may experience delays and costs in
enforcing our rights as landlord.

We could also be adversely affected by various facts and events over
which we have no control, such as:

     - a lack of demand for space in the areas where our properties are
       located

     - inability to attract tenants

     - economic or physical decline of the areas where our properties
       are located

     - physical damage to our properties

     - the national, state and local economic climate and real

     - estate conditions, such as oversupply of or reduced demand for
       space and changes in market rental rates

     - the need to periodically renovate, repair and relet our space

     - increasing operating costs, including real estate taxes and
       utilities, which may not be passed  through to tenants

     - defaults by our tenants or their failure to pay rent on a timely
       basis

     - uninsured losses

A significant portion of our expenses of real estate investments, such
as mortgage and debt service payments, real estate taxes, insurance and
maintenance costs, are generally not reduced when circumstances cause a

                                -2-

<PAGE>
decrease in income from our properties.

There are Risks Associated with Developing and Acquiring Properties.
We intend to continue to develop and acquire properties.  Our
acquisition and development activities include the risks that:

     - our construction and leasing up of a property may not be

     - completed on schedule, which could result in increased debt

     - service expenses and construction costs

     - we may exceed our original or budgeted estimates, possibly

     - making the property uneconomical

     - some acquisitions and developments may fail to perform in
       accordance with our expectations

     - we may have to abandon some development projects

Our development activities are also subject to risks relating to our
inability to obtain, or delays in obtaining, all necessary zoning,
land-use, building, occupancy and other required governmental permits
and authorizations.

We anticipate that future acquisitions and development will be financed
through secured or unsecured financing, including our $450 million
credit facility.  Also, we intend to sell securities in capital
markets.  It is possible that financing on desirable terms may become
unavailable, and that we would not be able to continue our acquisitions
and development.  If this occurs, our ability to distribute cash to our
shareholders might be adversely affected.  Also, our newly developed or
acquired properties could be foreclosed on.

If any particular property that we develop is not successful, we could
lose more than we invested in that property.

Real Estate Investments Are Illiquid, and We May Not Be Able to Sell
Properties When Appropriate.  Real estate generally cannot be sold
quickly.  We may not be able to alter our portfolio or properties
promptly in response to economic or other conditions.  In addition,
provisions of the Internal Revenue Code limit a REIT's ability to sell
properties in some situations when it may be economically advantageous
to do so, thereby adversely affecting returns to our shareholders and
adversely impacting our ability to meet our obligations to the holders
of our other securities.

We Experience Competition in Our Industry.  We experience a great deal
of competition in locating land to develop, properties to acquire and
tenants for properties.  If the availability of land for development or
high quality properties to acquire in our markets diminishes, our
operating results could be adversely affected.

Increasing Operating Costs Could Adversely Affect Cash Flow.  Our
properties are subject to operating risks common to commercial real
estate, any and all of which could adversely affect occupancy or rental

                                -3-

<PAGE>
rates.  Our properties are subject to increases in our operating
expenses such as cleaning, electricity, heating, ventilation and air
conditioning; elevator repair and maintenance; insurance and
administrative costs; and other costs associated with security,
landscaping, repairs and maintenance of our properties.  While our
tenants generally are currently obligated to pay a portion of these
costs, there is no assurance that tenants will agree to pay these costs
upon renewal or that new tenants will agree to pay these costs
initially.  If operating expenses increase in some or all of our
markets, we may not be able to increase rents in all of these markets
so as to meet increased expenses without at the same time decreasing
occupancy rates.  If this occurs, our ability to pay distributions to
our shareholders and service our indebtedness could be adversely
affected.

Some Potential Losses Are Not Covered by Insurance.  We carry
comprehensive liability, fire, extended coverage and rental loss
insurance on all of our properties.  However, losses arising from acts
of war or relating to pollution are not generally insured because they
are either uninsurable or not economically insurable.  If an uninsured
loss or a loss in excess of insured limits should occur, we could lose
our capital invested in a property, as well as any future revenue from
the property.  We would nevertheless remain obligated on any mortgage
indebtedness or other obligations related to the property.

There Are Possible Environmental Liabilities in our Operations.
Various federal, state and local laws, ordinances and regulations
designed to protect the environment may require us to investigate and
clean up damage to our properties from hazardous materials.  These
environmental laws often impose liability regardless of whether we knew
of, or were responsible for, the damage.  Also, the presence of
hazardous materials on a property, or the damage caused by those
materials, may make it impossible to sell or rent the property or use
it as collateral.  Our liability for the costs of cleaning up
environmental damage is generally not limited under environmental laws
and could exceed the value of the property and/or our aggregate assets.
Also, private plaintiffs can sue us for personal injury or initiate
other causes of action if hazardous materials are found on our
properties.

We may incur environmental liability on some of our properties, and may
have to comply with rules and regulations regarding business-related
activities on our properties as they affect the environment.  Our
failure to comply with those requirements could result in difficulty in
leasing or selling any affected property or in our incurrence of
monetary penalties and fines in addition to the costs necessary to
attain compliance.

                                 -4-

<PAGE>
Debt Servicing and Refinancing, Increases In Interest Rates And
Financial Covenants Could Adversely Affect Our Economic Performance

We May Not be Able to Access Financial Markets to Obtain Capital.  In
order to qualify as a REIT for federal income tax purposes, we are
required to distribute 95% of our taxable income (90% of our taxable
income for taxable years beginning after December 31, 2000) to our
shareholders each year.  As a result, we rely on third party capital
sources for many of our capital needs, including capital for
acquisitions and development.  The public debt and equity markets are
among the sources we rely on.  There is no guarantee that we will be
able to access these markets, or any other source of capital.  Our
ability to access the public debt and equity markets depends on a
variety of factors, including:

     - general economic conditions affecting these markets

     - our own financial structure and performance

     - the market's opinion of REITs in general

     - the market's opinion of REITs that own properties like ours

We Are Indebted to Various Lenders and May Suffer Adverse Effects as a
Result of the Terms of this Debt.  Our required payments on the
mortgages and other indebtedness on some of our properties generally
are not reduced if the economic performance of the property declines.
If the economic performance of a property declines, our income, cash
from operations and cash available for distribution to our shareholders
will be reduced.  If we cannot make payments on our debt, we could
sustain a loss, suffer foreclosures by mortgagees or suffer judgments
against us.

Further, some of our obligations, including our exchangeable
subordinated debentures due in 2001 and our credit facility, contain
cross-default and/or cross-acceleration provisions, which means that a
default on one obligation may constitute a default on other
obligations.  Our exchangeable subordinated debentures are exchangeable
for our common shares, and, depending on how many debentures are
exchanged prior to the time they mature, we may not have sufficient
cash to repay the principal due on the debentures upon their maturity.
If this happens, we would be forced to meet our obligations through
refinancings, which may not be available on attractive terms.

Also, some of our indebtedness, including that incurred under our
credit facility, bears interest at variable rates and we therefore are
at risk of increasing interest rates.  If interest rates increase, we
may not be able to refinance the credit facility, or any other
indebtedness, on attractive terms.  We also may not be able to
refinance any indebtedness we incur in the future.

Finally, we may not be able to obtain funds by selling assets or
raising equity to make required payments on maturing indebtedness.

Rising Market Interest  Rates  Could  Adversely  Affect Cash Flow.
Increases in interest  rates could  increase our operating
partnership's  interest  expense, which could adversely  affect the

                                -5-

<PAGE>
ability to service our  indebtedness or our ability to pay
distributions  to  our shareholders.  Outstanding advances under our
credit facility bear interest at variable rates.  In addition, we may
incur indebtedness in the future that also bears interest at a variable
rate.

Risks Applicable To Our Efforts To Enter New Markets

At times we may attempt to expand our operations into markets where we
don't currently operate.  When we determine whether to enter a new
market, we consider the market's demographics, job growth, employment,
real estate fundamentals and competition.  We may not be able to find
attractive new markets, and we may not achieve our anticipated results
in the new markets we do enter.  If this occurs, our cash from
operations may be adversely affected.

We Depend On Conditions In Our Primary Markets

Our properties are located principally in specific geographic areas in
the Southeastern, Mid-Atlantic and Midwestern United States, and our
performance is therefore dependent on economic conditions in these
areas.  Like much of the country, these areas have experienced periods
of economic decline.

We Are Required To Comply With Various Tax Laws

We Could Suffer Adverse Consequences if We Fail to Qualify as a REIT.
Although we believe that we qualify as a REIT under federal tax laws,
we cannot be certain that we in fact qualify, or that we will remain
qualified.  Qualification as a REIT involves the application of highly
technical and complex provisions of the Internal Revenue Code, as to
which there are only limited judicial or administrative
interpretations.  The complexity of these provisions and of the related
income tax regulations is greater in the case of a REIT that holds its
assets in partnership form, as we do.  Moreover, no assurance can be
given that new tax laws will not significantly affect our qualification
as a REIT or the federal income tax consequences of such qualification.
New laws could be applied retroactively, which means that our past
operations could be found to be in violation, which would have a
negative effect on our business.  Presently, we have no reason to
expect a change in the tax laws that would significantly and adversely
affect our qualification and operation as a REIT.

If we fail to qualify as a REIT in any taxable year, we would not be
able to deduct our distributions to shareholders when computing our
taxable income.  If this happened, we would be subject to federal
income tax on our taxable income at regular corporate rates.  Also, we
could be prevented from qualifying as a REIT for the four years
following the year in which we were disqualified.  Further, if we
requalified as a REIT after failing to qualify, we might have to pay
the full corporate-level tax on any unrealized gain in our assets
during the period we were not qualified as a REIT.  We would then have
to distribute to our shareholders the earnings we accumulated while we
were not qualified as a REIT.  These additional taxes would reduce our
funds available for distribution to our shareholders for each of the
years involved.  In addition, while we were disqualified as a REIT, we
would not be required by the Internal Revenue Code to make

                                 -6-

<PAGE>
distributions to our shareholders.

Although we intend to continue to operate and qualify as a REIT, future
economic, market, legal, tax or other considerations may cause our
Board of Trustees to revoke our election to qualify as a REIT.  This
decision requires the consent of the holders of a majority of the
voting interests of all of our outstanding common shares.

For more information about federal income tax law as it affects us,
including a discussion of the qualification of the Operating
Partnership as a partnership for federal income tax purposes, see
section of this prospectus entitled "Federal Income Tax Considerations
with Respect to the Trust and the Operating Partnership-Classification
as a Partnership".

Certain Officers and Trustees of the Trust May Not Have the Same
Interests as Our Shareholders as to Certain Tax Laws.  Certain officers
and trustees of the Trust own units of limited partnership interest in
the Operating Partnership.  These units may be exchanged for our common
shares.  The officers and trustees who own those units and have not yet
exchanged them for our common shares may suffer different and more
adverse tax consequences than holders of our common shares suffer in
certain situations:

     - when certain of our properties are sold

     - when debt on those properties is refinanced

     - if we are involved in a tender offer or merger

The Trust also owns units in the Operating Partnership.  Because the
Trust, as well as the trustees and officers who own units, face
different consequences than our shareholders do, the Trust and those
trustees and officers may have different objectives as to these
transactions than our shareholders do.

Risks Applicable To Limitations On The Change Of Control Of The Trust

Our Shares have an Ownership Limit.  To qualify as a REIT, five or
fewer individuals cannot own, directly or indirectly, more than 50% in
value of our outstanding shares of beneficial interest.  To this end,
our Declaration of Trust, among other things, generally prohibits any
holder of the Trust's shares from owning more than 5.0% of the Trust's
outstanding shares of beneficial interest, unless that holder gets the
consent of our Board of Trustees.  This limitation could prevent the
acquisition of control of the Company by a third party without the
consent of our Board of Trustees.

We Have a Staggered Board and Certain Restrictive Nominating
Procedures.  Our Board of Trustees has three classes of trustees.  The
term of office of one class expires each year.  Trustees for each class
are elected for three-year terms as that class' term expires.  The
terms of the Class I, Class II and Class III trustees expire in 2001,
2002 and 2003, respectively.  Any nominee for trustee must be selected
under the nominating provisions contained in our Declaration of Trust

                                 -7-

<PAGE>
and By-Laws.  The staggered terms for trustees and the nominating
procedures may affect our shareholders' ability to take control of the
Company, even if a change in control was in the shareholders' interest.

Our Board Can Issue Preferred Shares.  Our Declaration of Trust
authorizes our Board of Trustees to issue preferred shares of
beneficial interest and to establish the preferences and rights of any
shares issued.  The issuance of preferred shares could have the effect
of delaying, making or preventing a change of control of the Company,
even if a change in control was in the shareholders' interest.

We Have a Poison Pill.  Under our shareholder rights plan, rights are
issued along with each of the Trust's common shares.  Holders of these
rights can purchase from us, under certain conditions, a portion of a
preferred share of beneficial interest, or receive common shares of the
Trust, or common shares of an entity acquiring us, or other
consideration, having a value equal to twice the exercise price of the
right.  The exercise price of the right is $200.  This arrangement is
often called a "poison pill."  Our poison pill could have the effect of
delaying or preventing a change of control of the Company, even if a
change in control was in the shareholders' interest.

Limitations on Acquisition of And Changes in Control Pursuant to
Maryland Law.  The Maryland General Corporation Law contains provisions
which are applicable to the Trust as if the Trust were a corporation.
Among these provisions is a section, referred to as the "control share
acquisition statute," which eliminates the voting rights of shares
acquired in quantities so as to constitute "control shares," as defined
under the MGCL.  The MGCL also contains provisions applicable to us
that are referred to as the "business combination statute," which would
generally limit business combinations between the Company and any 10%
owners of the Trust's shares or any affiliate thereof.  These
provisions may have the effect of inhibiting a third party from making
an acquisition proposal for our company or of delaying, deferring or
preventing a change in control of our company under circumstances that
otherwise could provide the holders of our common shares with the
opportunity to realize a premium over the then current market price.

Various Factors Could Hurt The Market Value Of Our Publicly Traded
Securities

Market Conditions Could Change for the Worse.  As with other publicly
traded securities, the value of our publicly traded securities depends
on various market conditions, which may change from time to time.  In
addition to general economic and market conditions and our particular
financial condition and performance, the value of our publicly traded
securities could be affected by, among other things, the extent of
institutional investor interest in us and the market's opinion of REITs
in general and, in particular, REITs that own and operate properties
similar to ours.

The market value of the equity securities of a REIT may be based
primarily upon the market's perception of the REIT's growth potential
and its current and future cash distributions, and may be secondarily
based upon the real estate market value of the underlying assets.  Our

                                -8-

<PAGE>
failure to meet the market's expectations with regard to future
earnings and cash distributions likely would adversely affect the
market price of our common shares.

Rising Market Interest Rates Could Harm the Market Prices of Our
Securities.  If market interest rates increase, purchasers of the
Trust's common shares may demand a higher annual yield on the price
they pay for their shares.  This could adversely affect the market
price of the Trust's common shares.

We Make Forward-Looking Statements Which May Not Come True

The Private Securities Litigation Reform Act of 1995 provides us with a
"safe harbor" for forward-looking statements we make.  This means that
we may not be liable to our shareholders if the projections we make
about our future operations or performance do not come true.  Certain
materials that we have filed or will file with the SEC, and that we
incorporate by reference in this Prospectus, contain forward-looking
statements.  These may include projections about the performance of
properties we acquire (including pro forma financial information that
we file about those properties) and other business development
activities.  We may also make forward-looking statements about future
capital expenditures, access to financing sources, the effects of
regulations (including environmental regulations) and competition in
our operations.  These forward-looking statements involve important
risks and uncertainties that could significantly affect our future
results, which may not meet our expectations.  Among other things,
these risks and uncertainties could include the types of risks
discussed in this "Risk Factors" section.

                                  -9-

<PAGE>
                             THE COMPANY

Liberty Property Trust (the "Trust") is a self-administered and self-
managed Maryland real estate investment trust ("REIT") that was formed
to continue and expand the commercial real estate business of Rouse &
Associates, a developer and manager of commercial real estate
in the Southeastern, Mid-Atlantic and West Coast markets, founded in
1972.  We provide leasing, property management, acquisition,
development, construction and design management and other related
services to its portfolio of industrial and office properties.

On a consolidated basis, substantially all of the Trust's assets are
owned directly or indirectly by, and all of the Trust's operations are
conducted directly or indirectly by, Liberty Property Limited
Partnership (the "Operating Partnership").  The Trust is the sole
general partner and also is a limited partner of the Operating
Partnership.  Unless the context otherwise requires, as used in this
Prospectus, (i) the term "Operating Partnership" includes Liberty
Property Limited Partnership and its subsidiaries (and, where the
context indicates, its predecessor entities, Rouse & Associates, a
Pennsylvania general partnership, and certain affiliated entities) and
(ii) the term "Company" includes the Trust and the Operating
Partnership.

Our executive offices are located at 65 Valley Stream Parkway, Malvern,
Pennsylvania 19355.  The telephone number is (610) 648-1700.  The
Company maintains offices in each of its primary markets.

                          SELLING SHAREHOLDERS

The following table contains information as to the beneficial ownership
of the common shares by the shareholders referred to on the cover of
this prospectus (the "Selling Shareholders").  This information is
given as of the date of this prospectus.  Assuming the sale by the
Selling Shareholders of all of the common shares available for resale
under this prospectus, neither Selling Shareholder will own any of our
outstanding common shares.

<TABLE>
                                          Pre-Offering                        Post-Offering (1)
                                ------------------------------------    -----------------------------
                                Total Number                            Total Number
                                 of Common                               of Common
                                   Shares                    Common        Shares
                                Benefically    Percentage     Shares    Beneficially     Percentage
Selling Shareholder                Owned      of Class (2)   Offered        Owned       of Class (2)
-----------------------------   -----------   ------------   -------    ------------    -------------
<S>                             <C>           <C>            <C>        <C>             <C>
Walton Street Real
  Estate Fund II, L.P.            311,562           *        311,562          0               0%

Walton Street Managers
  II, L.P.                          3,147           *          3,147          0               0%
------------
*     Indicates less than one percent.
(1)   Assumes the sale of all common shares offered by this prospectus by each Selling Shareholder to
      third parties unaffiliated with any Selling Shareholder.
(2)   These percentages are calculated in accordance with Section 13(d) of the Securities Exchange Act
      of 1934 and the rules thereunder.
</TABLE>

                                -10-

<PAGE>
The Selling Shareholders have not had any material relationship with us
within the past three years other than as a result of this acquisition
and  ownership of the units of limited partnership interest in exchange
for which the common shares they are offering were issued.  The Selling
Shareholders acquired their Operating Partnership limited partnership
units in connection with their contribution to the Operating
Partnership of certain assets on July 16, 1998.  In September 2000, the
Selling Shareholders acquired the common shares being registered by
this registration statement in exchange for their limited partnership
units.

Under the terms of a Registration Rights Agreement entered into by the
Trust and the Selling Shareholders at the time the Selling Shareholders
received the units which they exchanged for the common shares, the
Company agreed to register the common shares for resale by the Selling
Shareholders to permit the resale of the common shares from time to
time in the market or in privately-negotiated transactions.  The Trust
will prepare and file any amendments and supplements to the
registration statement that may be necessary in accordance with the
rules and regulations of the Securities Act to keep the registration
statement effective for a period of approximately two years.

The Company has agreed to bear certain expenses (other than broker
discounts, commissions and legal fees, if any, incurred by the Selling
Shareholders) in connection with the registration statement.

                  FEDERAL INCOME TAX CONSIDERATIONS
        WITH RESPECT TO THE TRUST AND THE OPERATING PARTNERSHIP

The following summary of the material federal income tax considerations
with respect to the Trust and the Operating Partnership regarding the
offering of the common shares is based on current law, is for general
information only and is not intended as tax advice. The tax treatment
of a holder of any of the common shares will vary depending on such
holder's particular situation, and this summary is addressed only to
holders that hold the common shares as capital assets and does not
attempt to address all aspects of federal income taxation relating to
holders of the common shares. Nor does it discuss all of the aspects of
federal income taxation that may be relevant to certain types of
holders (including insurance companies, tax-exempt entities, financial
institutions or broker-dealers, foreign corporations and persons who
are not citizens or residents of the United States) who are subject to
special treatment under the federal income tax laws.

EACH PROSPECTIVE PURCHASER OF COMMON SHARES IS ADVISED TO CONSULT HIS
OR HER OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM
OR HER OF THE PURCHASE, OWNERSHIP AND SALE OF THE COMMON SHARES AND OF
THE TRUST'S ELECTION TO BE TAXED AS A REAL ESTATE INVESTMENT TRUST,
INCLUDING THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES
OF SUCH PURCHASE, OWNERSHIP, SALE AND ELECTION AND OF POTENTIAL CHANGES
IN APPLICABLE TAX LAWS.

Taxation of the Trust

Management of the Trust believes that, commencing with the Trust's
taxable year ended December 31, 1994, the Trust has been organized and
operated in such a manner as to qualify as a REIT under Sections 856

                                -11-

<PAGE>
through 860 of the Code.  The Trust intends to continue to operate in
such a manner as to qualify for taxation as a REIT in the future, but
no assurance can be given that it has or will remain qualified.

The sections of the Code relating to qualification and operation as a
REIT are highly technical and complex.  The following sets forth the
material aspects of the Code sections that govern the federal income
taxation of a REIT.  This summary is qualified in its entirety by the
applicable Code provisions, rules and regulations promulgated
thereunder, and administrative and judicial interpretations thereof.

Management of Trust believes that, commencing with the Trust's taxable
year ended December 31, 1994, the Trust has been organized and operated
in conformity with the requirements for qualification and taxation as a
REIT under the Code, and its proposed method of operation will enable
it to continue to meet the requirements for qualification and taxation
as a REIT under the Code for future taxable periods.  It must be
emphasized that Management's belief is based on certain assumptions and
representations made by the Trust and the Operating Partnership as to
factual matters.  Moreover, such qualification and taxation as a REIT
depend upon the Trust's future ability to meet, through actual annual
operating results, certain distribution levels, the diversity of stock
ownership requirements and the various other qualification tests
imposed under the Code discussed below.  Accordingly, no assurance can
be given that the actual results of the Trust's operation for any
particular taxable year will satisfy such requirements.  For a
discussion of the tax consequences of failure to qualify as a REIT, see
"-- Failure to Qualify."

As a REIT, the Trust generally is not subject to federal corporate
income taxes on its net income that it currently distributes to
shareholders.  This treatment substantially eliminates the "double
taxation" (at the corporate and shareholder levels) that generally
results from investment in a corporation.  However, the Trust will be
subject to federal income or excise tax as follows.  First, the Trust
will be taxed at regular corporate rates on any undistributed real
estate investment trust taxable income, including undistributed net
capital gains.  Second, under certain circumstances, the Trust may be
subject to the "alternative minimum tax" on its items of tax
preference.  Third, if the Trust has (i) net income from the sale or
other disposition of "foreclosure property" (generally property
acquired by a REIT upon the default by a debtor with respect to
indebtedness secured by the property or upon the default by a lessee
where the REIT was the lessor) which is held primarily for sale to
customers in the ordinary course of business or (ii) other
nonqualifying income from foreclosure property, it will be subject to
tax at the highest corporate tax rate on such income.  Fourth, if the
Trust has net income from "prohibited transactions" (which are, in
general, certain sales or other dispositions of property held primarily
for sale to customers in the ordinary course of business, other than
foreclosure property and, effective for the Trust's taxable year ending
December 31, 1998 and thereafter, dispositions of property that occur
due to involuntary conversion), such income will be subject to a 100%
tax.  Fifth, if the Trust should fail to satisfy the 75% gross income
test or the 95% gross income test (discussed below), but has
nonetheless maintained its qualification as a REIT because certain
other requirements have been met, it will be subject to a 100% tax on

                                -12-

<PAGE>
an amount equal to (i) the gross income attributable to the greater of
the amount by which the Trust fails the 75% test or the 95% test in the
taxable year, multiplied by (ii) a fraction generally intended to
reflect the Trust's profitability.  Sixth, if the Trust should fail to
distribute during each calendar year at least the sum of (i) 85% of its
REIT ordinary income for such year, (ii) 95% of its REIT capital gain
net income for such year, and (iii) any undistributed taxable income
from prior periods, the Trust would be subject to a 4% excise tax on
the excess of such required distribution over the amounts actually
distributed.  Seventh, if the Trust acquires any asset from a
corporation, where some or all of the gain from the taxable disposition
of the asset would have been taxable to the corporation in a
transaction in which the basis of the asset in the Trust's hands is
determined by reference to the basis of the asset (or any other
property) in the hands of such corporation, and the Trust recognizes
gain on the disposition of such asset during the 10-year period
following acquisition of the asset, then, pursuant to guidelines issued
by the Internal Revenue Service (the "IRS"), to the extent of the
"built-in gain" (the excess of the fair market value of the asset on
the date acquired over its adjusted tax basis at that date in the case
of assets acquired from a C corporation), such gain will be subject to
tax at the Trust level at the highest regular corporate rate.  The
result described above with respect to the recognition of built-in gain
assumes the Trust is eligible to make, and makes, an election pursuant
to IRS Notice 88-19 or the temporary or final regulations issued under
Section 337(d) of the Code.

Requirements For Qualification

The Code defines a REIT as a corporation, trust or association (1) that
is managed by one or more trustees or directors; (2) the beneficial
ownership of which is evidenced by transferable shares, or by
transferable certificates of beneficial interest; (3) that would be
taxable as a domestic corporation, but for Sections 856 through 860 of
the Code; (4) that is neither a financial institution nor an insurance
company subject to certain provisions of the Code; (5) the beneficial
ownership of which is held by 100 or more persons; (6) during the last
half of each taxable year not more than 50% in value of the outstanding
stock of which is owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities as
"individuals" for these purposes); and (7) which meets certain other
tests, described below, regarding the nature of its income and assets.
The Code provides that conditions (1) to (4), inclusive, must be met
during the entire taxable year and that condition (5) must be met
during at least 335 days of a taxable year of 12 months, or during a
proportionate part of a taxable year of less than 12 months.  For
purposes of determining stock ownership under the rule limiting
ownership by five or fewer individuals, REIT shares held by a pension
fund generally are treated as held proportionately by its beneficiaries
and certain other attribution rules will apply.

The Trust has satisfied and will continue to satisfy conditions (1)
through (6) above.  In making the "five or fewer individuals"
determination, if treating interests in the Operating Partnership that
can be converted into shares of the Trust as converted into outstanding
shares would cause the Trust to fail that test, the interests are
deemed to have been converted.  In addition, the Trust's Declaration of

                              -13-

<PAGE>
Trust provides for restrictions regarding transfer of its shares, in
order to assist the Trust in continuing to satisfy the share ownership
requirements described in (5) and (6) above.  Such transfer
restrictions are included in the Trust's Declaration of Trust, filed as
an exhibit to a report incorporated by reference herein.  See
"Incorporation of Certain  Documents by Reference."

Code Section 856(i) provides that a corporation which is a "qualified
REIT subsidiary" is not to be treated as a separate corporation, and
all assets, liabilities, and items of income, deduction, and credit of
a "qualified REIT subsidiary" are treated as assets, liabilities, and
such items (as the case may be) of the REIT.  Effective for the Trust's
taxable year ending December 31, 1998, a qualified REIT subsidiary is
any corporation 100% of the stock of which is held by the REIT,
regardless of whether the REIT has held such corporation's stock at all
times during its existence.  In applying the requirements described
herein, the Trust's "qualified REIT subsidiaries" are ignored, and all
assets, liabilities, and items of income, deduction, and credit of such
subsidiaries will be treated as assets, liabilities and items of the
Trust.

In the case of a REIT which is a partner in a partnership, Treasury
Regulations (as defined below) provide that the REIT will be deemed to
own its proportionate share of the assets of the partnership and will
be deemed to be entitled to the income of the partnership attributable
to such share.  In addition, the character of the assets and gross
income of the partnership retain the same character in the hands of the
REIT for purposes of Section 856 of the Code, including satisfying the
gross income tests and the asset tests described below.  Thus, the
Trust's proportionate share of the assets, liabilities and items of
income of the Operating Partnership and the other partnerships through
which the Trust's properties are owned (the "Property Partnerships")
will be treated as assets, liabilities and items of  income of the
Trust for purposes of applying the requirements described herein.  The
references to the gross income or assets of the Trust, as discussed
immediately below in "Income Tests" and "Assets Tests," include the
Trust's proportionate share of the gross income or assets, as the case
may be, of the Operating Partnership and the Property Partnerships.

Income Tests

For the Trust to maintain its qualification as a REIT, the Trust must
satisfy two tests based on the nature of the underlying gross income.
These requirements must be satisfied annually.  First, at least 75% of
the Trust's gross income (excluding gross income from prohibited
transactions) for each taxable year must consist of income derived
directly or indirectly from investments relating to real property or
mortgages on real property (including "rents from real property" and,
in certain circumstances, interest) or certain types of "qualified
temporary investment income." Second, at least 95% of the Trust's gross
income (excluding gross income from prohibited transactions) for each
taxable year must be derived from such real property investments, and
from dividends, other types of interest, and gain from the sale or
disposition of stock or securities or from any combination of the
foregoing.  For taxable years ending on or before December 31, 1997,
short-term gain from the sale or other disposition of stock or
securities, gain from prohibited transactions and gain on the sale or

                                 -14-

<PAGE>
other disposition of real property held for less than four years (apart
from involuntary conversions and sales of foreclosure property) must
represent less than 30% of the Trust's gross income (including gross
income from prohibited transactions) for each taxable year.

Rents received by the Trust will qualify as "rents from real property"
in satisfying the gross income requirements for a REIT described above
provided that several conditions are met.  First, the amount of rent
must not be based in whole or in part on the income or profits of any
person, although a payment of rent generally is not excluded from the
term "rents from real property" solely by reason of being based on a
fixed percentage or percentages of receipts or sales.  Special rules
apply where the tenant is a sublessor with respect to property to
permit a REIT to receive rent determined by reference to the income or
profits of the tenant in some cases.  Second, the Code provides that
rents received from a tenant do not qualify as "rents from real
property" in satisfying the gross income tests if the REIT, directly or
through the applicable ownership attribution rules, owns 10% or more,
by voting power or value, of such tenant (a "Related Party Tenant").
Although the Trust may lease portions of its properties to tenants that
may constitute Related Party Tenants, the Trust does not believe that
the rents attributable to such leases would cause the Trust to fail to
satisfy the 75% or 95% gross income tests.  Third, if rent attributable
to personal property leased in connection with a lease of real property
is greater than 15% of the total rent received under the lease, the
portion of rent attributable to such personal property will not qualify
as "rents from real property." The Trust does not anticipate that the
rent attributable to the personal property leased in connection with
the real property will be greater than 15% of the total rent received
under the lease or, if it was as to any particular lease or group of
leases, that the rent attributable to the personal property would cause
the Trust to fail to satisfy the 75% or 95% gross income tests.
Finally, in order for rents received to qualify as "rents from real
property," the REIT generally must not operate or manage the property
or furnish or render services to the tenants of such property, other
than through an independent contractor that is adequately compensated
and from whom the REIT derives no revenue; provided, however, that the
Trust may directly perform services "usually and customarily" rendered
in connection with the rental of space for occupancy only and that are
not otherwise considered "rendered to the occupant" of the property.
The Trust has represented that it does not and will not knowingly (i)
charge rent for any property that is based in whole or in part on the
income or profits of any person or (ii) directly perform services
considered to be rendered to the occupant of property, other than
services usually and customarily rendered in connection with the rental
of space for occupancy only.

For taxable years beginning after December 31, 2000, rent received from
a taxable REIT subsidiary will, under certain circumstances, qualify as
rents from real property even if the Trust owns more than 10% of the
voting power or value of such subsidiary.

The Trust is a self-managed REIT; i.e., the Operating Partnership
performs all of the management and leasing functions with respect to
the properties it owns, provided that the services called for do not
cause the rents received with respect to those leases to fail to
qualify as "rents from real property." To the extent that the services

                                -15-

<PAGE>
provided are not "usual and customary" under the foregoing rules, the
Trust will employ a qualifying independent contractor to render the
services.  The Trust may provide property management and leasing
services to third parties and will provide services to an affiliated
entity for a fee.

Effective for the Trust's taxable years beginning on or after January
1, 1998, the Trust is permitted to render a de minimis amount of
impermissible services to tenants, or in connection with the management
of a property (together, "Impermissible Services"), without otherwise
qualifying rents from the property being classified as not "rents from
real property." In order to qualify for this de minimis exception, the
amount received by the Trust for Impermissible Services with respect to
any property for any taxable year may not exceed 1% of all amounts
received or accrued by the Trust during such taxable year with respect
to such property.  For purposes of the foregoing, the amount treated as
"received" by the Trust for Impermissible Services will not be less
than 150% of the Trust's direct cost in rendering such service.
However, the amount of any income that the Trust receives for
Impermissible Services will not be treated as "rents from real
property" for purposes of the gross income tests.  The Trust does not
believe that the level of its gross income from Impermissible Services,
if any, would cause the Trust to violate the 1% safe harbor as to any
property.

The Operating Partnership may receive fees in consideration of the
performance of management and administrative services with respect to
any properties that are not owned entirely by the Operating
Partnership.  Although a portion of such management and administrative
fees generally will not constitute "qualifying income" for purposes of
the 75% and 95% gross income tests, the Trust Management believes that
the aggregate amount of such fees, if any (plus any income from
Impermissible Services and other nonqualifying income), in any taxable
year will not cause the Trust to fail the 75% and 95% gross income
tests.

For purposes of the gross income test, the term "interest" generally
does not include any amount received or accrued (directly or
indirectly) if the determination of such amount depends in whole or in
part on the net income or profits of any person.  However, an amount
received or accrued generally will not be excluded from the term
"interest" solely by reason of being based on a fixed percentage or
percentages of receipts or sales.

Generally, the failure to satisfy either or both of the 75% and 95%
gross income tests will cause the REIT status of the Trust to terminate
with the taxable year in which the failure occurs.  Relief from the
adverse consequences of such failure is available if the Trust's
failure to meet such tests was due to reasonable cause and not willful
neglect, the Trust attaches a schedule of the nature and the sources of
its gross income to its income tax return, and any incorrect
information set forth on the schedule is not due to fraud with intent
to evade tax.  It is not possible to state whether, in all
circumstances, the Trust would be entitled to the benefit of these
relief provisions.  As discussed above in "Taxation of the Trust," even
if these relief provisions apply, a tax would be imposed with respect
to the excess of 75% or 95% of the Trust's gross income over the

                                 -16-

<PAGE>
Trust's qualifying income in the relevant category, whichever is
greater.

Asset Tests

The Trust, at the close of each quarter of its taxable year, must also
satisfy three tests relating to the nature of its assets.  First, at
least 75% of the value of the Trust's total assets must be represented
by real estate assets (including (i) its allocable share of real estate
assets held by partnerships in which the Trust owns an interest or held
by "qualified REIT subsidiaries" of the Trust and (ii) stock or debt
instruments held for not more than one year purchased with the proceeds
of a stock offering or long-term (at least five years) debt offering of
the Trust), cash, cash items and government securities.  Second, not
more than 25% of the Trust's total assets may be represented by
securities other than those in the 75% asset class.  Third, of the
investments included in the 25% asset class, the value of any one
issuer's securities owned by the Trust may not exceed 5% of the value
of the Trust's total assets and the Trust may not own more than 10% of
any one issuer's outstanding voting securities (other than the stock of
a qualified REIT subsidiary, of which the REIT is required to own all
of the stock, or of another real estate investment trust).  This rule
was amended recently to allow REITs to have a greater percentage
ownership of the stock of "taxable REIT subsidiaries."

For taxable years beginning after December 31, 2000, not more than 20%
of the Trust's total assets may constitute securities issued by taxable
REIT subsidiaries, and of the investments included in the 25% asset
class, the value of any one issuer's securities, other than securities
issued by another REIT or by a taxable REIT subsidiary, owned by the
Trust, may not exceed 5% of the value of the Trust's total assets and
the Trust may not own more than 10% of the vote or value of the
outstanding securities of any one issuer, except for issuers that are
taxable REIT subsidiaries.  For these purposes, a taxable REIT
subsidiary is any corporation in which the Trust owns an interest, that
joins with the Trust in making an election to be treated as a taxable
REIT subsidiary, and that does not engage in certain activities.

The Operating Partnership owns 8.0% of the voting common stock and 100%
of the non-voting common stock of Liberty Property Development Corp.
("Liberty Development") and none of the voting common stock and 100% of
the non-voting common stock of Liberty Property Development Corp.-II
("Development-II" and, together with Liberty Development, the
"Development Companies").  By virtue of its ownership of partnership
interests in the Operating Partnership, the Trust owns its pro rata
shares of the common stock of the Development Companies.  The Operating
Partnership does not own more than 10% of the voting securities of
either of the Development Companies and, therefore, the Trust will not
own more than 10% of the voting securities of either of the Development
Companies.  The IRS could contend that the Trust, through its interest
in the Operating Partnership, should be viewed as owning more than 10%
of the voting securities of either of the Development Companies because
of its substantial economic positions in the Development Companies and
because of the close business relationships between it and each of the
two Development Companies.  If such contention were sustained, the
Trust would not qualify as a REIT.  The Operating Partnership does not
possess the requisite power to elect or designate a member of the

                                -17-

<PAGE>
respective Boards of Directors of the Development Companies, and there
is no understanding or arrangement permitting the Trust to exercise
voting power or control over the voting common stock of either of the
Development Companies not owned by it.  Accordingly, the Trust does not
believe that the Trust will be viewed as owning in excess of 10% of the
voting securities of either of the Development Companies.  Based on its
analysis of the estimated value of the securities of the subsidiaries
to be owned by the Operating Partnership relative to the estimated
value of the other assets to be owned by the Operating Partnership, the
Trust has determined that its respective pro rata shares of the
securities of the Development Companies held by the Operating
Partnership do not exceed 5% of the total value of the Trust's assets.
No independent appraisals will be obtained to support this conclusion.
The 5%-of-value requirement must be satisfied each time the Trust
increases its ownership of securities of either of the Development
Companies (including as a result of increasing its interest in the
Operating Partnership as its limited partners exercise their conversion
rights).  Although the Trust plans to take steps to insure that it
satisfies the 5% value test for any quarter with respect to which
retesting is to occur, there can be no assurance that such steps will
always be successful or will not require a reduction in the Operating
Partnership's overall interest in either of the Development Companies.

After initially meeting the asset tests at the close of any quarter,
the Trust will not lose its status as a REIT for failure to satisfy the
asset tests at the end of a later quarter solely by reason of changes
in asset values.  If the failure to satisfy the asset tests results
from an acquisition of securities or other property during a quarter,
the failure can be cured by disposition of sufficient non-qualifying
assets within 30 days after the close of any quarter as may be required
to cure any non-compliance.

Annual Distribution Requirements

To qualify as a REIT, the Trust is required to distribute dividends
(other than capital gain dividends) to its stockholders in an amount at
least equal to (A) the sum of (i) 95% (90% for taxable years beginning
after December 31, 2000) of the "REIT taxable income" of the Trust
(computed without regard to the dividends paid deduction and the
Trust's net capital gain) and (ii) 95% (90% for taxable years beginning
after December 31, 2000) of the net taxable income (after tax), if any,
from foreclosure property, minus (B) the sum of certain items of
noncash income.  Such distributions must be paid in the taxable year to
which they relate, or in the following taxable year if declared before
the Trust timely files its tax return for such year and if paid on or
before the first regular dividend payment after such declaration.  To
the extent the Trust does not distribute all of the net capital gain or
distributes at least 95% (90% for taxable years beginning after
December 31, 2000), but less than 100%, of its "REIT taxable income,"
as adjusted, it will be subject to tax on the undistributed amount at
the regular corporate tax rates applicable to such income.
Furthermore, if the Trust should fail to distribute during each
calendar year at least the sum of (i) 85% of its REIT ordinary income
for such year, (ii) 95% of its REIT capital gain income for such year,
and (iii) any undistributed taxable income from prior periods, the
Trust would be subject to a 4% excise tax on the excess of such
required distribution over the amounts actually distributed.

                                -18-

<PAGE>
The Trust has made, and intends to make, timely distributions to its
shareholders in amounts sufficient to satisfy the annual distribution
requirements.  The Operating Partnership, as the general partner of
each Property Partnership, is authorized under the various partnership
agreements to cause distributions to be made to their respective
partners of all available cash to permit the Trust to meet the annual
distribution requirement.  It is possible that, from time to time, the
Trust may experience timing differences between (i) the actual receipt
of income and actual payment of deductible expenses and (ii) the
inclusion of such income and deduction of such expenses in arriving at
REIT taxable income.  Further, it is possible that, from time to time,
the Trust may be allocated a share of net capital gain attributable to
the sale of depreciable property which exceeds its allocable share of
cash attributable to that sale.  In such cases, the Trust may have less
cash available for distribution than is necessary to meet the annual
95% distribution requirement or to avoid tax with respect to the
capital gain or the excise tax imposed on certain undistributed income.
To meet the 95% distribution requirement necessary to qualify as a real
estate investment trust or to avoid tax with respect to capital gain or
the excise tax imposed on certain undistributed income, the Trust may
find it appropriate to arrange for short-term (or possibly long-term)
borrowings or to pay distributions in the form of taxable stock
dividends.  Any such borrowings for the purpose of making distributions
to shareholders of the Trust are required to be arranged through the
Operating Partnership.

Under certain circumstances, the Trust may be able to rectify a failure
to meet the distribution requirement for a year by paying "deficiency
dividends" to shareholders in a later year, which may be included in
the Trust's deduction for dividends paid for the earlier year.  Thus,
the Trust may be able to avoid being taxed on amounts distributed as
deficiency dividends; however, the Trust will be required to pay
interest based upon the amount of any deduction taken for deficiency
dividends.

Failure To Qualify

If the Trust fails to qualify for taxation as a REIT in any taxable
year and the relief provisions do not apply, the Trust would be subject
to tax (including any applicable alternative minimum tax) on its
taxable income at regular corporate rates.  Distributions to
shareholders of the Trust in any year in which the Trust failed to
qualify would not be deductible by the Trust nor would there be a
requirement to make distributions.  In such event, to the extent of
current and accumulated earnings and profits, all distributions to
shareholders of the Trust would be taxable as ordinary income, and,
subject to certain limitations of the Code, corporate distributees may
be eligible for the dividends received deduction.  Unless entitled to
relief under specific statutory provisions, the Trust would also be
disqualified from taxation as a REIT for the four taxable years
following the year in which qualification was lost.  It is not possible
to state whether in all circumstances the Trust would be entitled to
such statutory relief.

                                 -19-

<PAGE>
Other Tax Considerations

The Trust may be subject to state or local taxation in various state or
local jurisdictions, including those in which it transacts business.
The state and local tax treatment of the Trust may not conform to the
federal income tax consequences discussed above.  Consequently,
prospective investors should consult their own tax advisors regarding
the effect of state and local tax laws on an investment in the Trust.

To the extent that the Trust engages in real estate development
activities in foreign countries or invests in real estate located in
foreign countries, the Trust's profits from such activities or
investments will generally be subject to tax in the countries where
such activities are conducted or such properties are located.  The
precise nature and amount of such taxation will depend on the laws of
the countries where the activities are conducted or the properties are
located.  Although the Trust will attempt to minimize the amount of
such foreign taxation, there can be no assurance as to whether or the
extent to which measures taken to minimize such taxes will be
successful.  If the Trust satisfies the annual distribution
requirements for qualification as a REIT and is, therefore, not subject
to federal corporate income tax on that portion of its ordinary income
and capital gain that is currently distributed to its shareholders, the
Trust will generally not be able to recover the cost of any foreign tax
imposed on such profits from its foreign activities or investments by
claiming foreign tax credits against its federal income tax liability
on such profits.  Moreover, the Trust will not be able to pass foreign
tax credits through to its shareholders.  As a result, to the extent
that the Trust is required to pay taxes in foreign countries, the cash
available for distribution to its shareholders will be reduced
accordingly.

The Operating Partnership will receive fees from an affiliated entity
as consideration for services that the Operating Partnership will
provide to such entity in connection with the development and
management of the Kings Hill project in the United Kingdom ("U.K.").
The amount of this fee income will not be qualifying income for
purposes of the 75% or 95% gross income tests, although the Trust does
not expect that the revenue derived from such services would cause it
to fail the 75% or 95% gross income tests.  The Trust may be subject to
Corporation Tax in the U.K. at the rate of 33% on its share of such fee
income if the Trust is deemed to have a branch or agency in the U.K. as
a result of services that may be performed for such entity in the U.K.
In addition, rental income received by the Trust with respect to leases
of real property in the U.K. would be subject to U.K. withholding tax
at the rate of 25%.  It is possible that such rental income (together
with any gain arising from the sale or other disposition of such
properties) could instead be subject to Corporation Tax in the U.K. at
the rate of 33% if the U.K.  Inland Revenue did not regard the Trust as
holding the properties for purposes of long term investment or if such
income or gain were deemed attributable to a branch or agency of the
Trust in the U.K.  Such U.K.  taxes will reduce the amount of cash
available for distribution by the Trust to its shareholders out of such
income.

                                 -20-

<PAGE>
Tax Aspects Of The Trust's Investments In Partnerships

The following discussion summarizes certain federal income tax
considerations applicable solely to the Trust's investment in the
Operating Partnership and the Property Partnerships (collectively, the
"Partnerships").

Classification As A Partnership

The Trust will be required to include in its income its distributive
share of the Operating Partnership's income and to deduct its
distributive share of the Operating Partnership's losses, and the Trust
and the Operating Partnership will be required to include in computing
their income their respective distributive shares of the income and
losses of the Property Partnerships only if the Operating Partnership
and each of the Property Partnerships is classified, for federal income
tax purposes, as a partnership rather than as an association taxable as
a corporation.

For taxable periods prior to January 1, 1997, an organization formed as
a partnership was treated as a partnership rather than as a corporation
for federal income tax purposes only if it possessed no more than two
of the four corporate characteristics that the Treasury Regulations
used to distinguish a partnership from a corporation.  Although neither
the Operating Partnership nor the Property Partnerships requested a
ruling from the IRS that they would be classified as partnerships for
Federal income tax purposes, rather than as associations taxable as
corporations, the Trust believes that, based on the provisions of the
respective partnership agreements of the Operating Partnership and each
Property Partnership, and certain factual assumptions and
representations as to each of them, the Operating Partnership and each
Property Partnership will be treated as partnerships for federal income
tax purposes and not as associations taxable as corporations.
Effective January 1, 1997, newly promulgated Treasury Regulations
eliminated the four-factor test described above and permitted
partnerships and other non-corporate entities to be taxed as
partnerships for federal income tax purposes without regard to the
number of corporate characteristics possessed by such entity.  Under
those Regulations, both the Operating Partnership and each of the
Property Partnerships will be classified as partnerships for federal
income tax purposes unless an affirmative election is made by the
entity to be taxed as a corporation.  The Trust has represented that no
such election has been made, or is anticipated to be made, on behalf of
the Operating Partnership or any of the Property Partnerships.  Under a
special transitional rule in the Regulations, the IRS will not
challenge the classification of an existing entity such as the
Operating Partnership or a Property Partnership for periods prior to
January 1, 1997 if: (i) the entity has a "reasonable basis" for its
classification; (ii) the entity and each of its members recognized the
federal income tax consequences of any change in classification of the
entity made within the 60 months prior to January 1, 1997; and (iii)
neither the entity nor any of its members had been notified in writing
on or before May 8, 1996 that its classification was under examination
by the IRS.  Neither the Partnership nor any of the Property
Partnerships changed their classification within the 60 month period
preceding May 8, 1996, nor was any one of them notified that their
classification as a partnership for federal income tax purposes was

                               -21-

<PAGE>
under examination by the IRS.  Therefore, Operating Partnership and
each of the Property Partnerships should continue to be taxed as
partnerships for federal tax purposes.

If for any reason the Operating Partnership or a Property Partnership
were taxable as a corporation rather than as a partnership for federal
income tax purposes, the Trust would not be able to satisfy the income
and asset requirements for status as a REIT.  In addition, any change
in the Operating Partnership's status or that of a Property Partnership
for tax purposes might be treated as a taxable event, in which case the
Trust might incur a tax liability without any related cash
distribution.  See "-- Taxation of the Trust," above.  Further, items
of income and deduction for the Operating Partnership or a Property
Partnership would not pass through to the respective partners, and the
partners would be treated as stockholders for tax purposes.  Each
Partnership would be required to pay income tax at regular corporate
tax rates on its net income and distributions to partners would
constitute dividends that would not be deductible in computing the
Partnership's taxable income.

Income Taxation Of The Partnerships

Partners, Not the Operating Partnership or Property Partnerships,
Subject to Tax

A partnership is not a taxable entity for federal income tax purposes.
Rather, the Trust will be required to take into account its allocable
share of the income, gains, losses, deductions and credits of each of
the Operating Partnership and the Property Partnerships for any taxable
year of such Partnerships ending within or with the taxable year of the
Trust, without regard to whether the Trust has received or will receive
any cash distributions.  The same will be true for the Operating
Partnership with respect to its allocable share of the income, gains,
losses, deductions and credits of each of the Property Partnerships.

Partnership Allocations

Although a partnership agreement generally will determine the
allocation of income and losses among partners, the allocations
provided in the partnership agreement will be disregarded for tax
purposes if they do not comply with the provisions of Section 704(b) of
the Code and the Treasury Regulations promulgated thereunder.

If an allocation is not recognized for federal income tax purposes, the
item subject to the allocation will be reallocated in accordance with
the partners' interests in the partnership, which will be determined by
taking into account all of the facts and circumstances relating to the
economic arrangement of the partners with respect to such item.  The
allocations of taxable income and loss of each of the Operating
Partnership and the Property Partnerships are intended to comply with
the requirements of Section 704(b) of the Code and the Treasury
Regulations promulgated thereunder.

Tax Allocations With Respect to Pre-Contribution Gain

Pursuant to Section 704(c) of the Code, income, gain, loss, and
deduction attributable to appreciated property that is contributed to a

                              -22-

<PAGE>
partnership in exchange for an interest in the partnership must be
allocated for federal income tax purposes in a manner such that the
contributor is charged with the unrealized gain associated with the
property at the time of the contribution.  The amount of such
unrealized gain is generally equal to the difference between the fair
market value of the contributed property at the time of contribution
and the adjusted tax basis of such property at the time of contribution
(the "Book-Tax Difference").  In general, the fair market value of the
properties owned (directly or indirectly) by the Trust and interests in
Property Partnerships contributed to the Operating Partnership has been
substantially in excess of their respective adjusted tax bases.  The
partnership agreements of each of the Operating Partnership and the
Property Partnerships require that allocations attributable to each
item of contributed property be made so as to allocate the tax
depreciation available with respect to such property first to the
partners other than the partner that contributed the property, to the
extent of, and in proportion to, their book depreciation, and then, if
any tax depreciation remains, to the partner that contributed the
property.  Upon the disposition of any item of contributed property,
any gain attributable to the "built-in" gain of the property at the
time of contribution would be allocated for tax purposes to the
contributing partner.  These allocations are intended to be consistent
with the Treasury Regulations under Section 704(c) of the Code.

In general, participants in the formation of the Trust (and the
Partnerships) have been allocated disproportionately lower amounts of
depreciation deductions for tax purposes relative to their percentage
interests in the Operating Partnership, and disproportionately greater
shares relative to their percentage interests in the Operating
Partnership of the gain on the sale by the Partnerships of one or more
of the contributed properties.  These tax allocations will tend to
reduce or eliminate the Book-Tax Difference over the life of the
Partnerships.  Because the partnership agreements of the Partnerships
adopt the "traditional method" in obtaining items allocable under
Section 704(c) of the Code, the amounts of the special allocations of
depreciation and gain under the special allocation rules of Section
704(c) of the Code may be limited by the so-called "ceiling rule" and
may not always eliminate the Book-Tax Difference on an annual basis or
with respect to a specific transaction such as a sale.  Thus, the
carryover basis of the contributed assets in the hands of the
Partnerships may cause the Trust to be allocated less depreciation than
would be available for newly purchased properties.

The foregoing principles also apply in determining the earnings and
profits of the Trust.  The application of these rules may result in a
larger share of the distributions from the Trust being taxable to
shareholders as dividends.

Basis in Operating Partnership Interest

The Trust's adjusted tax basis in its partnership interest in the
Operating Partnership generally (i) will be equal to the amount of cash
and the basis of any other property contributed to the Operating
Partnership by the Trust plus the fair market value of the Shares it
issues or cash it pays upon conversion of interests in the Operating
Partnership, (ii) has been, and will be, increased by (a) its allocable
share of the Operating Partnership's income and (b) its allocable share

                                -23-

<PAGE>
of indebtedness of the Operating Partnership and of the Property
Partnerships and (iii) has been, and will be, reduced (but not below
zero) by the Trust's allocable share of (a) the Operating Partnership's
loss and (b) the amount of cash distributed to the Trust, and by
constructive distributions resulting from a reduction in the Trust's
share of indebtedness of the Operating Partnership and the Property
Partnerships.

If the allocation of the Trust's distributive share of the Operating
Partnership's loss would reduce the adjusted tax basis of the Trust's
partnership interest in the Operating Partnership below zero, the loss
is deferred until such time as the recognition of such loss would not
reduce the Trust's adjusted tax basis below zero.  To the extent that
the Operating Partnership's distributions, or any decrease in the
Trust's share of the indebtedness of the Operating Partnership or a
Property Partnership (each such decrease being considered a
constructive cash distribution to the partners), would reduce the
Trust's adjusted tax basis below zero, such distributions (including
such constructive distributions) would be includible as taxable income
to the Trust in the amount of such excess.  Such distributions and
constructive distributions would normally be characterized as capital
gain, and if the Trust's partnership interest in the Operating
Partnership has been held for longer than the long-term capital gain
holding period (currently, one year), the distributions and
constructive distributions would constitute long-term capital gain.
Based on Treasury Regulations to be issued, the tax rates applicable to
such capital gain will likely vary depending on the precise amount of
time such interest has been held by the Trust and the nature of the
Operating Partnership's property.

Sale Of The Partnerships' Property

Generally, any gain realized by the Operating Partnership or a Property
Partnership on the sale of property held by the Operating Partnership
or a Property Partnership, or on the sale of partnership interests in
the Property Partnerships, if the property or partnership interests are
held for more than one year, will be long-term capital gain (except for
any portion of such gain that is treated as depreciation or cost
recovery recapture), and may result in capital gain distributions to
the shareholders.  See "-- Taxation of Taxable Domestic Shareholders,"
below.

The Trust's share of any gain realized on the sale of any property held
by the Operating Partnership or a Property Partnership as inventory or
other property held primarily for sale to customers in the ordinary
course of the trade or business of any of the Operating Partnership or
the Property Partnerships will, however, be treated as income from a
prohibited transaction that is subject to a 100% penalty tax.  Under
existing law, whether property is held as inventory or primarily for
sale to customers in the ordinary course of a trade or business is a
question of fact that depends on all the facts and circumstances with
respect to the particular transaction.  The Operating Partnership and
the Property Partnerships intend to hold their properties for
investment with a view to long-term appreciation, to engage in the
business of acquiring, developing, owning and operating their
properties and to make such occasional sales of such properties,
including peripheral land, as are consistent with the investment

                                -24-

<PAGE>
objectives of the Trust and the Operating Partnership.  Complete
assurance cannot be given, however, that the Trust will be able to
avoid owning property that may be characterized as property held
"primarily for sale to customers in the ordinary course of business."

Taxation Of Taxable Domestic Shareholders

As long as the Trust qualifies as a REIT, distributions made to the
Trust's taxable U.S.  shareholders out of current or accumulated
earnings and profits (and not designated as capital gain dividends)
will be taken into account by such U.S.  shareholders as ordinary
income and will not be eligible for the dividends received deduction
for corporations.  Distributions that are designated as capital gain
dividends will be taxed as gain from the sale or exchange of a capital
asset held for more than one year (to the extent they do not exceed the
Trust's actual net capital gain for the taxable year) without regard to
the period for which the shareholder has held its stock.  Subject to
certain limitations, the Trust may further designate capital gain
dividends as a "20% rate gain distribution" or an "unrecaptured section
1250 gain distribution," in which case such dividends will be taxable
to recipient individual shareholders when received at tax rates of 20%
and 25%, respectively.  Corporate shareholders may be required to treat
up to 20% of certain capital gain dividends as ordinary income.

Distributions in excess of current and accumulated earnings and profits
will not be taxable to a shareholder to the extent that they do not
exceed the adjusted basis of the shareholder's shares, but rather will
reduce the adjusted basis of such shares.  To the extent that such
distributions exceed the adjusted basis of a shareholder's shares, they
will be included in income as short-term or long-term capital gain
(depending on the length of time the shares have been held) assuming
the shares are a capital asset in the hands of the shareholder.  In
addition, any dividend declared by the Trust in October, November or
December of any year payable to a shareholder of record on a specified
date in any such month shall be treated as both paid by the Trust and
received by the shareholder on December 31 of such year, provided that
the dividend is actually paid by the Trust during January of the
following calendar year.  Shareholders may not include in their
individual income tax returns any net operating losses or capital
losses of the Trust.

In general, a domestic shareholder will realize capital gain or loss on
the disposition of common shares equal to the difference between (i)
the amount of cash and the fair market value of any property received
on such disposition, and (ii) the shareholder's adjusted basis of such
common shares.  Subject to certain exceptions, the maximum rate of tax
on net capital gains of individuals, trusts and estates from the sale
or exchange of capital assets held for more than one year is 20%.  Any
loss upon a sale or exchange of shares by a shareholder who has held
such shares for six months or less (after applying certain holding-
period rules) will be treated as a long-term capital loss to the extent
of distributions from the Trust required to be treated by such
shareholder as long-term capital gain.

The Trust may elect to retain its net long-term capital gains
recognized during a taxable year ("Retained Gains") and pay a
corporate-level tax on such Retained Gains.  Corporations are currently

                               -25-

<PAGE>
subject to a maximum 35 percent tax on recognized capital gains.  A
shareholder owning the Trust's shares of beneficial interest on
December 31 of any taxable year in which the Trust has Retained Gains
would be required to include in gross income such shareholder's
proportionate share of the Retained Gains (as designated by the Trust
in a notice mailed to shareholders within 60 days following the end of
the taxable year).  The amount of any corporate-level tax paid by the
Trust in respect of the Retained Gains (the "Trust Tax") would be
treated as having been paid by the shareholders of the Trust and each
shareholder would receive a credit for such shareholder's share of the
Trust Tax.  A shareholder's basis in his shares of beneficial interest
would increase by the excess of such shareholder's proportionate share
of the Retained Gains over the shareholder's share of the Trust Tax.
Unless the Retained Gains were treated as actually distributed, it is
possible that the Retained Gains might be subject to the Excise Tax.

Backup Withholding

The Trust will report to its U.S. shareholders and the IRS the amount
of distributions paid during each calendar year, and the amount of tax
withheld, if any.  Under the backup withholding rules, a shareholder
may be subject to backup withholding at the rate of 31% with respect to
distributions paid unless such shareholder (a) is a corporation or
comes within certain other exempt categories and, when required,
demonstrates this fact or (b) provides a taxpayer identification
number, certifies as to no loss of exemption from backup withholding,
and otherwise complies with applicable requirements of the backup
withholding rules.  A shareholder that does not provide the Trust with
his correct taxpayer identification number may also be subject to
penalties imposed by the IRS.  Any amount paid as backup withholding
will be creditable against the shareholder's income tax liability.  In
addition, the Trust may be required to withhold a portion of capital
gain distributions to shareholders who fail to certify their non-
foreign status to the Trust.  The United States Treasury has recently
issued final regulations (the "Final Regulations") which affect the
procedures regarding the withholding and information reporting rules
discussed above.  In general, the Final Regulations do not alter the
substantive withholding and information reporting requirements but
unify current certification procedures and forms and clarify and modify
reliance standards.  The Final Regulations are generally effective for
payments made on or after January 1, 1999, subject to certain
transition rules.  Prospective investors should consult their own tax
advisors concerning the adoption of the Final Regulations and the
potential effect on their ownership of common shares.  See "-- Taxation
of Foreign Shareholders."

Taxation Of Tax-Exempt Shareholders

Generally, distributions to a tax-exempt entity from a real estate
investment trust do not constitute unrelated business taxable income,
as defined in Section 512(a) of the Code ("UBTI"), provided that the
tax-exempt entity has not financed its acquisition of its shares with
"acquisition indebtedness" within the meaning of the Code and the
shares are not otherwise used in an unrelated trade or business of the

                                 -26-

<PAGE>
tax-exempt entity.  Thus, distributions by the Trust to shareholders
that are tax-exempt should not be taxable as UBTI, provided that no
acquisition indebtedness was incurred with respect to such shares.

Some or all of the distributions by a real estate investment trust to a
tax-exempt employee's pension fund that owns more than 10% in value of
the real estate investment trust would be treated as UBTI if the real
estate investment trust constitutes a "pension-held REIT" and if other
conditions are met.  In order to constitute a "pension-held REIT" the
real estate investment trust must meet the test for classification as a
real estate investment trust only because tax-exempt pension funds are
not treated as a single individual for purposes of the "five-or-fewer"
rule (see "Risk Factors -- Limitations on Changes in Control --
Ownership Limit") and either (A) one pension fund owns more than 25% in
value of the real estate investment trust or (B) one or more pension
funds (holding at least 10% in value of the real estate investment
trust each) own, in the aggregate, more than 50% of the value of the
real estate investment trust.  In addition, the gross income of the
real estate investment trust derived from activities that would
constitute unrelated trades or businesses, computed as if the REIT was
a "qualified trust," must be at least five percent of the gross income
of the real estate investment trust in the taxable year in which the
distributions are made.  The ownership limitations in the Trust's
Declaration of Trust (assuming no waiver by the Board of Trustees)
would prevent the Trust from being classified as a "pension-held REIT."

Taxation Of Foreign Shareholders

The rules governing United States federal income taxation of
nonresident alien individuals, foreign corporations, foreign
partnerships and other foreign shareholders (collectively, "Non-U.S.
Shareholders") are complex, and no attempt will be made herein to
provide more than a summary of the rules.  Prospective Non-U.S.
Shareholders should consult with their own tax advisors to determine
the impact of federal, state and local income tax laws with regard to
an investment in the Common Shares offered hereby, including any
reporting requirements, as well as the tax treatment of such an
investment under their home country laws.  If income from the
investment in the Common Shares offered hereby is treated as
"effectively connected" with the Non-U.S.  Shareholder's conduct of a
United States trade or business or attributable to a permanent
establishment that the Non-U.S. Shareholder maintains in the United
States that is required by an applicable income tax treaty as a
condition for subjecting the Non-U.S. Shareholder to tax on a "net
income basis," the Non-U.S.  Shareholder generally will be subject to a
tax at graduated rates, in the same manner as U.S.  shareholders are
taxed with respect to the dividends (and may also be subject to the 30%
"branch profits" tax in the case of a shareholder that is a foreign
corporation).  The remainder of this discussion assumes that the
distributions do not constitute "effectively connected" income.
Prospective investors whose investment in common shares may be
"effectively connected" with the conduct of a United States trade or
business should consult their own tax advisors as to the tax
consequences thereof.

Distributions by the Trust that are not attributable to gain from sales
or exchanges by the Trust of United States real property interests and

                                -27-

<PAGE>
not designated by the Trust as capital gains dividends will be treated
as dividends of ordinary income to the extent that they are made out of
current or accumulated earnings and profits of the Trust.  Such
distributions, ordinarily, will be subject to a withholding tax equal
to 30% of the gross amount of the distribution unless an applicable tax
treaty reduces or eliminates that tax.  Distributions in excess of
current and accumulated earnings and profits of the Trust will not be
taxable to a shareholder to the extent that such distributions do not
exceed the adjusted basis of the shareholder's shares, but rather will
reduce the adjusted basis of such shares.  To the extent that
distributions in excess of current accumulated earnings and profits
exceed the adjusted basis of a Non-U.S.  Shareholder's shares, such
distributions will give rise to tax liability if the Non-U.S.
Shareholder would otherwise be subject to tax on any gain from the sale
or disposition of his shares in the Trust, as described below.  The
Trust expects to withhold United States income tax at the rate of 30%
on the gross amount of any distributions made to a Non-U.S.
Shareholder unless (i) a lower treaty rate applies and the Non-U.S.
Shareholder files all necessary forms required to establish eligibility
for the lower rate and provides certification as to such eligibility,
if necessary, or (ii) the Non-U.S.  Shareholder files an IRS Form W 8-
ECI with the Trust certifying that the investment to which the
distribution relates is "effectively connected" to a United States
trade or business of such Non-U.S.  Shareholder.  Lower treaty rates
generally applicable to dividend income may not necessarily apply to
distributions from a REIT, such as the Trust.  If it cannot be
determined at the time a distribution is made whether or not such
distribution will be in excess of current and accumulated earnings and
profits, the distributions will be subject to withholding at the same
rate as dividends.  Effective for distributions made after August 20,
1996, the Trust is obligated to withhold 10% of the amount of any
distribution in excess of the Trust's current and accumulated
earnings and profits.  However, amounts withheld are refundable if it
is subsequently determined that the distribution was in excess of
current and accumulated earnings and profits of the Trust and the
amount withheld exceeded the Non-U.S.  Shareholders' United States tax
liability, if any.

For any year in which the Trust qualifies as a REIT, distributions that
are attributable to gain from sales or exchanges by the Trust of United
States real property interests will be taxed to a Non-U.S. Shareholder
under the provisions of the Foreign Investment in Real Property Tax Act
of 1980 ("FIRPTA").  Under FIRPTA, these distributions are taxed to a
Non-U.S. Shareholder as if the gain were "effectively connected" with a
United States business.  Non-U.S. Shareholders would be taxed at the
normal capital gain rates applicable to domestic shareholders (subject
to applicable alternative minimum tax and a special alternative minimum
tax in the case of nonresident alien individuals), without regard to
whether such distributions are designated by the Trust as capital gain
dividends.  Also, distributions subject to FIRPTA may be subject to a
30% "branch profits" tax in the hands of a foreign corporate
shareholder not entitled to treaty exemption.  The Trust is required by
applicable income tax regulations that have been promulgated under the
Code (the "Treasury Regulations") to withhold 35% of any distribution
that could be designated by the Trust as a capital gains dividend.
This amount is creditable against the Non-U.S.  Shareholder's FIRPTA
tax liability.

                                  -28-

<PAGE>
Gain recognized by a Non-U.S. Shareholder upon a sale of shares
generally will not be taxed under FIRPTA if the Trust is a
"domestically controlled REIT," defined generally as a REIT in which at
all times during a specified testing period less than 50% in value of
the stock was held directly or indirectly by foreign persons.  The
Trust currently is a "domestically controlled REIT," and anticipates
continuing to be so classified, and therefore the sale of the common
shares offered hereby should not be subject to taxation under FIRPTA.
However, because the common shares will be publicly traded, no
assurance can be given that the Trust will continue to so qualify.
Notwithstanding the foregoing, any gain not otherwise subject to FIRPTA
will be taxable to a Non-U.S. Shareholder if (i) investment in the
shares is effectively connected with the Non-U.S. Shareholder's United
States trade or business, in which case the Non-U.S. Shareholder will
be subject to the same treatment as U.S. shareholders with respect to
the gain (a shareholder that is a foreign corporation may also be
subject to the 30% "branch profits" tax), or (ii) the Non-U.S.
Shareholder is a nonresident alien individual who was present in the
United States for 183 days or more during the taxable year and has a
"tax home" in the United States or maintains an office or a fixed place
of business in the United States to which the gain is attributable, in
which case the nonresident alien individual will be subject to a 30%
tax on the individual's capital gains. If the gain on the sale of
shares were to be subject to taxation under FIRPTA, the Non-U.S.
Shareholder will be subject to the same treatment as U.S. shareholders
with respect to the gain (subject to applicable alternative minimum tax
and a special alternative minimum tax in the case of nonresident alien
individuals and, in the case of foreign corporations, subject to the
possible application of the 30% "branch profits" tax).

If the proceeds of a disposition of common shares are paid by or
through a United States office of a broker, the payment is subject to
information reporting requirements and to backup withholding unless the
disposing Non-U.S. Shareholder certifies as to his name, address, and
non-United States status or otherwise establishes an exemption.
Generally, United States information reporting and backup withholding
will not apply to the payment of disposition proceeds if the payment is
made outside the United States through a non-United States broker.
United States information reporting (but not backup withholding) will
apply, however, to a payment of disposition proceeds outside the United
States if (i) the payment is made through an office outside the United
States that is either (a) a United States person, (b) a foreign person
that derives 50% or more of its gross income for certain periods from
the conduct of a trade or business in the United States, (c) a foreign
partnership which is owned 50% or more by United States persons or is
engaged in United States trade or business, (d) a United States branch
of a foreign bank or foreign insurance company, or (e) a "controlled
foreign corporation" for United States federal income tax purposes, and
(ii) the broker fails to obtain documentary evidence that the
Shareholder is a Non-U.S. Shareholder and that certain conditions are
met or that the Non-U.S. Shareholder is otherwise entitled to an
exemption. The Final Regulations, issued by the United States Treasury
on October 6, 1997, affect the rules applicable to payments to foreign
persons. In general, the Final Regulations do not alter the substantive
withholding and information reporting requirements but unify current
certification procedures and forms and clarify and modify reliance

                                 -29-

<PAGE>
standards. The Final Regulations also address certain issues relating
to intermediary certification procedures designed to simplify
compliance by withholding agents. The Final Regulations are generally
effective for payments made on or after January 1, 2001, subject to
certain transition rules. Prospective investors should consult their
own tax advisors concerning the adoption of the Final Regulations and
the potential effect on their ownership of the common shares.

                       PLAN OF DISTRIBUTION

The Trust has been advised by the Selling Shareholders that the Selling
Shareholders may sell their common shares from time to time in
transactions on the NYSE, in negotiated transactions, or otherwise, or
by a combination of these methods, at fixed prices which may be
changed, at market prices at the time of sale, at prices related to
market prices or at negotiated prices.  The Selling Shareholders may
effect these transactions by selling the common shares to or through
broker-dealers, who may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the
purchasers of the common shares for whom the broker-dealer may act as
an agent or to whom they may sell the common shares as a principal, or
both.  The compensation to a particular broker-dealer may be in excess
of customary commissions.

The Selling Shareholders and broker-dealers who act in connection with
the sale of the common shares may be deemed to be "underwriters" within
the meaning of the Securities Act, and any commissions received by such
broker-dealers and profits on any resale of the common shares as a
principal may be deemed to be underwriting discounts and commissions
under the Securities Act.

Any broker-dealer participating in such transactions as agent may
receive commissions from the Selling Shareholders (and, if they act as
agent for the purchaser of the common shares, from such purchaser).
Broker-dealers may agree with the Selling Shareholders to sell a
specified number of common shares at a stipulated price per share, and,
to the extent such a broker-dealer is unable to do so acting as agent
for the Selling Shareholders, to purchase as principal any unsold
common shares at the price required to fulfill the broker-dealer
commitment to the Selling Shareholders.  Broker-dealers who acquire
common shares from the Selling Shareholders as principal may thereafter
resell such Shares from time to time in transactions (which may involve
crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature
described above) in the over-the-counter market, in negotiated
transactions or otherwise at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such resales may
pay to or receive from the purchasers of those common shares
commissions computed as described above.  To the extent required under
the Securities Act, a supplemental prospectus will be filed, disclosing
(a) the name of any such broker-dealers; (b) the number of common
shares involved; (c) the price at which these common shares are to be
sold; (d) the commissions paid or discounts or concessions allowed to
such broker-dealers, where applicable; (e) that such broker-dealers did
not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus, as supplemented; and (f)
other facts material to the transaction.

                                 -30-

<PAGE>
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the common shares may not
simultaneously engage in market making activities with respect to those
securities for a period beginning when that person becomes a
distribution participant and ending upon that person's completion of
participation in a distribution, including stabilization activities in
the common shares to effect syndicate covering transactions, to impose
penalty bids or to effect passive market making bids.  In addition and
without limiting the foregoing, in connection with transactions in the
common shares, the Selling Shareholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rule 10b-5 and, insofar as
the Selling Shareholders are participants in a distribution, Regulation
M and Rules 100, 101, 102, 103, 104 and 105 thereof.  All of the
foregoing may affect the marketability of the common shares.

The Selling Shareholders will pay all commissions and certain other
expenses associated with the sale of the common shares.  The common
shares offered hereby are being registered pursuant to contractual
obligations of the Company, and the Company has paid the expenses of
the preparation of this prospectus.  The Company has also agreed to
indemnify the Selling Shareholders with respect to the common shares
offered hereby against certain liabilities, including, without
limitation, certain liabilities under the Securities Act, or, if such
indemnity is unavailable, to contribute toward amounts required to be
paid in respect of such liabilities.

The common shares are listed on the NYSE.

                          LEGAL MATTERS

Saul, Ewing, Remick & Saul LLP, Baltimore, Maryland, has rendered an
opinion with respect to the legality of the common shares offered
hereby. The statements in this prospectus under the captions "Tax
Treatment of Conversion of Units" and "Federal Income Tax
Considerations with Respect to the Trust and the Operating Partnership"
and the other statements herein relating to the Trust's qualification
as a real estate investment trust have been passed upon for the Trust
by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, although
such firm has rendered no opinion as to matters involving the
imposition of non-U.S. taxes on the operations of, and distributions of
payments from, the Trust's United Kingdom affiliate.

                            EXPERTS

The consolidated financial statements and schedule of Liberty Property
Trust appearing in Liberty Property Trust's Annual Report (Form 10-K)
for the year ended December 31, 1999, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such
consolidated financial statements and schedule are incorporated herein
by reference in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.

                                -31-

<PAGE>
NO DEALER, SALES PERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, THE COMMON SHARES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO
ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN OUR
AFFAIRS SINCE THE DATE OF THIS PROSPECTUS.

                            TABLE OF CONTENTS

                               PROSPECTUS
                                                                Page
                                                                ----

ABOUT THIS PROSPECTUS..........................................    2
WHERE TO FIND ADDITIONAL INFORMATION...........................    2
RISK FACTORS...................................................    4
THE COMPANY....................................................   19
SELLING SHAREHOLDERS...........................................   20
FEDERAL INCOME TAX CONSIDERATIONS..............................   21
WITH RESPECT TO THE TRUST AND THE OPERATING PARTNERSHIP........   21
PLAN OF DISTRIBUTION...........................................   39
LEGAL MATTERS..................................................   41
EXPERTS........................................................   41



                                 -32-

<PAGE>
=====================================================================

                              314,709 SHARES
                                 LIBERTY
                              PROPERTY TRUST

                              COMMON SHARES
                         OF BENEFICIAL INTEREST

                              --------------
                                PROSPECTUS

                             SEPTEMBER 1, 2000

                              ---------------
















                                 -33-

<PAGE>
=====================================================================
           PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses of the sale and
distribution of the securities being registered, all of which are being
borne by the Trust.

  Securities and Exchange Commission registration fee   $  2,200
  Legal fees and expenses                                  8,000
  Accounting fees and expenses                             5,000
  Miscellaneous                                                0
                                                        --------
  Total                                                 $ 15,200
                                                        ========

All expenses, except the Securities and Exchange Commission
registration fee, are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 8-301(15) and 2-418 of the Maryland General Corporation
Law, as amended, the Trust has the power to indemnify trustees and
officers under certain prescribed circumstances (including when
authorized by a majority vote of a quorum of disinterested trustees, by
a majority vote of a committee of two or more disinterested trustees,
by independent legal counsel, or by shareholders) and, subject to
certain limitations (including, unless otherwise determined by the
proper court, when such trustee or officer is adjudged liable to the
Trust), against certain costs and expenses, including attorneys' fees
actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
to which any of them is a party by reason of his or her being a trustee
or officer of the Trust if it is determined that he or she acted in
accordance with the applicable standard of conduct set forth in such
statutory provisions including when such trustee or officer acted in
good faith and in a manner he or she reasonably believed to be in or
not opposed to the Trust's best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful.

Article XII of the Trust's By-laws provides that the Trust has the
power to indemnify trustees, officers and shareholders of the Trust
against expenses (including legal fees) reasonably incurred by any of
them in connection with the successful defense of a proceeding to which
such person was made a party by reason of such status, whether the
success of such defense was on the merits or otherwise, to the maximum
extent permitted by law. The trustees, officers and shareholders of the
Trust also have the right, in certain circumstances, to be paid in
advance for expenses incurred in connection with any such proceedings.

                                 -34-

<PAGE>
ITEM 16. EXHIBITS.

Item    Description
----    -----------

4       Rights Agreement, dated as of December 17, 1997, by and
        between the Trust and the Rights Agent (including as Exhibit A
        thereto the Form of Articles Supplementary Relating to
        Designation, Preferences, and Rights of  Series A Junior
        Participating Preferred Shares of Liberty Property Trust, as
        Exhibit B thereto the Form of Rights Certificate and as Exhibit
        C thereto the Summary of  Rights to Purchase Series A Junior
        Participating Preferred Shares). (Incorporated by reference to
        Exhibit 1 to the Trust's Registration Statement on Form 8-A
        filed with Commission on December 23, 1997).

5       Opinion of Saul, Ewing, Remick & Saul LLP.

23.1    Consent of Ernst & Young LLP.

23.2    Consent of Saul, Ewing, Remick & Saul LLP (included in Exhibit
        5).

23.3    Consent of Morgan, Lewis & Bockius LLP

24      Powers of Attorney (included on signature pages included in
        this Registration Statement).


ITEM 17. UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
      being made, a post-effective amendment to this Registration
      Statement:

               (i)   To include any prospectus required by Section
          10(a)(3) of the Securities Act;

               (ii)  To reflect in the Prospectus any facts or events
          arising after the effective date of the Registration
          Statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate, represent a
          fundamental change in the information set forth in the
          Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed
          that which was registered) and any deviation from the low or
          high end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the Commission
          pursuant to Rule 424(b) if, in the aggregate, the changes in
          volume and price represent no more than a 20 percent change
          in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective
          Registration Statement;


                                -35-

<PAGE>
               (iii)  To include any material information with respect
          to the plan of distribution not previously disclosed in the
          Registration Statement or any material change to such
          information in the Registration Statement;

      provided, however, that paragraphs (i) and (ii) of this paragraph
      do not apply if the information required to be included in a
      post-effective amendment by those paragraphs is contained in
      periodic reports filed with or furnished to the Commission by the
      Registrant pursuant to Section 13 or Section 15(d) of the
      Exchange Act that are incorporated by reference in the
      Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act,
     each filing of the Registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the Exchange Act that is incorporated by
     reference in the Registration Statement shall be deemed to be a
     new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under
     the Securities Act may be permitted to trustees, officers or
     controlling persons of the Registrant pursuant to the foregoing
     provisions, or otherwise, the Registrant has been advised that in
     the opinion of the Commission such indemnification is against
     public policy as expressed in the Securities Act and is,
     therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a trustee,
     officer or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such
     trustee, officer or controlling person in connection with the
     securities being registered, the Registrant will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public
     policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                -36-

<PAGE>
                   SIGNATURES AND POWERS OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Malvern, Commonwealth of Pennsylvania, on the 1st day of September,
2000.

                             LIBERTY PROPERTY TRUST



                             BY: /s/ WILLARD G. ROUSE III
                             ---------------------------------------
                             WILLARD G. ROUSE III
                             PRESIDENT AND CHIEF EXECUTIVE OFFICER

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Willard G.  Rouse III and
George J.  Alburger, Jr., his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration
Statement, and any additional related registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(including post-effective amendments to the Registration Statement and
any such related registration statements), and to file the same, with
all exhibits thereto, and any other documents in connection therewith,
granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following
persons in the capacities with the above Registrant and on the dates
indicated.

Signature                     Title                   Date
---------------------------   ----------------------  ----------------

                              Chairman of the Board
                              of Trustees and Chief
                              Executive Officer
                              (Principal Executive
/s/ Willard G. Rouse III      Officer)                September 1, 2000
---------------------------
Willard G. Rouse III

                                 -37-

<PAGE>
Signature                     Title                   Date
---------------------------   ----------------------  ----------------

                              Chief Financial Officer
                              (Principal Financial
/s/ George J. Alburger, Jr.   and Accounting Officer) September 1, 2000
---------------------------
George J. Alburger, Jr.

/s/ Joseph P. Denny           Trustee                 September 1, 2000
---------------------------
Joseph P. Denny

/s/ M. Leanne Lachman         Trustee                 September 1, 2000
---------------------------
M. Leanne Lachman

/s/ Frederick F. Buchholz     Trustee                 September 1, 2000
---------------------------
Frederick F. Buchholz

/s/ J. Anthony Hayden         Trustee                 September 1, 2000
---------------------------
J. Anthony Hayden

/s/ David L. Lingerfelt       Trustee                 September 1, 2000
---------------------------
David L. Lingerfelt

/s/ John A. Miller            Trustee                 September 1, 2000
---------------------------
John A. Miller, CLU

/s/ Stephen B. Siegel         Trustee                 September 1, 2000
---------------------------
Stephen B. Siegel

/s/ Thomas C. DeLoach, Jr.    Trustee                 September 1, 2000
---------------------------
Thomas C. DeLoach, Jr.



                               -38-






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