LIBERTY PROPERTY TRUST
65 Valley Stream Parkway
Malvern, PA 19355
(610) 648-1700
September 19, 2000
VIA EDGAR
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Securities and Exchange Commission
Division of Corporate Finance
Attention: Andrew Brady, Esquire
450 Fifth Street, N.W.
Washington, DC 20549-1004
Re: Liberty Property Limited Partnership
Registration Statement on Form S-3, SEC File No. 333-45032-01
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Dear Mr. Brady:
On behalf of Liberty Property Limited Partnership (the "Company"), and
pursuant to Rule 477(a) promulgated under the Securities Act of 1933,
as amended, the Company hereby applies for an order granting the
immediate withdrawal of its Registration Statement on Form S-3,
together with all exhibits and amendments thereto, SEC File No. 333-
45032-01, which was filed on September 1, 2000 (the "Registration
Statement").
The Registration Statement registers common shares of beneficial
interest of Liberty Property Trust, a Maryland real estate investment
trust ("LPT"), which is the sole general partner of the Company. The
Company was inadvertently shown in the EDGAR header tags relating to
the Registration Statement as a co-filer along with LPT. In fact, the
Registration Statement registers only securities of LPT, and therefore
the Company should not have been included as a co-filer.
Accordingly, the Company hereby requests that an order granting the
withdrawal of the Registration Statement as a filing by the Company be
issued by the Commission as soon as possible. However, the
Registration Statement should not be withdrawn as a filing by LPT.
Securities and Exchange Commission
September 19, 2000
Page Two
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Should you have any questions, please feel free to call the Company's
outside counsel, Morgan, Lewis & Bockius LLP. You should direct your
call to Richard A. Silfen (215-963-5024) or Justin W. Chairman (215-
963-5061).
Sincerely,
LIBERTY PROPERTY LIMITED PARTNERSHIP
By: Liberty Property Trust
its sole general partner
By: /s/ James J. Bowes
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James J. Bowes
Secretary and General Counsel
