The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This Quarterly Report on Form 10-Q and other materials filed by us with the SEC (as well as information included in oral or other written statements made by us) contain statements that are forward-looking, including statements relating to business and real estate development activities, acquisitions, dispositions, future capital expenditures, financing sources, governmental regulation (including environmental regulation) and competition. We intend such forward-looking statements to be covered by the safe-harbor provisions of the 1995 Act. The words "anticipate," "believe," "estimate," "expect," "intend," "will," "should" and similar expressions, as they relate to us, are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. As forward-looking statements, these statements involve important risks, uncertainties and other factors that could cause actual results to differ materially from the expected results and, accordingly, such results may differ from those expressed in any forward-looking statements made by us or on our behalf. Factors that could cause actual results to differ materially from our expectations include, but are not limited to:

• the continuing impact of the recent credit crisis and global economic slowdown, which is having and may continue to have negative effect on the following, among other things:

• the fundamentals of our business, including overall market occupancy and rental rates;

• the financial condition of our tenants, many of which are financial, legal and other professional firms, our lenders, counterparties to our derivative financial instruments and institutions that hold our cash balances and short-term investments, which may expose us to increased risks of default by these parties;

• ability to obtain financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue acquisition and development opportunities and refinance existing debt; and

• value of real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis.

• changes in local real estate conditions (including changes in rental rates and the number of properties that compete with our properties);

• changes in the economic conditions affecting industries in which our principal tenants compete;

• the unavailability of equity and debt financing for us or our tenants, particularly in light of the current economic environment;

• our failure to lease unoccupied space in accordance with our projections;

• our failure to re-lease occupied space upon expiration of leases;

• tenant defaults and the bankruptcy of major tenants;

• changes in prevailing interest rates;

• risks associated with interest rate hedging contracts and the effectiveness of such arrangements;

• failure of acquisitions to perform as expected;

• unanticipated costs associated with the acquisition, integration and operation of, our acquisitions;

• unanticipated costs to complete, lease-up and operate our developments and redevelopments;

• impairment charges;

• increased costs for, or lack of availability of, adequate insurance, including for terrorist acts;

• risks associated with actual or threatened terrorist attacks;

• demand for tenant services beyond those traditionally provided by landlords;

• potential liability under environmental or other laws;

• failure or bankruptcy of real estate venture partners;

• inability of real estate venture partners to fund venture obligations;

• failure of dispositions to close in a timely manner;

• failure of buyers to comport with terms of their financing agreements to us;

• earthquakes and other natural disasters;

• risks associated with federal, state and local tax audits;

• complex regulations relating to our status as a REIT and the adverse consequences of our failure to qualify as a REIT; and

• the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results.

Given these uncertainties, and the other risks identified in the "Risk Factors" section of our 2008 Annual Report on Form 10-K, we caution readers not to place undue reliance on forward-looking statements. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

The discussion that follows is based primarily on our consolidated financial statements as of September 30, 2009 and December 31, 2008 and for the three-and nine months ended September 30, 2009 and 2008 and should be read along with the consolidated financial statements and related notes appearing elsewhere in this report. The ability to compare one period to another may be significantly affected by acquisitions completed, development properties placed in service and dispositions made during those periods.

OVERVIEW

As of September 30, 2009, our portfolio consisted of 213 office properties, 22 industrial facilities and three mixed-use properties that contain an aggregate of approximately 23.7 million net rentable square feet. In addition, we consolidate three office properties owned by real estate ventures containing 0.4 million net rentable square feet. These 241 properties make up our core portfolio. We also had, as of September 30, 2009, two properties under development and four properties under redevelopment containing an aggregate 2.0 million net rentable square feet. Therefore, as of September 30, 2009, we consolidated 247 properties with an aggregate of 26.1 million net rentable square feet. As of September 30, 2009, we also held economic interests in 11 unconsolidated real estate ventures (the "Real Estate Ventures") that we formed with third parties to develop or own commercial properties. The properties owned by these Real Estate Ventures contain approximately 4.2 million net rentable square feet.

As of September 30, 2009, we managed our portfolio within six geographic segments: (1) Pennsylvania, (2) Metropolitan Washington D.C, (3) New Jersey/Delaware, (4) Richmond, Virginia, (5) California and (6) Austin, Texas. The Pennsylvania segment includes properties in Chester, Delaware, Bucks, and Montgomery counties in the Philadelphia suburbs and the City of Philadelphia in Pennsylvania. The Metropolitan Washington, D.C. segment includes properties in Northern Virginia and suburban Maryland. The New Jersey/Delaware segment includes properties in Burlington, Camden and Mercer counties and counties in the southern and central part of New Jersey and in New Castle county in the state of Delaware. The Richmond, Virginia segment includes properties primarily in Albemarle, Chesterfield, Goochland and Henrico counties and Durham, North Carolina. The California segment includes properties in Oakland, Concord, Carlsbad and Rancho Bernardo. The Austin, Texas segment includes properties in Austin and Coppell.

We generate cash and revenue from leases of space at our properties and, to a lesser extent, from the management of properties owned by third parties and from investments in the Real Estate Ventures. Factors that we evaluate when leasing space include rental rates, costs of tenant improvements, tenant creditworthiness, current and expected operating costs, the length of the lease, vacancy levels and demand for office and industrial space. We also generate cash through sales of assets, including assets that we do not view as core to our portfolio, either because of location or expected growth potential, and assets that are commanding premium prices from third party investors.

Our financial and operating performance is dependent upon the demand for office, industrial and other commercial space in our markets, our leasing results, our acquisition, disposition and development activity, our financing activity, our cash requirements and economic and market conditions, including prevailing interest rates.

Deteriorating economic conditions have resulted in a reduction of the availability of financing and higher borrowing costs. These factors, coupled with a slowing economy, have reduced the volume of real estate transactions and created credit stresses on most businesses. We believe that vacancy rates may increase through 2009 and possibly beyond as the current economic climate negatively impacts tenants in our Properties.

We expect that the impact of the current state of the economy, including rising unemployment and the unprecedented volatility and illiquidity in the financial and credit markets, will continue to have a dampening effect on the fundamentals of our business, including increases in past due accounts, tenant defaults, lower occupancy and reduced effective rents. These conditions would negatively affect our future net income and cash flows and could have a material adverse effect on our financial condition. We believe that the quality of our assets and our strong balance sheet will enable us to raise debt capital, if necessary, from sources such as traditional term or secured loans from banks, pension funds and life insurance companies, however these sources are lending fewer dollars, under stricter terms and at higher borrowing rates, and there can be no assurance that we will be able to borrow funds on terms that are economically attractive or at all.

We seek revenue growth at our portfolio through an increase in occupancy and rental rates. Occupancy at our core portfolio at September 30, 2009 was 88.4%. Our overall occupancy at September 30, 2009, including our six properties under development or redevelopment, was 83.2%.

In seeking to increase revenue through our operating, financing and investment activities, we also seek to minimize operating risks, including (i) tenant rollover risk, (ii) tenant credit risk and (iii) development risk.

Tenant Rollover Risk:

We are subject to the risk that tenant leases, upon expiration, are not renewed, that space may not be relet, or that the terms of renewal or reletting (including the cost of renovations) may be less favorable to us than the current lease terms. Leases accounting for approximately 2.2% of our aggregate final annualized base rents as of September 30, 2009 (representing approximately 2.1% of the net rentable square feet of the Properties) expire without penalty in 2009. We maintain an active dialogue with our tenants in an effort to maximize lease renewals. During the nine months ended September 30, 2009, we achieved a 75.6% retention rate in our core portfolio. If we are unable to renew leases or relet space under expiring leases, at anticipated rental rates, or if tenants terminate their leases early, our cash flow would be adversely impacted.

Tenant Credit Risk:

In the event of a tenant default, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment. Our management regularly evaluates our accounts receivable reserve policy in light of our tenant base and general and local economic conditions. Our accounts receivable allowance was $17.5 million or 15.6% of total receivables (including accrued rent receivable) as of September 30, 2009 compared to $15.5 million or 13.6% of total receivables (including accrued rent receivable) as of December 31, 2008.

If economic conditions persist or deteriorate further, we may experience increases in past due accounts, defaults, lower occupancy and reduced effective rents. This condition would negatively affect our future net income and cash flows and could have a material adverse effect on our financial condition.

Development Risk:

At September 30, 2009, we were proceeding on two developments and four redevelopments sites aggregating 2.0 million square feet with total projected costs of $417.7 million of which $192.4 million remained to be funded. These amounts include $355.4 million of total project costs for the combined 30th Street Post Office (100% pre-leased to the Internal Revenue Service) and Cira South Garage (94.3% pre-leased to the Internal Revenue Service) in Philadelphia, Pennsylvania of which $174.2 million remained to be funded at September 30, 2009. See Note 7 to our consolidated financial statements and the liquidity and capital resources section herein for a description of the forward financing commitment that was closed during the second quarter related to these projects. We are also finishing the lease-up of seven recently completed developments and redevelopments for which we expect to spend an additional $16.3 million in the remainder of 2009. We are actively marketing space at these projects to prospective tenants but can provide no assurance as to the timing or terms of any leases of space at these projects.

As of September 30, 2009, we owned approximately 492 acres of undeveloped land. When the market recovers, we will look to opportunistically dispose of those parcels that we do not anticipate developing. For the parcels of land that we ultimately develop, we would be subject to risks associated with development of this land including construction cost increases or overruns and construction delays, insufficient occupancy rates, building moratoriums and inability to obtain necessary zoning, land-use, building, occupancy and other required governmental approvals.

RECENT PROPERTY TRANSACTIONS

To date, during 2009, we have sold six office properties and a condominium unit, containing an aggregate of 0.7 million net rentable square feet. Specifically:

• On February 4, 2009, we sold 748 and 855 Springdale Drive, two office properties located in Exton, Pennsylvania containing 66,664 net rentable square feet, for a sales price of $9.0 million.

• On March 16, 2009, we sold 305 Harper Drive, an office property located in Moorestown, New Jersey containing 14,980 net rentable square feet, for a sales price of $1.1 million.

• On April 29, 2009, we sold 7735 Old Georgetown Road, an office property located in Bethesda, Maryland containing 122,543 net rentable square feet, for a sales price of $26.5 million. At March 31, 2009, we incurred an impairment charge of $3.7 million to record this building to its fair market value.

• On October 2, 2009, we sold two office properties, totaling 473,658 net rentable square feet in Trenton, New Jersey for an aggregate sales price of $85.0 million. We provided the buyer a $22.5 million seven-year, approximately 6.00% cash pay/7.64% accrual second mortgage loan.

We continually reassess our portfolio to determine properties that may be in our best interest to sell depending on strategic or economic factors. From time to time, the decision to sell properties in the short term could result in an impairment or other loss being taken by us and such losses could be material to the statement of operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of Operations discuss our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Certain accounting policies are considered to be critical accounting policies, as they require management to make assumptions about matters that are highly uncertain at the time the estimate is made and changes in accounting policies are reasonably likely to occur from period to period. Management bases its estimates and assumptions on historical experience and current economic conditions. On an on-going basis, management evaluates its estimates and assumptions including those related to revenue, impairment of long-lived assets and the allowance for doubtful accounts. Actual results may differ from those estimates and assumptions.

Our Annual Report on Form 10-K for the year ended December 31, 2008 contains a discussion of our critical accounting policies. There have been no significant changes in our critical accounting policies since December 31, 2008. See also Note 2 in our unaudited consolidated financial statements for the three-and nine-month period ended September 30, 2009 set forth herein. Management discusses our critical accounting policies and management's judgments and estimates with our Audit Committee.

RESULTS OF OPERATIONS

Comparison of the Three-Month Periods Ended September 30, 2009 and 2008

The table below shows selected operating information for the "Same Store Property Portfolio" and the "Total Portfolio." The Same Store Property Portfolio consists of 232 properties containing an aggregate of approximately 22.6 million net rentable square feet that we owned for the entire three-month periods ended September 30, 2009 and 2008. This table also includes a reconciliation from the Same Store Property Portfolio to the Total Portfolio net income (i.e., all properties owned by us during the three-month periods ended September 30, 2009 and 2008) by providing information for the properties which were acquired, placed into service, under development or redevelopment and administrative/elimination information for the three-month periods ended September 30, 2009 and 2008 (in thousands).

The Total Portfolio net income presented in the table is equal to the net income of Brandywine Realty Trust. The only difference between the reported net income of Brandywine Realty Trust and Brandywine Operating Partnership is the allocation of the non-controlling interest attributable to continuing and discontinued operations for limited partnership units that is on the statement of operations for Brandywine Realty Trust.

Comparison of three-months ended September 30, 2009 to the three-months ended September 30, 2008

                                                                                           Recently             Development/
                                                                                          Completed             Redevelopment                    Other
                                            Same Store Property Portfolio                 Properties           Properties (a)               (Eliminations)                          Total Portfolio
                                                                    Increase/                                                                                                                          Increase/
(dollars in thousands)                    2009          2008        (Decrease)         2009       2008       2009          2008           2009           2008           2009            2008           (Decrease)
Revenue:
Cash rents                            $    110,570    $ 113,551    $     (2,981 )     $ 3,794    $ 1,647    $ 1,910       $ 1,754       $   (579 )     $   (751 )     $ 115,695       $ 116,201       $       (506 )
Straight-line rents                          1,395        1,747            (352 )       1,188        523        (20 )          21             -              -            2,563           2,291                272
Above/below market rent
amortization                                 1,464        1,366              98            -          -        (123 )         427             -              -            1,341           1,793               (452 )

Total rents                                113,429      116,664          (3,235 )       4,982      2,170      1,767         2,202           (579 )         (751 )       119,599         120,285               (686 )
Tenant reimbursements                       18,044       17,154             890           733        402        345           597             42            400          19,164          18,553                611
Termination fees                               548          338             210            -          -       1,216            -              -              -            1,764             338              1,426
Third party management fees, labor
reimbursement and leasing                       -            -               -             -          -          -             -           5,194          4,390           5,194           4,390                804
Other, excluding termination fees              598          527              71            43         14         80            (1 )          151            232             872             772                100

Total revenue                              132,619      134,683          (2,064 )       5,758      2,586      3,408         2,798          4,808          4,271         146,593         144,338              2,255

Property operating expenses                 39,545       41,013           1,468         1,886        482      1,023         1,309         (2,404 )       (3,661 )        40,050          39,143               (907 )
Real estate taxes                           13,200       13,437             237           571        692        271           247            206            146          14,248          14,522                274
Third party management expenses                 -            -               -             -          -          -             -           2,256          1,790           2,256           1,790               (466 )

Subtotal                                    79,874       80,233            (359 )       3,301      1,412      2,114         1,242          4,750          5,996          90,039          88,883              1,156

General & administrative expenses               -            -               -             -          -          -             -           5,018          6,863           5,018           6,863              1,845
Depreciation and amortization               46,384       47,124             740         2,093        829      2,251           976            694          1,090          51,422          50,019             (1,403 )

Operating Income (loss)               $     33,490    $  33,109    $        381       $ 1,208    $   583    $  (137 )     $   266       $   (962 )     $ (1,957 )     $  33,599       $  32,001       $      1,598

Number of properties                           232          232                             7          7          6             6                                           245             245
Square feet                                 22,578       22,578                         1,025      1,025      1,944         1,944                                        25,547          25,547

Other Income (Expense):
Interest income                                                                                                                                                             473             221                252
Interest expense                                                                                                                                                        (31,455 )       (36,037 )            4,582
Interest expense - Deferred
financing costs                                                                                                                                                          (1,579 )        (1,092 )             (487 )
Recognized hedge activity                                                                                                                                                (1,517 )            -              (1,517 )
Equity in income of real estate
ventures                                                                                                                                                                  1,331           1,059                272
Gain on early extinguishment of
debt                                                                                                                                                                      5,073              -               5,073

Income (loss) from continuing
operations                                                                                                                                                                5,925          (3,848 )            9,773
Income from discontinued
operations                                                                                                                                                                1,384           5,594             (4,210 )

Net income                                                                                                                                                            $   7,309       $   1,746       $      5,563

Earnings per common share                                                                                                                                             $    0.04       $   (0.01 )     $       0.05

EXPLANATORY NOTES

(a) - Results include: two developments and four redevelopment properties.

Total Revenue

Cash rents from the Total Portfolio decreased by $0.5 million from third quarter 2008 to third quarter 2009 primarily due to a decrease of $3.0 million at the same store portfolio as a result of the decrease in same store occupancy of 3.6%. This decrease was offset by an increase of $2.2 million from seven properties that we completed and placed in service subsequent to the third quarter of 2008.

Termination fees at the Total Portfolio increased by $1.4 million from the third quarter of 2008 to the third quarter of 2009 primarily due to a $1.2 million termination fee received from one tenant at one of the redevelopment properties.

Third party management fees, labor reimbursement and leasing increased by $0.8 million mainly due to a $0.7 million of leasing commission received.

Property Operating Expenses

Property operating expenses at the Total Portfolio increased by $0.9 million from the third quarter of 2008 to the third quarter of 2009 primarily due to the expenses from seven properties that we completed and placed in service subsequent to the third quarter of 2008.

General and Administrative Expense

General and Administrative Expense decreased by $1.8 million mainly due to a severance accrual of $1.1 million in the third quarter of 2008 and a decrease in . . .