<PAGE>

      As filed with the Securities and Exchange Commission on June 3, 1997
                                                           Registration No. 333-
--------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                             BRANDYWINE REALTY TRUST
             (Exact name of Registrant as specified in its charter)

                 Maryland                                23-2413352
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)              

                               16 Campus Boulevard
                       Newtown Square, Pennsylvania 19073
                                 (610) 325-5600
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)


                          1997 LONG-TERM INCENTIVE PLAN


                                Gerard H. Sweeney
                      President and Chief Executive Officer
                               16 Campus Boulevard
                       Newtown Square, Pennsylvania 19073
                                 (610) 325-5600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

<TABLE>
<CAPTION>

                                                 CALCULATION OF REGISTRATION FEE
====================================================================================================================================

                                                                  Proposed Maximum       Proposed Maximum
           Title of Shares                   Amount to be             Offering              Aggregate                Amount of
          to be Registered                    Registered         Price Per Share(1)     Offering Price(1)         Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                       <C>                  <C>                         <C>   
Common Shares of Beneficial Interest, par   750,000 shares            $20.1875             $15,140,625                 $4,588
value $.01 per share.................
====================================================================================================================================
</TABLE>

(1)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h) based on the average of the high and low
     reported sales prices per share on the American and Stock Exchange on May
     28, 1997, a date within five business days of the date on which this
     registration statement is being filed.


<PAGE>
                                    PART II


Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed by Brandywine Realty
Trust ("Registrant" or the "Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference into this
Registration Statement:

                  (a) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;

                  (b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;

                  (c) the Company's Current Reports on Form 8-K dated February
7, 1997, February 27, 1997, March 18, 1997, April 18, 1997, May 1, 1997 and May
9, 1997, and the Current Reports on Form 8-K/A dated February 5, 1997 (8-K/A No.
1), February 13, 1997 (8-K/A No. 1), February 24, 1997 (8-K/A No. 2) and April
29, 1997 (8-K/A No. 1).

                  (d) the description of the Common Shares of the Company
contained in the Company's Registration Statement on Form 8-A dated March 24,
1986, as amended by a Form 8 dated June 4, 1986, as further amended by a Form 8
dated July 23, 1986 and as further amended by a Form 8-A/A dated December 23,
1996 and any other amendments or reports filed for the purpose of updating such
description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to this
Registration Statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         The Common Shares, which are the class of securities offered pursuant
to this Registration Statement, are registered under the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Title 8 of the Corporations and Associations Article of the Annotated
Code of Maryland permits a Maryland real estate investment trust to include in
its Declaration of Trust a provision limiting the liability of its trustees and
officers to the trust and its shareholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or profit in
money, property or services or (b) active a deliberate dishonesty established by
a final judgment as being material to the cause of action. The Declaration of
Trust of the Company contains such a provision which eliminates such liability
to the maximum extent permitted by the Maryland law.

         The Company's Bylaws require it to indemnify (a) any present or former
trustee or officer who has been successful, on the merits or otherwise, in the
defense of a proceeding to which he was made a party by reason of such status,
against reasonable expenses incurred by him in connection with the proceeding
and (b) any present or former trustee or officer against any claim or


<PAGE>
liability to which he may become subject by reason of his status as such unless
it is established that (i) his act or omission was committed in bad faith or was
the result of active and deliberate dishonesty, (ii) he actually received an
improper personal benefit in money, property or services or (iii) in the case of
a criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful. In addition, the Company's Bylaws require it to pay or
reimburse, in advance of final disposition of a proceeding, reasonable expenses
incurred by a present or former trustee or officer made a party to a proceeding
by reason of his status as a trustee or officer provided that the Company shall
have received (i) a written affirmation by the trustee or officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws and (ii) a written
undertaking by or on his behalf to repay the amount paid or reimbursed by the
Company if it shall ultimately be determined that the standard of conduct was
not met. The Company's Bylaws also (i) permit the Company, with the approval of
its trustees, to provide indemnification and payment or reimbursement of
expenses to a present or former trustee of officer who served a predecessor of
the Company in such capacity, and to any employee or agent of the Company or a
predecessor of the Company, (ii) provide that any indemnification or payment or
reimbursement of the expenses permitted by Bylaws shall be furnished in
accordance with the procedures provided for indemnification and payment or
reimbursement of expenses under Section 2-418 of the Maryland General
Corporation Law ("MGCL") for directors of Maryland corporations and (iii) permit
the Company to provide such other and further indemnification or payment or
reimbursement of expenses as may be permitted by the MGCL for directors of
Maryland corporations.

         The limited partnership agreement of the Operating Partnership also
provides for indemnification by the Operating Partnership of the Company and its
trustees and officers for any costs, expenses or liabilities incurred by them by
reason of any act performed by them for or on behalf of the Operating
Partnership or the Company; provided that such person's conduct was taken in
good faith and in the belief that such conduct was in the best interests of the
Operating Partnership and that such person was not guilty of fraud, willful
misconduct or gross negligence.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to trustees and
officers of the Trust pursuant to the foregoing provisions or otherwise, the
Company has been advised that, although the validity and scope of the governing
statute has not been tested in court, in the opinion of the Commission, such
indemnification is against public policy as expressed in Securities Act and is,
therefore, unenforceable. In addition, indemnification may be limited by state
securities laws.

Item 7.  Exemption From Registration Claimed.

         No restricted securities are being reoffered or resold pursuant to this
registration statement.

Item 8.  Exhibits.

         5.1  Opinion of Pepper, Hamilton & Scheetz
         5.2  Opinion of Ballard Spahr Andrews & Ingersoll
         23.1 Consent of Arthur Andersen LLP
         23.2 Consent of Pepper, Hamilton & Scheetz (contained in Exhibit 5.1)
         23.3 Consent of Ballard Spahr Andrews and Ingersoll (contained in 
              Exhibit 5.2)
         24   Power of Attorney (see page 4)

Item 9.  Undertakings.

         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;



                                       -2-
<PAGE>
                  (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, 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 and of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(h) 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; and

                  (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 clauses (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses 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.

         The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to trustees, officers and 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 Securities Act and will be governed by the final
adjudication of such issue.



                                       -3-

<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on June
3, 1997.

                                      BRANDYWINE REALTY TRUST


                                      By: /s/ Gerard H. Sweeney
                                          --------------------------------------
                                          Gerard H. Sweeney
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anthony A. Nichols, Sr. and
Gerard H. Sweeney his true and lawful attorneys-in-fact and agents, with full
power of substitution and re substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>


              Signatures                Title                                                    Date
              ----------                -----                                                    ----
<S>                                     <C>                                                   <C>   
/s/Anthony A. Nichols, Sr.              Chairman of the Board of Trustees                    June 3, 1997
--------------------------------
Anthony A. Nichols, Sr.

/s/ Gerard H. Sweeney                   President, Chief Executive Officer and               June 3, 1997
--------------------------------        Trustee (Principal Executive Officer)          
Gerard H. Sweeney                       

/s/ Mark S. Kripke                      Chief Financial Officer (Principal                   June 3, 1997
--------------------------------        Financial and Accounting Officer)
Mark S. Kripke                          

/s/ Richard M. Osborne                  Trustee
--------------------------------
Richard M. Osborne                                                                           June 3, 1997

/s/ Warren V. Musser                    Trustee
--------------------------------
Warren V. Musser                                                                             June 3, 1997

/s/ Walter D. Alessio                   Trustee
--------------------------------
Walter D'Alessio                                                                             June 3, 1997

/s/ Charles P. Pizzi                    Trustee                                              June 3, 1997
--------------------------------
Charles P. Pizzi


</TABLE>

                                       -4-

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

                                                                                                 Sequentially
Exhibit            Exhibit                                                                         Numbered
Number            Description                                                                        Page
------            -----------                                                                        ----
<S>               <C>                                                                         <C>

5.1               Opinion of Pepper, Hamilton & Scheetz LLP
5.2               Opinion of Ballard Spahr Andrews & Ingersoll
23.1              Consent of Arthur Andersen LLP
23.2              Consent of Pepper, Hamilton & Scheetz LLP (contained in Exhibit 5.1)
23.3              Consent of Ballard Spahr Andrews and Ingersoll (contained in Exhibit 5.2)
24                Power of Attorney (see page 4)


</TABLE>

                                       -5-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19550}]
{"company-data": {"conformed-name": "BRANDYWINE REALTY TRUST", "cik": "0000790816", "assigned-sic": "6798", "irs-number": "232413352", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28427", "film-number": "97618679"}, "business-address": {"street1": "16 CAMPUS BOULEVARD", "street2": "STE 100", "city": "NEWTOWN SQUARE", "state": "PA", "zip": "19073", "phone": "1-610-325-5600"}, "mail-address": {"street1": "TWO GREENTREE CENTRE", "street2": "SUITE 100", "city": "MARLTON", "state": "NJ", "zip": "08053"}, "former-company": {"former-conformed-name": "LINPRO SPECIFIED PROPERTIES", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 3, 1997
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             BRANDYWINE REALTY TRUST
             (Exact name of Registrant as specified in its charter)

                 Maryland                                23-2413352
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)              

                               16 Campus Boulevard
                       Newtown Square, Pennsylvania 19073
                                 (610) 325-5600
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                          1997 LONG-TERM INCENTIVE PLAN

                                Gerard H. Sweeney
                      President and Chief Executive Officer
                               16 Campus Boulevard
                       Newtown Square, Pennsylvania 19073
                                 (610) 325-5600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 ---------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================

                                                                  Proposed Maximum       Proposed Maximum
           Title of Shares                   Amount to be             Offering              Aggregate                Amount of
          to be Registered                    Registered         Price Per Share(1)     Offering Price(1)         Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Shares of Beneficial Interest, par   750,000 shares            $20.1875             $15,140,625                 $4,588
value $.01 per share.................
====================================================================================================================================
(1)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h) based on the average of the high and low
     reported sales prices per share on the American and Stock Exchange on May
     28, 1997, a date within five business days of the date on which this
     registration statement is being filed.
PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed by Brandywine Realty
Trust ("Registrant" or the "Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference into this
Registration Statement:

                  (a) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;

                  (b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;

                  (c) the Company's Current Reports on Form 8-K dated February
7, 1997, February 27, 1997, March 18, 1997, April 18, 1997, May 1, 1997 and May
9, 1997, and the Current Reports on Form 8-K/A dated February 5, 1997 (8-K/A No.
1), February 13, 1997 (8-K/A No. 1), February 24, 1997 (8-K/A No. 2) and April
29, 1997 (8-K/A No. 1).

                  (d) the description of the Common Shares of the Company
contained in the Company's Registration Statement on Form 8-A dated March 24,
1986, as amended by a Form 8 dated June 4, 1986, as further amended by a Form 8
dated July 23, 1986 and as further amended by a Form 8-A/A dated December 23,
1996 and any other amendments or reports filed for the purpose of updating such
description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to this
Registration Statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         The Common Shares, which are the class of securities offered pursuant
to this Registration Statement, are registered under the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Title 8 of the Corporations and Associations Article of the Annotated
Code of Maryland permits a Maryland real estate investment trust to include in
its Declaration of Trust a provision limiting the liability of its trustees and
officers to the trust and its shareholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or profit in
money, property or services or (b) active a deliberate dishonesty established by
a final judgment as being material to the cause of action. The Declaration of
Trust of the Company contains such a provision which eliminates such liability
to the maximum extent permitted by the Maryland law.

         The Company's Bylaws require it to indemnify (a) any present or former
trustee or officer who has been successful, on the merits or otherwise, in the
defense of a proceeding to which he was made a party by reason of such status,
against reasonable expenses incurred by him in connection with the proceeding
and (b) any present or former trustee or officer against any claim or
liability to which he may become subject by reason of his status as such unless
it is established that (i) his act or omission was committed in bad faith or was
the result of active and deliberate dishonesty, (ii) he actually received an
improper personal benefit in money, property or services or (iii) in the case of
a criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful. In addition, the Company's Bylaws require it to pay or
reimburse, in advance of final disposition of a proceeding, reasonable expenses
incurred by a present or former trustee or officer made a party to a proceeding
by reason of his status as a trustee or officer provided that the Company shall
have received (i) a written affirmation by the trustee or officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws and (ii) a written
undertaking by or on his behalf to repay the amount paid or reimbursed by the
Company if it shall ultimately be determined that the standard of conduct was
not met. The Company's Bylaws also (i) permit the Company, with the approval of
its trustees, to provide indemnification and payment or reimbursement of
expenses to a present or former trustee of officer who served a predecessor of
the Company in such capacity, and to any employee or agent of the Company or a
predecessor of the Company, (ii) provide that any indemnification or payment or
reimbursement of the expenses permitted by Bylaws shall be furnished in
accordance with the procedures provided for indemnification and payment or
reimbursement of expenses under Section 2-418 of the Maryland General
Corporation Law ("MGCL") for directors of Maryland corporations and (iii) permit
the Company to provide such other and further indemnification or payment or
reimbursement of expenses as may be permitted by the MGCL for directors of
Maryland corporations.

         The limited partnership agreement of the Operating Partnership also
provides for indemnification by the Operating Partnership of the Company and its
trustees and officers for any costs, expenses or liabilities incurred by them by
reason of any act performed by them for or on behalf of the Operating
Partnership or the Company; provided that such person's conduct was taken in
good faith and in the belief that such conduct was in the best interests of the
Operating Partnership and that such person was not guilty of fraud, willful
misconduct or gross negligence.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to trustees and
officers of the Trust pursuant to the foregoing provisions or otherwise, the
Company has been advised that, although the validity and scope of the governing
statute has not been tested in court, in the opinion of the Commission, such
indemnification is against public policy as expressed in Securities Act and is,
therefore, unenforceable. In addition, indemnification may be limited by state
securities laws.

Item 7.  Exemption From Registration Claimed.

         No restricted securities are being reoffered or resold pursuant to this
registration statement.

Item 8.  Exhibits.

         5.1  Opinion of Pepper, Hamilton & Scheetz
         5.2  Opinion of Ballard Spahr Andrews & Ingersoll
         23.1 Consent of Arthur Andersen LLP
         23.2 Consent of Pepper, Hamilton & Scheetz (contained in Exhibit 5.1)
         23.3 Consent of Ballard Spahr Andrews and Ingersoll (contained in 
              Exhibit 5.2)
         24   Power of Attorney (see page 4)

Item 9.  Undertakings.

         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;

                                       -2-
(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, 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 and of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(h) 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; and

                  (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 clauses (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses 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.

         The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to trustees, officers and 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       -3-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on June
3, 1997.

                                      BRANDYWINE REALTY TRUST

                                      By: /s/ Gerard H. Sweeney
                                          --------------------------------------
                                          Gerard H. Sweeney
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anthony A. Nichols, Sr. and
Gerard H. Sweeney his true and lawful attorneys-in-fact and agents, with full
power of substitution and re substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures                Title                                                    Date
              ----------                -----                                                    ----
/s/Anthony A. Nichols, Sr.              Chairman of the Board of Trustees                    June 3, 1997
--------------------------------
Anthony A. Nichols, Sr.

/s/ Gerard H. Sweeney                   President, Chief Executive Officer and               June 3, 1997
--------------------------------        Trustee (Principal Executive Officer)          
Gerard H. Sweeney                       

/s/ Mark S. Kripke                      Chief Financial Officer (Principal                   June 3, 1997
--------------------------------        Financial and Accounting Officer)
Mark S. Kripke                          

/s/ Richard M. Osborne                  Trustee
--------------------------------
Richard M. Osborne                                                                           June 3, 1997

/s/ Warren V. Musser                    Trustee
--------------------------------
Warren V. Musser                                                                             June 3, 1997

/s/ Walter D. Alessio                   Trustee
--------------------------------
Walter D'Alessio                                                                             June 3, 1997

/s/ Charles P. Pizzi                    Trustee                                              June 3, 1997
--------------------------------
Charles P. Pizzi
-4-
EXHIBIT INDEX
Sequentially
Exhibit            Exhibit                                                                         Numbered
Number            Description                                                                        Page
------            -----------                                                                        ----
5.1               Opinion of Pepper, Hamilton & Scheetz LLP
5.2               Opinion of Ballard Spahr Andrews & Ingersoll
23.1              Consent of Arthur Andersen LLP
23.2              Consent of Pepper, Hamilton & Scheetz LLP (contained in Exhibit 5.1)
23.3              Consent of Ballard Spahr Andrews and Ingersoll (contained in Exhibit 5.2)
24                Power of Attorney (see page 4)
-5-