<PAGE> 1
 
=============================================================================

  As filed with the Securities and Exchange Commission on June 1, 1995

                                                       Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                   PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
             (Exact name of registrant as specified in its charter)

                                  PENNSYLVANIA
         (State or other jurisdiction of incorporation or organization)

                                   23-6216339
                    (I.R.S. Employer Identification Number)

                       455 Pennsylvania Avenue, Suite 135
                      Fort Washington, Pennsylvania 19034
                    (Address of principal executive offices)

                   PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
             AMENDED INCENTIVE AND NON QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

         Sylvan M. Cohen, Chairman, Chief Executive Officer and Trustee
                       455 Pennsylvania Avenue, Suite 135
                      Fort Washington, Pennsylvania 19034
                    (Name and address of agent for service)
                                 (215) 542-9250
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=========================================================================================================================
Title of each class           Amount to be             Proposed maximum         Proposed               Amount of
of securities to be           registered               offering price per       maximum                registration
registered                                             share                    aggregate offering     fee
                                                                                price
- -------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                      <C>                     <C>                  <C>
Incentive Stock Options;               (1)                      (2)                     (2)                  $ 0
each option to purchase
not less than one share
of Beneficial Interest
- -------------------------------------------------------------------------------------------------------------------------
Shares of Beneficial              400,000                       (2)                     $(2)              $3,088.90
Interest, par value $1.00
=========================================================================================================================
</TABLE>

(1)  There are outstanding options to purchase 278,000 shares of Beneficial
     Interest. The amount being registered represents the maximum number of
     shares of Beneficial Interest issuable upon exercise of options granted or
     to be granted under the Registrant's Amended Incentive and Non Qualified
     Stock Option Plan.

(2)  Computed pursuant to Rule 457(h)(1) promulgated under the Securities Act of
     1933. Solely for the purpose of determining the Registration Fee, (i) a
     price equal to $22.0625, the average of the high and low prices of the
     Registrant's Shares of Beneficial Interest on May 25, 1995 ("Market
     Price"), as reported on the American Stock Exchange, was assigned to (a)
     193,000 shares issuable upon exercise of outstanding options granted which
     have an exercise price less than the Market Price and (b) 122,000 shares
     issuable upon exercise of options available for grant under the Plan and
     (ii) a price equal to $23.625, the per share exercise price of outstanding
     options granted to purchase 85,000 shares issuable upon exercise of options
     granted was assigned to such shares, which price is higher than the Market
     Price.

==============================================================================

<PAGE> 2




                   PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
                      AMENDED INCENTIVE AND NON QUALIFIED

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

                               STOCK OPTION PLAN

                                     PART I

Item 1.                         PLAN INFORMATION

         An aggregate of Four Hundred Thousand (400,000) shares of beneficial
interest of the Registrant ("Shares"), par value $1.00 per share, were
authorized and reserved for issuance upon the exercise of options that may be
granted under the Amended Incentive and Non-Qualified Stock Option Plan (the
"Plan") attached as Exhibit 4 hereto and made a part hereof.

         The Plan is administered by a Committee of the Board of Trustees of the
Registrant, whose composition is described in Section 3(a) of the Plan. This
Committee has plenary authority in its discretion to exercise the power and
authority necessary to carry out its functions as described in the Plan. Options
are granted by the Committee to grantees who are officers and/or key employees
of the Registrant as determined by the Committee. Two Hundred Seventy-Eight
thousand (278,000) options have been granted under the Plan. The Committee when
granting options under the Plan may state whether they are incentive or
non-qualified stock options. Each grantee enters into a written agreement with
the Registrant. The purpose of the Plan is to provide an incentive to selected
officers and key employees of the Registrant to acquire a proprietary interest
in the Registrant, to continue as its officers and employees and to increase the
efforts on behalf of the Registrant.

         The purchase price of the Shares upon exercise of an option is no less
than the fair market value of the Shares of Registrant on the date of grant,
which is defined in Section 7 of the Plan, inter alia, as the closing price of
Shares on a national securities exchange on such date. The Committee determines
on the date the option is granted the rate at which Shares subject to option may
be acquired. Each option is exercisable for a term of up to 10 years from the
date it is granted, provided that incentive options granted to a 10% shareholder
in the Registrant are exercisable for a term of up to 5 years from the date of
grant. Options granted under the Plan are subject to earlier termination upon
retirement, disability, death, or a change of control as defined in the Plan,
all as more particularly set forth in Section 7 of the Plan, incorporated herein
by reference. Each option is exercisable only by its grantee during his or her
lifetime.

         The Plan provides for adjustments to compensate for certain changes in
the Shares of the Registrant, as is set forth in Section 8 of the Plan,
incorporated herein by reference. The Plan is not subject to any provisions of
the Employment Income Security Act of 1974 ("ERISA"). Additional information
about the Plan may be obtained from the Registrant at the address and telephone
number provided on the first page of this Registration Statement.



                                       2


<PAGE> 3



Item 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents incorporated by reference in Item 3 of Part II of this
Registration Statement are available without charge, upon written or oral
request to the address and telephone number provided on the first page of this
Registration Statement.

                                    PART II

Item 3.               INCORPORATION OF DOCUMENTS BY REFERENCE

         The documents listed in (a) through (c) below are hereby incorporated
by reference in this Registration Statement on Form S-8; and all documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference in this Registration Statement
on Form S-8, and shall be a part hereof from the date of the filing of such
documents.

         (a)   The Registrant's annual report on Form 10-K for the fiscal year
               ended August 31, 1994.

         (b)   All other reports filed by the Registrant pursuant to Sections
               13(a) or 15(d) of the Exchange Act since August 31, 1994.

         (c)   The description of the Registrant's Certificates of Beneficial
               Interest (the "Shares") contained in Registration Statements
               filed under the Exchange Act, including any amendment or report
               filed for the purpose of updating such description.

Item 4.                      DESCRIPTION OF SECURITIES

         Each Share has equal dividend and liquidation rights. The limited
voting rights of the Shareholders are as follows: each Share has one
non-cumulative vote operative only on questions of (1) increasing the liability
of Shareholders, which requires the consent of the holders of two-thirds of the
outstanding Shares, and (2) electing successors or additions to the present
Trustees. The Shares are fully paid and not subject to further calls or
assessment by the Trust. The Trust Agreement provides that Shareholders will not
be liable for assessment by the Trust and that the Trustees will have no general
power to bind them personally. The Shares are not convertible or subject to
redemption, and Shareholders have no pre-emptive or other rights to subscribe to
additional Shares. The Shares are transferable on the books of the Trust upon
surrender endorsed in the same manner as corporate stock. The transfer agent for
the Shares is The American Stock Transfer & Trust Company, New York, NY. The
Shares are listed on the American Stock Exchange.



                                       3


<PAGE> 4




         The Trust may be terminated and the rights of the Shareholders may be
modified by an amendment to the Trust Agreement approved by a vote of two-thirds
(but not less than four) of the Trustees. However, no amendment is effective to
increase the liability of Shareholders without the consent of the holders of
two-thirds of the outstanding Shares, and in no event can there be an amendment
requiring additional contributions from or assessments against the Shareholders.

Item 5.               INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the securities being offered hereby is being passed
upon by Cohen, Shapiro, Polisher, Shiekman and Cohen, 12 South 12th Street, PSFS
Building, Philadelphia, PA 19107-3981, counsel to the Registrant. Sylvan M.
Cohen, Esquire, Chairman, Chief Executive Officer and a Trustee of the
Registrant, and Robert Freedman, a Trustee of the Registrant, are partners of
Cohen, Shapiro, Polisher, Shiekman and Cohen, and Messrs. Cohen, Freedman and
other attorneys of such firm own, beneficially or otherwise, Shares of the
Registrant. As of March 1, 1995, Mr. Cohen was the beneficial owner of
approximately 7.65% of the outstanding Shares. In addition, Mr. Cohen holds
options to purchase up to 91,250 Shares pursuant to the Registrant's Amended
Incentive and Non Qualified Stock Option Plan. Mr. Freedman holds options to
purchase up to 6,000 shares pursuant to the Registrant's Option Plan for
NonEmployee Trustees.

Item 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Trust Agreement

         A.       Right to Indemnification of Trustees and Officers

                  Every trustee and officer of the Registrant is entitled
         pursuant to the Trust Agreement to be indemnified by the Registrant
         against reasonable fees and expenses of counsel, and any liability paid
         or incurred by such person in connection with any actual or threatened
         claim, action, suit or proceeding, civil, criminal, administrative,
         investigative or other, whether brought by or in the right of the
         Registrant or otherwise, in which he or she may be involved, as a party
         or otherwise, by reason of such person's being or having been a trustee
         or officer of the Registrant or by reason of the fact that such person
         is or was serving in any capacity at the request of the Registrant as a
         trustee, director, officer, employee, agent, partner, fiduciary or
         other representative of another real estate investment trust,
         corporation, partnership, joint venture, trust, employee benefit plan
         or other entity. Covered liabilities include amounts of expenses,
         liability, loss, judgments, excise taxes, fines and penalties and
         amounts paid in settlement. However, there is no such right of
         indemnification with respect to an action brought by a trustee or
         officer against the Registrant (other than a suit for indemnification).
         This indemnification includes the right to have expenses, incurred in
         connection with an action, paid by the Registrant prior to final
         disposition of such action, subject to such conditions as may be
         prescribed by law. The payment to a trustee or an officer of such
         expenses in advance of the final disposition of an action is contingent
         upon delivery to the Registrant of an undertaking by or on behalf of
         such person, to repay all the amounts advanced, without interest, if 


                                       4


<PAGE> 5



         it is ultimately determined that such person is not entitled to be
         indemnified under the Trust Agreement or otherwise. A person who is not
         a trustee or officer of the Registrant may be similarly indemnified in
         respect of service to the Registrant or to another such entity at the
         request of the Registrant, to the extent the Board of Trustees
         determines that he or she is entitled to indemnification under the
         Trust Agreement. The Trust Agreement does not provide for
         indemnification where the underlying conduct of an officer or director
         constituted willful misconduct or recklessness.

         B.       Right of Claimant to Bring Suit

                  If a claim under the indemnification provisions of the Trust
         Agreement is not paid in full by the Registrant within 60 days after a
         written claim has been received by the Registrant, the claimant may
         bring suit against the Registrant to recover the unpaid amount of the
         claim, and, if successful in whole or in part, the claimant is also
         entitled to be paid the expense of prosecuting such a claim. If the
         conduct of the claimant was such that under law the Registrant would be
         prohibited from indemnifying the claimant for the amount claimed, this
         will constitute a defense, which the Registrant will have the burden of
         proving.

         C.       Insurance and Funding for Payment of Expenses

                  The Registrant may purchase and maintain insurance, at its
         expense, to protect itself and any person eligible to be indemnified
         hereunder against any liability or expense incurred in connection with
         any action, whether or not the Registrant would have the power to
         provide indemnification of such liability or expense by law or under
         the provisions of the Trust Agreement. The Registrant may create a
         trust fund, grant a security interest, cause a letter of credit to be
         issued or use other means to insure the payment of indemnification.

         D.       Non-Exclusivity of Rights

                  The limitation of the trustees' liability and the right to
         indemnification and to the advancement of expenses provided in the
         Trust Agreement are not exclusive of any other rights that any person
         may have or hereafter acquire under any statute, provision of the Trust
         Agreement, by-laws, other agreement, vote of shareholders or trustees
         or otherwise.

         E.       Extent of Rights

                  The provisions in the Trust Agreement relating to the
         limitation of trustees' liability, and relating to indemnification and
         to the advancement of expenses create contractual rights in favor of
         each of the trustees, officers and other persons entitled to
         indemnification, which may be modified as to any trustee, officer or
         other person only with his or her written consent. These contractual
         rights survive when such a person ceases to have the status pursuant



                                       5


<PAGE> 6



         to which he or she was entitled or denominated as entitled to
         indemnification under the Trust Agreement and enure to the benefit of
         his or her heirs and legal representatives. These contractual rights
         apply to actions, suits or proceedings commenced after the adoption of
         the Trust Agreement, whether arising from acts or omissions occurring
         before or after the adoption of the Trust Agreement.

Item 7.                 EXEMPTION FROM REGISTRATION CLAIMED.

                                      N/A

Item 8.                            EXHIBITS

         4.       Pennsylvania Real Estate Investment Trust Amended Incentive
                  and Non Qualified Stock Option Plan.

         5.       Opinion of Cohen, Shapiro, Polisher, Shiekman and Cohen as to
                  the legality of the securities being offered hereunder.

         23.1     The consent of Cohen, Shapiro, Polisher, Shiekman and Cohen is
                  included in their opinion filed hereto as Exhibit 5 to the
                  Registration Statement.

         23.2     Consent of Arthur Andersen LLP, independent public
                  accountants.

Item 9.                         UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

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

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

                  (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration



                                       6


<PAGE> 7



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.

         (e) To deliver or cause to be delivered with the prospectus to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the Prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

         (h) Indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise; however, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, 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.


                                       7


<PAGE> 8



                                   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 Fort Washington, Commonwealth of Pennsylvania, on this 25th day
of May, 1995.

                                     PENNSYLVANIA REAL ESTATE
                                     INVESTMENT TRUST


                                    By:  /s/ Sylvan M. Cohen
                                        ----------------------------------
                                        Sylvan M. Cohen
                                        Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

         Name                                           Capacity                                 Date
        ------                                          ---------                                ----

<S>                                                     <C>                                       <C> 
/s/ Sylvan M. Cohen                                     Chairman of the Board,                May 25, 1995
- -------------------------                               Chief Executive Officer,
Sylvan M. Cohen                                         and Trustee                                       
                                                        (Principal Executive Officer)
                                  

/s/ William R. Dimeling                                 Trustee                               May 25, 1995
- -------------------------
William R. Dimeling


/s/ Jack Farber                                         Trustee                               May 25, 1995
- ------------------------
Jack Farber


/s/ Robert Freedman                                     Trustee                               May 25, 1995
- ------------------------
Robert Freedman


/s/ Lee H. Javitch                                      Trustee                               May 25, 1995
- ------------------------
Lee H. Javitch

</TABLE>

                      (SIGNATURES CONTINUED ON NEXT PAGE)



                                       8


<PAGE> 9

<TABLE>
<CAPTION>

         Name                                           Capacity                                 Date
        ------                                          ---------                                ----
<S>                                                     <C>                                       <C> 

/s/ Samuel J. Korman                                    Trustee                               May 25, 1995
- -------------------------
Samuel J. Korman

/s/ Jeffrey A. Linn                                     Senior Vice President -               May 25, 1995
- -------------------------                               Acquisitions and Secretary
Jeffrey A. Linn                                         

/s/ Dante J. Massimini                                  Senior Vice President -               May 25, 1995
- -------------------------                               Finance and Treasurer
Dante J. Massimini                                      
                                                        (Principal Financial and
                                                         Accounting Officer)

/s/ Jeffrey P. Orleans                                  Trustee                               May 25, 1995
- ------------------------
Jeffrey P. Orleans

/s/ Robert G. Rogers                                    Executive Vice President              May 25, 1995
- ------------------------                                and Trustee
Robert G. Rogers                                       

/s/ Jonathan B. Weller                                  President, Chief Operating            May 25, 1995
- ------------------------                                Officer and Trustee
Jonathan B. Weller                                      

</TABLE>


                                       9


<PAGE> 10



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  


                                    FORM S-8








                   PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
             AMENDED INCENTIVE AND NON QUALIFIED STOCK OPTION PLAN

                                   







                                    EXHIBITS
                                    --------


                                                          




                                       10


<PAGE> 11



                                 EXHIBIT INDEX

<TABLE>
<CAPTION>



Exhibit No.       Name of Exhibit                                                              Page No.
- -----------       ---------------                                                              --------
<S>                      <C>                                                                     <C>
     4.           Pennsylvania Real Estate Investment Trust                                      4-1
                  Option Plan for Non-Employee Trustees.

     5.           Opinion of Cohen, Shapiro, Polisher, Shiekman and Cohen                        5-1
                  as to the legality of the securities being offered hereunder.

    23.1          The consent of Cohen, Shapiro, Polisher, Shiekman and                          N/A
                  Cohen is included in their opinion filed hereto as Exhibit
                  5 to the Registration Statement.

    23.2          Consent of Arthur Andersen LLP, independent public                            23.2-1
                  accountants.

</TABLE>



                                                           







                                       11
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1
 
=============================================================================

  As filed with the Securities and Exchange Commission on June 1, 1995

                                                       Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                   PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
             (Exact name of registrant as specified in its charter)

                                  PENNSYLVANIA
         (State or other jurisdiction of incorporation or organization)

                                   23-6216339
                    (I.R.S. Employer Identification Number)

                       455 Pennsylvania Avenue, Suite 135
                      Fort Washington, Pennsylvania 19034
                    (Address of principal executive offices)

                   PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
             AMENDED INCENTIVE AND NON QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

         Sylvan M. Cohen, Chairman, Chief Executive Officer and Trustee
                       455 Pennsylvania Avenue, Suite 135
                      Fort Washington, Pennsylvania 19034
                    (Name and address of agent for service)
                                 (215) 542-9250
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of each class           Amount to be             Proposed maximum         Proposed               Amount of
of securities to be           registered               offering price per       maximum                registration
registered                                             share                    aggregate offering     fee
                                                                                price
- -------------------------------------------------------------------------------------------------------------------------
Incentive Stock Options;               (1)                      (2)                     (2)                  $ 0
each option to purchase
not less than one share
of Beneficial Interest
- -------------------------------------------------------------------------------------------------------------------------
Shares of Beneficial              400,000                       (2)                     $(2)              $3,088.90
Interest, par value $1.00
=========================================================================================================================
(1)  There are outstanding options to purchase 278,000 shares of Beneficial
     Interest. The amount being registered represents the maximum number of
     shares of Beneficial Interest issuable upon exercise of options granted or
     to be granted under the Registrant's Amended Incentive and Non Qualified
     Stock Option Plan.

(2)  Computed pursuant to Rule 457(h)(1) promulgated under the Securities Act of
     1933. Solely for the purpose of determining the Registration Fee, (i) a
     price equal to $22.0625, the average of the high and low prices of the
     Registrant's Shares of Beneficial Interest on May 25, 1995 ("Market
     Price"), as reported on the American Stock Exchange, was assigned to (a)
     193,000 shares issuable upon exercise of outstanding options granted which
     have an exercise price less than the Market Price and (b) 122,000 shares
     issuable upon exercise of options available for grant under the Plan and
     (ii) a price equal to $23.625, the per share exercise price of outstanding
     options granted to purchase 85,000 shares issuable upon exercise of options
     granted was assigned to such shares, which price is higher than the Market
     Price.

==============================================================================
2

                   PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
                      AMENDED INCENTIVE AND NON QUALIFIED

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

                               STOCK OPTION PLAN

                                     PART I

Item 1.                         PLAN INFORMATION

         An aggregate of Four Hundred Thousand (400,000) shares of beneficial
interest of the Registrant ("Shares"), par value $1.00 per share, were
authorized and reserved for issuance upon the exercise of options that may be
granted under the Amended Incentive and Non-Qualified Stock Option Plan (the
"Plan") attached as Exhibit 4 hereto and made a part hereof.

         The Plan is administered by a Committee of the Board of Trustees of the
Registrant, whose composition is described in Section 3(a) of the Plan. This
Committee has plenary authority in its discretion to exercise the power and
authority necessary to carry out its functions as described in the Plan. Options
are granted by the Committee to grantees who are officers and/or key employees
of the Registrant as determined by the Committee. Two Hundred Seventy-Eight
thousand (278,000) options have been granted under the Plan. The Committee when
granting options under the Plan may state whether they are incentive or
non-qualified stock options. Each grantee enters into a written agreement with
the Registrant. The purpose of the Plan is to provide an incentive to selected
officers and key employees of the Registrant to acquire a proprietary interest
in the Registrant, to continue as its officers and employees and to increase the
efforts on behalf of the Registrant.

         The purchase price of the Shares upon exercise of an option is no less
than the fair market value of the Shares of Registrant on the date of grant,
which is defined in Section 7 of the Plan, inter alia, as the closing price of
Shares on a national securities exchange on such date. The Committee determines
on the date the option is granted the rate at which Shares subject to option may
be acquired. Each option is exercisable for a term of up to 10 years from the
date it is granted, provided that incentive options granted to a 10% shareholder
in the Registrant are exercisable for a term of up to 5 years from the date of
grant. Options granted under the Plan are subject to earlier termination upon
retirement, disability, death, or a change of control as defined in the Plan,
all as more particularly set forth in Section 7 of the Plan, incorporated herein
by reference. Each option is exercisable only by its grantee during his or her
lifetime.

         The Plan provides for adjustments to compensate for certain changes in
the Shares of the Registrant, as is set forth in Section 8 of the Plan,
incorporated herein by reference. The Plan is not subject to any provisions of
the Employment Income Security Act of 1974 ("ERISA"). Additional information
about the Plan may be obtained from the Registrant at the address and telephone
number provided on the first page of this Registration Statement.

                                       2
3

Item 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents incorporated by reference in Item 3 of Part II of this
Registration Statement are available without charge, upon written or oral
request to the address and telephone number provided on the first page of this
Registration Statement.

                                    PART II

Item 3.               INCORPORATION OF DOCUMENTS BY REFERENCE

         The documents listed in (a) through (c) below are hereby incorporated
by reference in this Registration Statement on Form S-8; and all documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference in this Registration Statement
on Form S-8, and shall be a part hereof from the date of the filing of such
documents.

         (a)   The Registrant's annual report on Form 10-K for the fiscal year
               ended August 31, 1994.

         (b)   All other reports filed by the Registrant pursuant to Sections
               13(a) or 15(d) of the Exchange Act since August 31, 1994.

         (c)   The description of the Registrant's Certificates of Beneficial
               Interest (the "Shares") contained in Registration Statements
               filed under the Exchange Act, including any amendment or report
               filed for the purpose of updating such description.

Item 4.                      DESCRIPTION OF SECURITIES

         Each Share has equal dividend and liquidation rights. The limited
voting rights of the Shareholders are as follows: each Share has one
non-cumulative vote operative only on questions of (1) increasing the liability
of Shareholders, which requires the consent of the holders of two-thirds of the
outstanding Shares, and (2) electing successors or additions to the present
Trustees. The Shares are fully paid and not subject to further calls or
assessment by the Trust. The Trust Agreement provides that Shareholders will not
be liable for assessment by the Trust and that the Trustees will have no general
power to bind them personally. The Shares are not convertible or subject to
redemption, and Shareholders have no pre-emptive or other rights to subscribe to
additional Shares. The Shares are transferable on the books of the Trust upon
surrender endorsed in the same manner as corporate stock. The transfer agent for
the Shares is The American Stock Transfer & Trust Company, New York, NY. The
Shares are listed on the American Stock Exchange.

                                       3
4

         The Trust may be terminated and the rights of the Shareholders may be
modified by an amendment to the Trust Agreement approved by a vote of two-thirds
(but not less than four) of the Trustees. However, no amendment is effective to
increase the liability of Shareholders without the consent of the holders of
two-thirds of the outstanding Shares, and in no event can there be an amendment
requiring additional contributions from or assessments against the Shareholders.

Item 5.               INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the securities being offered hereby is being passed
upon by Cohen, Shapiro, Polisher, Shiekman and Cohen, 12 South 12th Street, PSFS
Building, Philadelphia, PA 19107-3981, counsel to the Registrant. Sylvan M.
Cohen, Esquire, Chairman, Chief Executive Officer and a Trustee of the
Registrant, and Robert Freedman, a Trustee of the Registrant, are partners of
Cohen, Shapiro, Polisher, Shiekman and Cohen, and Messrs. Cohen, Freedman and
other attorneys of such firm own, beneficially or otherwise, Shares of the
Registrant. As of March 1, 1995, Mr. Cohen was the beneficial owner of
approximately 7.65% of the outstanding Shares. In addition, Mr. Cohen holds
options to purchase up to 91,250 Shares pursuant to the Registrant's Amended
Incentive and Non Qualified Stock Option Plan. Mr. Freedman holds options to
purchase up to 6,000 shares pursuant to the Registrant's Option Plan for
NonEmployee Trustees.

Item 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Trust Agreement

         A.       Right to Indemnification of Trustees and Officers

                  Every trustee and officer of the Registrant is entitled
         pursuant to the Trust Agreement to be indemnified by the Registrant
         against reasonable fees and expenses of counsel, and any liability paid
         or incurred by such person in connection with any actual or threatened
         claim, action, suit or proceeding, civil, criminal, administrative,
         investigative or other, whether brought by or in the right of the
         Registrant or otherwise, in which he or she may be involved, as a party
         or otherwise, by reason of such person's being or having been a trustee
         or officer of the Registrant or by reason of the fact that such person
         is or was serving in any capacity at the request of the Registrant as a
         trustee, director, officer, employee, agent, partner, fiduciary or
         other representative of another real estate investment trust,
         corporation, partnership, joint venture, trust, employee benefit plan
         or other entity. Covered liabilities include amounts of expenses,
         liability, loss, judgments, excise taxes, fines and penalties and
         amounts paid in settlement. However, there is no such right of
         indemnification with respect to an action brought by a trustee or
         officer against the Registrant (other than a suit for indemnification).
         This indemnification includes the right to have expenses, incurred in
         connection with an action, paid by the Registrant prior to final
         disposition of such action, subject to such conditions as may be
         prescribed by law. The payment to a trustee or an officer of such
         expenses in advance of the final disposition of an action is contingent
         upon delivery to the Registrant of an undertaking by or on behalf of
         such person, to repay all the amounts advanced, without interest, if 

                                       4
5

         it is ultimately determined that such person is not entitled to be
         indemnified under the Trust Agreement or otherwise. A person who is not
         a trustee or officer of the Registrant may be similarly indemnified in
         respect of service to the Registrant or to another such entity at the
         request of the Registrant, to the extent the Board of Trustees
         determines that he or she is entitled to indemnification under the
         Trust Agreement. The Trust Agreement does not provide for
         indemnification where the underlying conduct of an officer or director
         constituted willful misconduct or recklessness.

         B.       Right of Claimant to Bring Suit

                  If a claim under the indemnification provisions of the Trust
         Agreement is not paid in full by the Registrant within 60 days after a
         written claim has been received by the Registrant, the claimant may
         bring suit against the Registrant to recover the unpaid amount of the
         claim, and, if successful in whole or in part, the claimant is also
         entitled to be paid the expense of prosecuting such a claim. If the
         conduct of the claimant was such that under law the Registrant would be
         prohibited from indemnifying the claimant for the amount claimed, this
         will constitute a defense, which the Registrant will have the burden of
         proving.

         C.       Insurance and Funding for Payment of Expenses

                  The Registrant may purchase and maintain insurance, at its
         expense, to protect itself and any person eligible to be indemnified
         hereunder against any liability or expense incurred in connection with
         any action, whether or not the Registrant would have the power to
         provide indemnification of such liability or expense by law or under
         the provisions of the Trust Agreement. The Registrant may create a
         trust fund, grant a security interest, cause a letter of credit to be
         issued or use other means to insure the payment of indemnification.

         D.       Non-Exclusivity of Rights

                  The limitation of the trustees' liability and the right to
         indemnification and to the advancement of expenses provided in the
         Trust Agreement are not exclusive of any other rights that any person
         may have or hereafter acquire under any statute, provision of the Trust
         Agreement, by-laws, other agreement, vote of shareholders or trustees
         or otherwise.

         E.       Extent of Rights

                  The provisions in the Trust Agreement relating to the
         limitation of trustees' liability, and relating to indemnification and
         to the advancement of expenses create contractual rights in favor of
         each of the trustees, officers and other persons entitled to
         indemnification, which may be modified as to any trustee, officer or
         other person only with his or her written consent. These contractual
         rights survive when such a person ceases to have the status pursuant

                                       5
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         to which he or she was entitled or denominated as entitled to
         indemnification under the Trust Agreement and enure to the benefit of
         his or her heirs and legal representatives. These contractual rights
         apply to actions, suits or proceedings commenced after the adoption of
         the Trust Agreement, whether arising from acts or omissions occurring
         before or after the adoption of the Trust Agreement.

Item 7.                 EXEMPTION FROM REGISTRATION CLAIMED.

                                      N/A

Item 8.                            EXHIBITS

         4.       Pennsylvania Real Estate Investment Trust Amended Incentive
                  and Non Qualified Stock Option Plan.

         5.       Opinion of Cohen, Shapiro, Polisher, Shiekman and Cohen as to
                  the legality of the securities being offered hereunder.

         23.1     The consent of Cohen, Shapiro, Polisher, Shiekman and Cohen is
                  included in their opinion filed hereto as Exhibit 5 to the
                  Registration Statement.

         23.2     Consent of Arthur Andersen LLP, independent public
                  accountants.

Item 9.                         UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

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

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

                  (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration

                                       6
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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.

         (e) To deliver or cause to be delivered with the prospectus to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the Prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

         (h) Indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise; however, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, 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.

                                       7
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                                   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 Fort Washington, Commonwealth of Pennsylvania, on this 25th day
of May, 1995.

                                     PENNSYLVANIA REAL ESTATE
                                     INVESTMENT TRUST

                                    By:  /s/ Sylvan M. Cohen
                                        ----------------------------------
                                        Sylvan M. Cohen
                                        Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Name                                           Capacity                                 Date
        ------                                          ---------                                ----
/s/ Sylvan M. Cohen                                     Chairman of the Board,                May 25, 1995
- -------------------------                               Chief Executive Officer,
Sylvan M. Cohen                                         and Trustee                                       
                                                        (Principal Executive Officer)
                                  

/s/ William R. Dimeling                                 Trustee                               May 25, 1995
- -------------------------
William R. Dimeling

/s/ Jack Farber                                         Trustee                               May 25, 1995
- ------------------------
Jack Farber

/s/ Robert Freedman                                     Trustee                               May 25, 1995
- ------------------------
Robert Freedman

/s/ Lee H. Javitch                                      Trustee                               May 25, 1995
- ------------------------
Lee H. Javitch
(SIGNATURES CONTINUED ON NEXT PAGE)

                                       8
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Name                                           Capacity                                 Date
        ------                                          ---------                                ----
/s/ Samuel J. Korman                                    Trustee                               May 25, 1995
- -------------------------
Samuel J. Korman

/s/ Jeffrey A. Linn                                     Senior Vice President -               May 25, 1995
- -------------------------                               Acquisitions and Secretary
Jeffrey A. Linn                                         

/s/ Dante J. Massimini                                  Senior Vice President -               May 25, 1995
- -------------------------                               Finance and Treasurer
Dante J. Massimini                                      
                                                        (Principal Financial and
                                                         Accounting Officer)

/s/ Jeffrey P. Orleans                                  Trustee                               May 25, 1995
- ------------------------
Jeffrey P. Orleans

/s/ Robert G. Rogers                                    Executive Vice President              May 25, 1995
- ------------------------                                and Trustee
Robert G. Rogers                                       

/s/ Jonathan B. Weller                                  President, Chief Operating            May 25, 1995
- ------------------------                                Officer and Trustee
Jonathan B. Weller
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  

                                    FORM S-8

                   PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
             AMENDED INCENTIVE AND NON QUALIFIED STOCK OPTION PLAN

                                   

                                    EXHIBITS
                                    --------

                                                          

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                                 EXHIBIT INDEX
Exhibit No.       Name of Exhibit                                                              Page No.
- -----------       ---------------                                                              --------
4.           Pennsylvania Real Estate Investment Trust                                      4-1
                  Option Plan for Non-Employee Trustees.

     5.           Opinion of Cohen, Shapiro, Polisher, Shiekman and Cohen                        5-1
                  as to the legality of the securities being offered hereunder.

    23.1          The consent of Cohen, Shapiro, Polisher, Shiekman and                          N/A
                  Cohen is included in their opinion filed hereto as Exhibit
                  5 to the Registration Statement.

    23.2          Consent of Arthur Andersen LLP, independent public                            23.2-1
                  accountants.
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