As filed with the Securities and Exchange Commission on June 7 2001
                                         Registration No. 333-
---------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

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

                          LIBERTY PROPERTY TRUST
        (Exact name of Registrant as specified in its charter)

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

                  65 Valley Stream Parkway, Suite 100,
                      Malvern, Pennsylvania 19355
               (Address of principal executive offices)

                          LIBERTY PROPERTY TRUST
                AMENDED AND RESTATED SHARE INCENTIVE PLAN
                         (Full title of the plan)

                          James J. Bowes, Esquire
                       Secretary and General Counsel
                          Liberty Property Trust
           65 Valley Stream Parkway, Malvern, Pennsylvania 19355
                             (610) 648-1700
                   (Name, address and telephone number,
                 including area code, of Agent for Service)

                                Copies to:
                        Richard A. Silfen, Esquire
                        Morgan, Lewis & Bockius LLP
              1701 Market Street, Philadelphia, PA 19103-2921
                              (215) 963-5000

                     CALCULATION OF REGISTRATION FEE

<TABLE>
======================================================================================================================
                               NUMBER OF          PROPOSED MAXIMUM          PROPOSED MAXIMUM            AMOUNT OF
  TITLE OF SECURITIES        SHARES TO BE          OFFERING PRICE               AGGREGATE             REGISTRATION
   TO BE REGISTERED            REGISTERED           PER SHARE(1)            OFFERING PRICE(1)             FEE(1)
----------------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                       <C>                       <C>
Common Shares of
Beneficial Interest,
$0.001 par value(2)           3,426,256(3)            $28.825                $98,761,829.20              $24,691
=======================================================================================================================

(1)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high
and low reported sale prices of the common shares of beneficial interest of Liberty Property Trust on the New York
Stock Exchange on May 30, 2001.
(2)  Includes rights to purchase Series A Junior Participating Preferred Shares of Liberty Property Trust.  No separate
consideration is paid for these rights and, as a result, the registration fee for these rights is included in the fee
for the common shares.

(3)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers such
additional shares as may hereafter be offered or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or certain other capital adjustments.

=======================================================================================================================
</TABLE>



INCORPORATION BY REFERENCE

Pursuant to General Instruction E of Form S-8 under the Securities Act,
the contents of the Registrant's Registration Statements on Form S-8
(Commission File Nos. 33-94036, 333-44149 and 333-32244) are
incorporated herein by reference.



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 Malvern,
Commonwealth of Pennsylvania on this     day of June, 2001.

                               LIBERTY PROPERTY TRUST


                               By: /s/ Willard G. Rouse III
                                  ----------------------------------
                                  Willard G. Rouse III
                                  President and Chief Executive Officer



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

                         Notice to Signatories

The purpose of this Power of Attorney is to give Willard G. Rouse III
and George J. Alburger, Jr.  (each, an "Agent" and, together, the
"Agents") the power to execute certain documents related to this
registration statement on your behalf.

This Power of Attorney does not impose a duty on the Agents to exercise
granted powers, but when powers are exercised, they must use due care
to act for your benefit and in accordance with this Power of Attorney.

Agents may exercise the powers given here beginning on the date you
execute this registration statement and continuing for the period
during which this registration statement is effective, even after you
become incapacitated, unless you expressly limit the duration of these
powers or you revoke these powers or a court acting on your behalf
terminates the Agents' authority.  A court can take away the powers of
the Agents if it finds the Agents are not acting properly.

The powers and duties of an agent under a power of attorney are
explained more fully in 20 Pa. C.S. Ch. 56.

If there is anything about this form that you do not understand, you
should ask a lawyer of your own choosing to explain it to you.

By signing below, you are attesting that you have read or had explained
to you the above Notice and that you understand its contents.

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>
<S>                           <C>                           <C>
                              Chairman of the Board
                              of Trustees, Chief Executive
                              Officer and President
/s/ WILLARD G. ROUSE III      (Principal Executive Officer)    June 7, 2001
---------------------------
Willard G. Rouse III

                              Executive Vice President and
                              Chief Financial Officer
                              (Principal Financial and
/s/ GEORGE J. ALBURGER, JR.   Accounting Officer)              June 7, 2001
---------------------------
George J. Alburger, Jr.

/s/ JOSEPH P. DENNY           Trustee                          June 7, 2001
---------------------------
Joseph P. Denny

/s/ M. LEANNE LACHMAN         Trustee                          June 7, 2001
---------------------------
M. Leanne Lachman

/s/ FREDERICK F. BUCHHOLZ     Trustee                          June 7, 2001
---------------------------
Frederick F. Buchholz

/s/ J. ANTHONY HAYDEN         Trustee                          June 7, 2001
---------------------------
J. Anthony Hayden

/s/ DAVID L. LINGERFELT       Trustee                          June 7, 2001
---------------------------
David L. Lingerfelt

/s/ JOHN A. MILLER, CLU       Trustee                          June 7, 2001
---------------------------
John A. Miller, CLU

/s/ STEPHEN B. SIEGEL         Trustee                          June 7, 2001
---------------------------
Stephen B. Siegel

/s/ THOMAS C. DELOACH, JR.    Trustee                          June 7, 2001
---------------------------
Thomas C. DeLoach, Jr.
</TABLE>




LIBERTY PROPERTY TRUST

INDEX TO EXHIBITS


Exhibit
Number              Document
-------             ---------------------------------------------------
4	              Liberty Property Trust Amended and Restated Share
                    Incentive Plan (Incorporated by reference to
                    Appendix II to the Registrant's Definitive Proxy
                    Statement and Notice of Annual Meeting for the
                    Annual Meeting of Shareholders for 2001, filed with
                    the Commission on April 5, 2001.)
*5	              Opinion of Saul Ewing LLP
*23.1	              Consent of Ernst & Young LLP
23.2	              Consent of Saul Ewing LLP (included in Exhibit 5)
24	              Power of Attorney (included in signature page)
-----------------
* Filed herewith


                                                             Exhibit 5

                              SAUL EWING LLP
                             ATTORNEYS AT LAW

June 7, 2001



Liberty Property Trust
65 Valley Stream Parkway
Malvern, Pennsylvania 19355

Re:  Registration Statement on Form S-8
     Liberty Property Trust Amended and Restated Share Incentive Plan

Ladies and Gentlemen:

We are issuing this opinion in connection with the registration by
Liberty Property Trust, a Maryland real estate investment trust (the
"Company"), pursuant to a registration statement on Form S-8 (the "S-8
Registration Statement") filed under the Securities Act of 1933, as
amended (the "Act"), of 3,426,256 common shares of beneficial interest,
$0.001 par value, of the Company (the "Common Shares") that may be
issued under the Company's Amended and Restated Share Incentive Plan,
as amended (the "Plan").

In connection with our representation of the Company and as a basis for
the opinions hereinafter set forth, we have examined originals or
photostatic copies of the following documents (hereinafter collectively
referred to as the "Documents"):

a.  The S-8 Registration Statement to be filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Act;

b.  The S-8 Registration Statements, File Nos. 33-94036, 333-44149 and
333-32244, previously filed by the Company with the Commission under
the Act;

c.  The Amended and Restated Declaration of Trust of the Company
recorded by Maryland State Department of Assessments and Taxation
("SDAT") on May 29, 1997 (the "Declaration of Trust");

d.  Articles Supplementary of the Company recorded on August 7, 1997;
Articles Supplementary of the Company recorded on December 23, 1997;
and Articles Supplementary of the Company recorded on July 28, 1999
(collectively, the "Articles Supplementary");

e.  The Bylaws of the Company;

f.  Resolutions adopted by the Board of Trustees of the Company on
February 26, 1997, March 12, 1999 and February 7, 2001;

g.  A good standing certificate for the Company from SDAT dated June 4,
2001;

h.  The Plan;

i.  The Rights Agreement, dated as of December 17, 1997, by and between
the Company and Bank Boston, NA, as Rights Agent; and

j.  Such other documents and matters as we have deemed necessary and
appropriate to express the opinions set forth in this letter, subject
to the limitations, assumptions and qualifications noted below.

In expressing the opinions set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:

1.  Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's
obligations set forth therein are legal, valid and binding and are
enforceable in accordance with all stated terms except as limited (a)
by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other laws relating to or affecting the enforcement of
creditors' rights or (b) by general equitable principles;

2.  Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized and legally competent to do
so;

3.  All Documents submitted to us as originals are authentic.  All
Documents submitted to us as certified or photostatic copies conform to
the original documents.  All signatures on all such Documents are
genuine.  All public records reviewed or relied upon by us or on our
behalf are true and complete.  All statements and information contained
in the Documents are true and complete;

4.  The consideration to be received for the issuance and sale of the
Common Shares (including the associated Rights) as contemplated by the
S-8 Registration Statement is not less than the par value per share;
and

5.  The aggregate number of shares of the Company which would be
outstanding after the issuance of the Common Shares and any other
contemporaneously issued or reserved common shares or preferred shares,
together with the number of common shares and preferred shares
previously issued and outstanding and the number of common shares and
preferred shares previously reserved for issuance upon the conversion
or exchange of other Company securities, does not exceed the number of
then-authorized shares of the Company.

On the basis of the foregoing, and subject to the qualifications and
limitations stated herein, it is our opinion that:

The Common Shares have been duly and validly authorized and, when the
Common Shares have been issued, sold and delivered in the manner and
for the consideration contemplated by the Plan, will be validly issued,
fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland
and we do not express any opinion herein concerning any other law.  We
assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any facts that
might change the opinions expressed herein after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the S-
8 Registration Statement and to the use of the name of our firm
therein.  In giving this consent, we do not admit that we are within
the category of persons whose consent is required by Section 7 of the
Act.

                                    Very truly yours,

                                    /s/ SAUL EWING LLP
                                    SAUL EWING LLP


                                                          Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-00000) pertaining to the Liberty Property
Trust Amended and Restated Share Incentive Plan of our report dated
February 5, 2001, except for Note 12, as to which the date is March 14,
2001, with respect to the consolidated financial statements and
schedule of Liberty Property Trust included in its Annual Report (Form
10-K) for the year ended December 31, 2000, filed with the Securities
and Exchange Commission.

/s/ Ernst & Young LLP


Philadelphia, Pennsylvania
June 1, 2001
[{"type": "S-8", "sequence": "1", "filename": "sips-8.txt", "description": "SHARE INCENTIVE PLAN", "secsgml_size_bytes": 15978}]
{"company-data": {"conformed-name": "LIBERTY PROPERTY TRUST", "cik": "0000921112", "assigned-sic": "6798", "irs-number": "237768996", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62504", "film-number": "1656079"}, "business-address": {"street1": "65 VALLEY STREAM PKWY", "street2": "STE 100", "city": "MALVERN", "state": "PA", "zip": "19355", "phone": "6106481700"}, "mail-address": {"street1": "65 VALLEY STREAM PKWY", "street2": "SUITE 100", "city": "MALVERN", "state": "PA", "zip": "19355"}, "former-company": {"former-conformed-name": "ROUSE & ASSOCIATES PROPERTY TRUST", "date-changed": "19940421"}}
As filed with the Securities and Exchange Commission on June 7 2001
                                         Registration No. 333-
---------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

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

                          LIBERTY PROPERTY TRUST
        (Exact name of Registrant as specified in its charter)

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

                  65 Valley Stream Parkway, Suite 100,
                      Malvern, Pennsylvania 19355
               (Address of principal executive offices)

                          LIBERTY PROPERTY TRUST
                AMENDED AND RESTATED SHARE INCENTIVE PLAN
                         (Full title of the plan)

                          James J. Bowes, Esquire
                       Secretary and General Counsel
                          Liberty Property Trust
           65 Valley Stream Parkway, Malvern, Pennsylvania 19355
                             (610) 648-1700
                   (Name, address and telephone number,
                 including area code, of Agent for Service)

                                Copies to:
                        Richard A. Silfen, Esquire
                        Morgan, Lewis & Bockius LLP
              1701 Market Street, Philadelphia, PA 19103-2921
                              (215) 963-5000

                     CALCULATION OF REGISTRATION FEE

======================================================================================================================
                               NUMBER OF          PROPOSED MAXIMUM          PROPOSED MAXIMUM            AMOUNT OF
  TITLE OF SECURITIES        SHARES TO BE          OFFERING PRICE               AGGREGATE             REGISTRATION
   TO BE REGISTERED            REGISTERED           PER SHARE(1)            OFFERING PRICE(1)             FEE(1)
----------------------------------------------------------------------------------------------------------------------
Common Shares of
Beneficial Interest,
$0.001 par value(2)           3,426,256(3)            $28.825                $98,761,829.20              $24,691
=======================================================================================================================

(1)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high
and low reported sale prices of the common shares of beneficial interest of Liberty Property Trust on the New York
Stock Exchange on May 30, 2001.
(2)  Includes rights to purchase Series A Junior Participating Preferred Shares of Liberty Property Trust.  No separate
consideration is paid for these rights and, as a result, the registration fee for these rights is included in the fee
for the common shares.

(3)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers such
additional shares as may hereafter be offered or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or certain other capital adjustments.

=======================================================================================================================
INCORPORATION BY REFERENCE

Pursuant to General Instruction E of Form S-8 under the Securities Act,
the contents of the Registrant's Registration Statements on Form S-8
(Commission File Nos. 33-94036, 333-44149 and 333-32244) are
incorporated herein by reference.

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 Malvern,
Commonwealth of Pennsylvania on this     day of June, 2001.

                               LIBERTY PROPERTY TRUST

                               By: /s/ Willard G. Rouse III
                                  ----------------------------------
                                  Willard G. Rouse III
                                  President and Chief Executive Officer

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

                         Notice to Signatories

The purpose of this Power of Attorney is to give Willard G. Rouse III
and George J. Alburger, Jr.  (each, an "Agent" and, together, the
"Agents") the power to execute certain documents related to this
registration statement on your behalf.

This Power of Attorney does not impose a duty on the Agents to exercise
granted powers, but when powers are exercised, they must use due care
to act for your benefit and in accordance with this Power of Attorney.

Agents may exercise the powers given here beginning on the date you
execute this registration statement and continuing for the period
during which this registration statement is effective, even after you
become incapacitated, unless you expressly limit the duration of these
powers or you revoke these powers or a court acting on your behalf
terminates the Agents' authority.  A court can take away the powers of
the Agents if it finds the Agents are not acting properly.

The powers and duties of an agent under a power of attorney are
explained more fully in 20 Pa. C.S. Ch. 56.

If there is anything about this form that you do not understand, you
should ask a lawyer of your own choosing to explain it to you.

By signing below, you are attesting that you have read or had explained
to you the above Notice and that you understand its contents.

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.
Chairman of the Board
                              of Trustees, Chief Executive
                              Officer and President
/s/ WILLARD G. ROUSE III      (Principal Executive Officer)    June 7, 2001
---------------------------
Willard G. Rouse III

                              Executive Vice President and
                              Chief Financial Officer
                              (Principal Financial and
/s/ GEORGE J. ALBURGER, JR.   Accounting Officer)              June 7, 2001
---------------------------
George J. Alburger, Jr.

/s/ JOSEPH P. DENNY           Trustee                          June 7, 2001
---------------------------
Joseph P. Denny

/s/ M. LEANNE LACHMAN         Trustee                          June 7, 2001
---------------------------
M. Leanne Lachman

/s/ FREDERICK F. BUCHHOLZ     Trustee                          June 7, 2001
---------------------------
Frederick F. Buchholz

/s/ J. ANTHONY HAYDEN         Trustee                          June 7, 2001
---------------------------
J. Anthony Hayden

/s/ DAVID L. LINGERFELT       Trustee                          June 7, 2001
---------------------------
David L. Lingerfelt

/s/ JOHN A. MILLER, CLU       Trustee                          June 7, 2001
---------------------------
John A. Miller, CLU

/s/ STEPHEN B. SIEGEL         Trustee                          June 7, 2001
---------------------------
Stephen B. Siegel

/s/ THOMAS C. DELOACH, JR.    Trustee                          June 7, 2001
---------------------------
Thomas C. DeLoach, Jr.
LIBERTY PROPERTY TRUST

INDEX TO EXHIBITS

Exhibit
Number              Document
-------             ---------------------------------------------------
4	              Liberty Property Trust Amended and Restated Share
                    Incentive Plan (Incorporated by reference to
                    Appendix II to the Registrant's Definitive Proxy
                    Statement and Notice of Annual Meeting for the
                    Annual Meeting of Shareholders for 2001, filed with
                    the Commission on April 5, 2001.)
*5	              Opinion of Saul Ewing LLP
*23.1	              Consent of Ernst & Young LLP
23.2	              Consent of Saul Ewing LLP (included in Exhibit 5)
24	              Power of Attorney (included in signature page)
-----------------
* Filed herewith

                                                             Exhibit 5

                              SAUL EWING LLP
                             ATTORNEYS AT LAW

June 7, 2001

Liberty Property Trust
65 Valley Stream Parkway
Malvern, Pennsylvania 19355

Re:  Registration Statement on Form S-8
     Liberty Property Trust Amended and Restated Share Incentive Plan

Ladies and Gentlemen:

We are issuing this opinion in connection with the registration by
Liberty Property Trust, a Maryland real estate investment trust (the
"Company"), pursuant to a registration statement on Form S-8 (the "S-8
Registration Statement") filed under the Securities Act of 1933, as
amended (the "Act"), of 3,426,256 common shares of beneficial interest,
$0.001 par value, of the Company (the "Common Shares") that may be
issued under the Company's Amended and Restated Share Incentive Plan,
as amended (the "Plan").

In connection with our representation of the Company and as a basis for
the opinions hereinafter set forth, we have examined originals or
photostatic copies of the following documents (hereinafter collectively
referred to as the "Documents"):

a.  The S-8 Registration Statement to be filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Act;

b.  The S-8 Registration Statements, File Nos. 33-94036, 333-44149 and
333-32244, previously filed by the Company with the Commission under
the Act;

c.  The Amended and Restated Declaration of Trust of the Company
recorded by Maryland State Department of Assessments and Taxation
("SDAT") on May 29, 1997 (the "Declaration of Trust");

d.  Articles Supplementary of the Company recorded on August 7, 1997;
Articles Supplementary of the Company recorded on December 23, 1997;
and Articles Supplementary of the Company recorded on July 28, 1999
(collectively, the "Articles Supplementary");

e.  The Bylaws of the Company;

f.  Resolutions adopted by the Board of Trustees of the Company on
February 26, 1997, March 12, 1999 and February 7, 2001;

g.  A good standing certificate for the Company from SDAT dated June 4,
2001;

h.  The Plan;

i.  The Rights Agreement, dated as of December 17, 1997, by and between
the Company and Bank Boston, NA, as Rights Agent; and

j.  Such other documents and matters as we have deemed necessary and
appropriate to express the opinions set forth in this letter, subject
to the limitations, assumptions and qualifications noted below.

In expressing the opinions set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:

1.  Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's
obligations set forth therein are legal, valid and binding and are
enforceable in accordance with all stated terms except as limited (a)
by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other laws relating to or affecting the enforcement of
creditors' rights or (b) by general equitable principles;

2.  Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized and legally competent to do
so;

3.  All Documents submitted to us as originals are authentic.  All
Documents submitted to us as certified or photostatic copies conform to
the original documents.  All signatures on all such Documents are
genuine.  All public records reviewed or relied upon by us or on our
behalf are true and complete.  All statements and information contained
in the Documents are true and complete;

4.  The consideration to be received for the issuance and sale of the
Common Shares (including the associated Rights) as contemplated by the
S-8 Registration Statement is not less than the par value per share;
and

5.  The aggregate number of shares of the Company which would be
outstanding after the issuance of the Common Shares and any other
contemporaneously issued or reserved common shares or preferred shares,
together with the number of common shares and preferred shares
previously issued and outstanding and the number of common shares and
preferred shares previously reserved for issuance upon the conversion
or exchange of other Company securities, does not exceed the number of
then-authorized shares of the Company.

On the basis of the foregoing, and subject to the qualifications and
limitations stated herein, it is our opinion that:

The Common Shares have been duly and validly authorized and, when the
Common Shares have been issued, sold and delivered in the manner and
for the consideration contemplated by the Plan, will be validly issued,
fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland
and we do not express any opinion herein concerning any other law.  We
assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any facts that
might change the opinions expressed herein after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the S-
8 Registration Statement and to the use of the name of our firm
therein.  In giving this consent, we do not admit that we are within
the category of persons whose consent is required by Section 7 of the
Act.

                                    Very truly yours,

                                    /s/ SAUL EWING LLP
                                    SAUL EWING LLP

                                                          Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-00000) pertaining to the Liberty Property
Trust Amended and Restated Share Incentive Plan of our report dated
February 5, 2001, except for Note 12, as to which the date is March 14,
2001, with respect to the consolidated financial statements and
schedule of Liberty Property Trust included in its Annual Report (Form
10-K) for the year ended December 31, 2000, filed with the Securities
and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
June 1, 2001