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)

                    2001 EMPLOYEE STOCK PURCHASE 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)             750,000(3)            $28.825                  $21,618,750               $5,405
=======================================================================================================================

(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>


                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, as filed by Liberty Property Trust (the
"Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement and made a part hereof:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;

(b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2001;

(c)  The Registrant's Current Report on Form 8-K filed with the
Commission on March 13, 2001;

(d)  The description of the Registrant's common shares contained in the
Registration Statement on Form 8-A of the Registrant registering the
common shares under Section 12 of the Securities Exchange Act of 1934;
and

(e)  The description of the Registrant's preferred share purchase
rights contained in the Registration Statement on Form 8-A of the
Registrant registering the preferred shares purchase rights under
Section 12 of the Securities Exchange Act of 1934.

All reports and other documents hereafter filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
after the date of this registration statement and prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference from
the date of filing of such documents.  Any statement contained in a
document, incorporated, or deemed to be, by reference herein or
contained in this registration statement, 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 which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement.
Any 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.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.



Item 6.  Indemnification of Directors and Officers.

Under Section 8-301(15) and 2-418 of the Maryland General Corporation
Law, as amended, the Trust has the power to indemnify trustees and
officers under certain prescribed circumstances (including when
authorized by a majority vote of a quorum of disinterested trustees, by
a majority vote of a committee of two or more disinterested trustees,
by independent legal counsel, or by shareholders) and, subject to
certain limitations (including, unless otherwise determined by the
proper court, when such trustee or officer is adjudged liable to the
Trust), against certain costs and expenses, including attorneys' fees
actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
to which any of them is a party by reason of his or her being a trustee
or officer of the Trust if it is determined that he or she acted in
accordance with the applicable standard of conduct set forth in such
statutory provisions including when such trustee or officer acted in
good faith and in a manner he or she reasonably believed to be in or
not opposed to the Trust's best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful.

Article XII of the Trust's Bylaws provides that the Trust has the power
to indemnify trustees, officers and shareholders of the Trust against
expenses (including legal fees) reasonably incurred by any of them in
connection with the successful defense of a proceeding to which such
person was made a party by reason of such status, whether the success
of such defense was on the merits or otherwise, to the maximum extent
permitted by law. The trustees, officers and shareholders of the Trust
also have the right, in certain circumstances, to be paid in advance
for expenses incurred in connection with any such proceedings.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following is a list of exhibits filed as part of this Registration
Statement.

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



Item 9.  Undertakings.

(a)  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 of 1933;

          (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 or 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 end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.

          (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-
3, and the information required to be included in a post-effective
amendment by those paragraphs 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 Securities Exchange Act of 1934 that
are incorporated by reference 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.


(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 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 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.


(c)  Insofar as 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, 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.


                               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 7th 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
      2001 Employee Stock Purchase 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 750,000 common shares of beneficial interest,
$0.001 par value, of the Company (the "Common Shares") that may be
issued under the Company's 2001 Employee Stock Purchase 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 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");

c.  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");

d.  The Bylaws of the Company;

e.  Resolutions adopted by the Board of Trustees of the Company on
February 7, 2001;

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

g.  The Plan;

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

i.  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 2001 Employee Stock Purchase 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



	S-12
1-PH/1328725.2
[{"type": "S-8", "sequence": "1", "filename": "espps-8.txt", "description": "EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 24967}]
{"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": "333-62506", "film-number": "1656080"}, "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)

                    2001 EMPLOYEE STOCK PURCHASE 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)             750,000(3)            $28.825                  $21,618,750               $5,405
=======================================================================================================================

(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.

=======================================================================================================================
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, as filed by Liberty Property Trust (the
"Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement and made a part hereof:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;

(b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2001;

(c)  The Registrant's Current Report on Form 8-K filed with the
Commission on March 13, 2001;

(d)  The description of the Registrant's common shares contained in the
Registration Statement on Form 8-A of the Registrant registering the
common shares under Section 12 of the Securities Exchange Act of 1934;
and

(e)  The description of the Registrant's preferred share purchase
rights contained in the Registration Statement on Form 8-A of the
Registrant registering the preferred shares purchase rights under
Section 12 of the Securities Exchange Act of 1934.

All reports and other documents hereafter filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
after the date of this registration statement and prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference from
the date of filing of such documents.  Any statement contained in a
document, incorporated, or deemed to be, by reference herein or
contained in this registration statement, 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 which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement.
Any 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.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Under Section 8-301(15) and 2-418 of the Maryland General Corporation
Law, as amended, the Trust has the power to indemnify trustees and
officers under certain prescribed circumstances (including when
authorized by a majority vote of a quorum of disinterested trustees, by
a majority vote of a committee of two or more disinterested trustees,
by independent legal counsel, or by shareholders) and, subject to
certain limitations (including, unless otherwise determined by the
proper court, when such trustee or officer is adjudged liable to the
Trust), against certain costs and expenses, including attorneys' fees
actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
to which any of them is a party by reason of his or her being a trustee
or officer of the Trust if it is determined that he or she acted in
accordance with the applicable standard of conduct set forth in such
statutory provisions including when such trustee or officer acted in
good faith and in a manner he or she reasonably believed to be in or
not opposed to the Trust's best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful.

Article XII of the Trust's Bylaws provides that the Trust has the power
to indemnify trustees, officers and shareholders of the Trust against
expenses (including legal fees) reasonably incurred by any of them in
connection with the successful defense of a proceeding to which such
person was made a party by reason of such status, whether the success
of such defense was on the merits or otherwise, to the maximum extent
permitted by law. The trustees, officers and shareholders of the Trust
also have the right, in certain circumstances, to be paid in advance
for expenses incurred in connection with any such proceedings.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following is a list of exhibits filed as part of this Registration
Statement.

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

Item 9.  Undertakings.

(a)  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 of 1933;

          (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 or 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 end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.

          (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-
3, and the information required to be included in a post-effective
amendment by those paragraphs 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 Securities Exchange Act of 1934 that
are incorporated by reference 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.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 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 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.

(c)  Insofar as 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, 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.

                               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 7th 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
      2001 Employee Stock Purchase 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 750,000 common shares of beneficial interest,
$0.001 par value, of the Company (the "Common Shares") that may be
issued under the Company's 2001 Employee Stock Purchase 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 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");

c.  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");

d.  The Bylaws of the Company;

e.  Resolutions adopted by the Board of Trustees of the Company on
February 7, 2001;

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

g.  The Plan;

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

i.  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 2001 Employee Stock Purchase 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

	S-12
1-PH/1328725.2