Pennsylvania Real Estate Investment Trust – ‘424B5’ on 7/11/01 – 424B2

On:  Wednesday, 7/11/01, at 2:35pm ET   ·   Accession #:  950116-1-500473   ·   File #s:  33-61115 (424B2), 33-61115   ·   Correction:  This Filing was Corrected by the SEC on 7/23/01. ®

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Prospectus   —   Rule 424(b)(5)
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 1: 424B2       Prospectus                                            49    291K 

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Prospectus Supplement                           Filed Pursuant to Rule 424(b)(5)
(to Prospectus dated July 10, 2001)                   Registration No. 033-61115

2,000,000 Shares

 [GRAPHIC OMITTED]

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

Shares of Beneficial Interest 

We are offering 2,000,000 of our shares of beneficial interest and the    
associated rights which we refer to in this prospectus supplement as the        
"shares." The shares will be listed on the New York Stock Exchange under the    
symbol "PEI." The last reported sale price of the shares on July 10, 2001 was   
$24.80 per share.                                                               

Investing in our shares involves risks. See "Risk Factors" beginning on   
page 1 in the accompanying prospectus.                                          

                                                                [Download Table]


                                                         Per Share      Total   
                                                         ---------   -----------
                                                                                
Public offering price ...............................     $23.00     $46,000,000
Underwriting discount ...............................     $ 0.75     $ 1,500,000
Proceeds to us (before expenses) ....................     $22.25     $44,500,000

Neither the Securities and Exchange Commission nor any state securities         
commission has approved or disapproved of these securities or passed upon the   
accuracy or adequacy of this prospectus supplement or the accompanying          
prospectus. Any representation to the contrary is a criminal offense.           

  Lehman Brothers may also purchase up to an additional 300,000 shares from us
at the public offering price, less the underwriting discount, within 30 days    
from the date of this prospectus supplement to cover over-allotments.           

Lehman Brothers expects to deliver the shares against payment in New York,
New York on July 16, 2001.                                                      

LEHMAN BROTHERS 

July 10, 2001                                                                   

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TABLE OF CONTENTS 

Prospectus Supplement 

                                                                [Download Table]


                                                                                
Forward Looking Statements ...............................................   S-1
Pennsylvania Real Estate Investment Trust ................................   S-1
Recent Developments ......................................................   S-1
Use of Proceeds ..........................................................   S-3
Capitalization ...........................................................   S-4
Price Range of Shares and Distributions ..................................   S-4
Underwriting .............................................................   S-5
Legal Matters ............................................................   S-6
Experts ..................................................................   S-6

                                 Prospectus                                     
Risk Factors .............................................................     1
Forward Looking Statements ...............................................     7
Pennsylvania Real Estate Investment Trust ................................     7
Use of Proceeds ..........................................................     7
Ratio of Earnings to Fixed Charges .......................................     8
Description of Debt Securities ...........................................     8
Description of Preferred Shares of Beneficial Interest ...................    18
Description of Shares of Beneficial Interest .............................    23
Summary of the Trust Agreement ...........................................    27
Description of Share Warrants ............................................    28
Description of Shareholder Rights ........................................    29
Summary of the Operating Partnership Agreement ...........................    29
Federal Income Tax Considerations ........................................    31
Plan of Distribution .....................................................    37
Legal Matters ............................................................    38
Experts ..................................................................    38
Where You Can Find More Information ......................................    38

You should rely only on the information contained or incorporated by      
reference in this prospectus supplement and the accompanying prospectus. We     
have not authorized anyone else to provide you with different information. You  
should not rely on any other representations. Our affairs may change after      
this prospectus supplement is distributed. You should not assume that the       
information contained in this prospectus supplement or the accompanying         
prospectus is accurate as of any date other than the date on the front cover    
of the document. The shares are not being offered in any jurisdiction where     
the offer is not permitted.                                                     

No dealer, sales person or other person is authorized to give any         
information or to represent anything not contained in this prospectus           
supplement or the accompanying prospectus. You must not rely on any             
unauthorized information or representations. This prospectus supplement and     
the accompanying prospectus are an offer to sell only the securities            
specifically offered by it, but only under circumstances and in jurisdictions   
where it is lawful to do so.                                                    

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FORWARD LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents 
incorporated by reference contain "forward-looking statements" within the       
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the     
Securities and Exchange Act of 1934 and the Private Securities Litigation       
Reform Act of 1995. Forward-looking statements relate to expectations,          
beliefs, projections, future plans and strategies, anticipated events or        
trends and similar expressions concerning matters that are not historical       
facts. These forward-looking statements reflect our management's current views  
about future events and are subject to risks, uncertainties, assumptions and    
changes in circumstances that may cause our actual results to differ            
significantly from those expressed in any forward-looking statement. Certain    
factors that could cause actual results to differ materially from expected      
results include uncertainties affecting real estate businesses generally, the   
effects of complex regulations relating to our status as a REIT, environmental  
risks and others, many of which are outside of our control. For more            
information regarding the risks and uncertainties we face, please see "Risk     
Factors" beginning on page 1 in the accompanying prospectus. We do not intend   
and disclaim any duty or obligation to update or revise any industry            
information or forward-looking statements set forth in this prospectus          
supplement, the accompanying prospectus or the documents incorporated by        
reference to reflect new information, future events or otherwise.               

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

 Pennsylvania Real Estate Investment Trust, which is organized as a business
trust under Pennsylvania law, is a fully integrated, self-administered and      
self-managed real estate investment trust, founded in 1960, that acquires,      
develops, redevelops and operates retail and multifamily properties. We         
conduct substantially all of our operations through PREIT Associates, L.P., a   
Delaware limited partnership.                                                   

We own interests in 22 shopping centers containing an aggregate of        
approximately 10.6 million square feet, 19 multifamily properties containing    
7,242 units and four industrial properties with an aggregate of approximately   
300,000 square feet. We also own interests in six shopping centers currently    
under development, which we currently expect to contain an aggregate of         
approximately 1.6 million square feet upon completion. We cannot assure you     
that any of the six development properties will be completed successfully.      

We provide management, leasing and development services to 18 retail      
properties containing approximately 7.5 million square feet, seven office       
buildings containing approximately 1.9 million square feet and two multifamily  
properties with approximately 100,000 square feet for affiliated and third-     
party owners.                                                                   

Our principal executive offices are located at The Bellevue, 200 S. Broad 
Street, Philadelphia, Pennsylvania 19102, telephone: (215) 875-0700.            

RECENT DEVELOPMENTS 

  In January 2001, we created PREIT Services, LLC to develop, manage and lease
properties wholly-owned by us. We consolidate the results of PREIT Services     
and therefore do not incur any management, development or leasing fees for any  
of our wholly-owned properties that PREIT Services manages or leases.           

  On January 1, 2001, we acquired the remaining 5% minority interest in PREIT-
RUBIN, Inc. that we did not own, representing all of the voting common stock    
of PREIT-RUBIN, in exchange for 26,842 of our shares.                           

Effective January 1, 2001, we consolidate the results of PREIT-RUBIN which
is wholly-owned by PREIT Associates. We also converted PREIT-RUBIN to a         
taxable REIT subsidiary as defined by federal tax laws, which enables us to     
offer an expanded menu of services to tenants without jeopardizing our          
continued qualification as a real estate investment trust. Prior to January 1,  
2001, we accounted for PREIT-RUBIN's results using the equity method of         
accounting. PREIT-RUBIN is responsible for various activities, including        
management, leasing and real estate development for certain properties in       
which we are a joint venture partner, for properties owned by third parties     
and, prior to January 1, 2001, for certain of our properties. PREIT-RUBIN also  
provides management, leasing and development services for partnerships and      
other ventures in which certain of our officers and officers of PREIT-RUBIN     
have either direct or indirect ownership interests.                             

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The following is a diagram of our structure as of January 1, 2001, which  
reflects the acquisition by PREIT Associates of the minority interest in        
PREIT-RUBIN:                                                                    

----------------------------
| Pennsylvania Real Estate |
|     Investment Trust     |
----------------------------
                                       |                        --------------
                                       |  87.9%                 |  Minority  |
                                       |             -----------|  Limited   |
                                       |             |   12.1%  |  Partners  |
                                       |             |          --------------
 -----------------------------------
  ---------|     PREIT ASSOCIATES, L.P.      |----------
  |        -----------------------------------         |
  |                         |                          |
  |                         |                          |
  |                         |                          |
  |                         |                          |
   --------------           -----------------          ---------------
   |   Preit    |           |               |          |   PREIT     |
   |  Services, |           | 52 Properties |          | RUBIN, INC. |
   |     LLC    |           |               |          |  Partners   |
   --------------           -----------------          ---------------

In January 2001, we refinanced a mortgage secured by our Eagles Nest      
multifamily property located in Coral Springs, FL. The new mortgage amount is   
$15 million, has a 10 year term and bears interest at the rate of 7.52% per     
annum.                                                                          

In March 2001, we sold our interest in the Ingleside Center, located in   
Thorndale, PA, for $5.1 million, of which $0.9 million was used to pay off the  
mortgage on the property. Our proportionate share of the gain on the sale of    
the property was approximately $1.8 million.                                    

 In May 2001, we sold a parcel of land at Paxton Towne Center in Harrisburg,
PA for $6.3 million. Proceeds from the sale were used to pay down debt. We      
expect to record a nominal gain on the sale.                                    

In May 2001, the mortgage on Countrywood Apartments, located in Tampa, FL,
in which we own a 50% interest, was refinanced. Our $4.3 million share of the   
net proceeds was used to pay down debt.                                         

In June 2001, we entered into agreements to take over the management and  
leasing operations at two retail properties and one apartment complex. The      
management and leasing fees under these arrangements will vary based upon the   
performance of each property; however, we currently expect these fees to        
aggregate approximately $0.2 million for the remainder of 2001, and             
approximately $0.7 million in 2002. Starting on July 15, 2001, we will manage,  
under a three-year agreement, the 837,000 square-foot Harrisburg East Mall,     
located in Harrisburg, PA and owned by The Prudential Insurance Company of      
America. Starting on January 1, 2002, we will also manage, under a five-year    
agreement, the 250,000 square foot Home Depot Plaza, located in Clifton         
Heights, PA. The Home Depot Plaza is owned by a partnership between Mainard,    
Inc. and another entity. Two of our trustees are also the principals of         
Mainard, Inc. In addition, beginning on January 1, 2002, we will manage and     
lease, pursuant to a five-year agreement, a 233-unit apartment complex located  
in West Chester, PA, which is owned by a partnership between another entity     
and us.                                                                         

  In June 2001, we completed a transaction with the Target Corporation for the
sale of eight acres of land at its Florence Commons Shopping Center in          
Florence, SC, which yielded net proceeds of $2.5 million. We are currently      
working with Target to support the opening of a Target Store in the second      
half of 2002, anchoring the redevelopment and expansion of this center.         

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We are being impacted by the recent bankruptcies of retail tenants under  
multi-year lease agreements, including tenants expected to occupy space yet to  
be constructed, such as Bradlees, Inc. (scheduled to begin occupancy on         
February 1, 2001 at Northeast Tower Center in Philadelphia, PA) and Lechter's,  
Inc. (scheduled to begin occupancy on July 1, 2001 at Creekview Shopping        
Center in Warrington, PA), and existing tenants such as Homeplace, Inc.         
(ceased paying rent on July 1, 2001 at The Court at Oxford Valley in            
Langhorne, PA). In addition, confronting the recent challenges of the retail    
leasing environment, the Company entered into an agreement with JC Penney       
Company, Inc. to induce them to keep their store open at Prince Georges Plaza   
in Hyattsville, MD beyond the scheduled expiration of their lease in July       
2001.                                                                           

The amount of rent and expense reimbursements that we would have received 
under the four lease agreements as well as the cost of the inducement that we   
agreed to pay totals approximately $2.2 million in 2001. Although we are        
actively seeking to re-lease three of these properties as well as pursuing      
bankruptcy claims, we have not yet secured replacement tenants at any of these  
properties. For the yet to be constructed spaces, until replacement tenants     
are secured, we will capitalize certain costs, including interest, and will     
not incur certain expenses and required capital expenditures in connection      
with their completion. Because of likely additional development requirements    
at Creekview Shopping Center and Northeast Tower Center, we currently do not    
anticipate that, upon re-leasing the available space, replacement tenants will  
begin occupancy before the beginning of 2002.                                   

USE OF PROCEEDS 

  After deducting the underwriting discount and commissions and other expenses
associated with this offering, we estimate that the net proceeds from the sale  
of the shares will be approximately $44.2 million. We expect to use these net   
proceeds to fund our existing development projects and other land and property  
acquisitions, and to repay up to approximately $28 million of construction      
loans outstanding, which bear interest at a variable rate based on LIBOR,       
currently fixed at 5.77%, and mature on September 30, 2001. We expect to use    
the balance of the net proceeds for other working capital purposes. We may      
also use some of the net proceeds to repay outstanding indebtedness under our   
$250 million credit facility, which matures in December 28, 2003, subject to    
extension in accordance with the terms of the credit agreement. We entered      
into this credit facility to provide financing of acquisitions and for          
operations and general business purposes. As of June 30, 2001, our credit       
facility had an aggregate of $103 million outstanding, bearing interest at a    
weighted average rate of 7.8% per year.                                         

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CAPITALIZATION

 Our capitalization is set forth as of March 31, 2001 in the following table
and is shown as adjusted to give effect to the issuance of 2,000,000 shares     
which we are selling in this offering and the application of the net proceeds   
from that sale. Unless we specifically state otherwise, the information in      
this prospectus supplement does not take into account the issuance of up to     
300,000 shares which Lehman Brothers has the option to purchase solely to       
cover over-allotments.                                                          

                                                                [Download Table]


                                                             March 31, 2001     
                                                        ------------------------
                                                        Historical   As Adjusted
                                                        ----------   -----------
                                                             (in thousands)     
                                                                                
Debt:                                                                           
   Mortgage Loans Payable...........................     $261,368      $261,368 
   Credit Facility..................................      100,500        84,469 
   Construction Loans Payable.......................       28,119             - 
                                                         --------      -------- 
      Total debt....................................      389,987       345,837 
Minority Interest ..................................       41,133        41,133 
Shareholders' equity:                                                           
   Shares of Beneficial Interest ($1 Par)...........       13,688        15,688 
   Additional Paid in Capital.......................      152,211       194,361 
   Restricted Stock.................................       (1,893)       (1,893)
   Accumulated Other Comprehensive Loss.............       (2,316)       (2,316)
   Distributions in Excess of Net Income............      (20,812)      (20,812)
                                                         --------      -------- 
      Total shareholders' equity....................      140,878       185,028 
                                                         --------      -------- 
      Total capitalization..........................     $571,998      $571,998 
                                                         ========      ======== 

PRICE RANGE OF SHARES AND DISTRIBUTIONS 

  Our shares began trading on the New York Stock Exchange on November 14, 1997
(ticker symbol: PEI). Before then, our shares were traded on the American       
Stock Exchange. The following table presents the high and low sales prices for  
our shares, as reported by the New York Stock Exchange, and cash distributions  
paid for the periods indicated:                                                 

                                                                [Download Table]


                                                                 Distributions
1999                                           High      Low         Paid     
----                                          ------   ------    -------------
                                                                              
Quarter ended March 31, 1999                  $20.25   $18.56        $0.47    
Quarter ended June 30, 1999                   $21.69   $18.56         0.47    
Quarter ended September 30, 1999              $21.00   $18.56         0.47    
Quarter ended December 31, 1999               $18.88   $14.00         0.47    
                                                                     -----    
                                                                     $1.88    
                                                                     =====    

                                                                [Download Table]


                                                                 Distributions
2000                                           High      Low         Paid     
----                                          ------   ------    -------------
                                                                              
Quarter ended March 31, 2000                  $17.25   $14.63        $0.47    
Quarter ended June 30, 2000                   $18.50   $16.00         0.47    
Quarter ended September 30, 2000              $18.06   $16.88         0.47    
Quarter ended December 31, 2000               $19.75   $16.81         0.51    
                                                                     -----    
                                                                     $1.92    
                                                                     =====    

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                                                                          Distributions
2001                                                       High     Low       Paid     
----                                                      ------  ------  -------------
                                                                                       
Quarter ended March 31, 2001                              $22.36  $18.94      $0.51    
Quarter ended June 30, 2001                               $24.70  $20.50      $0.51    
Quarter ended September 30, 2001 (through July 10, 2001)  $25.05  $24.50      $  --    

The last reported sale price of the shares on July 10, 2001 was $24.80 per
share. As of June 30, 2001, there were approximately 1,201 holders of record    
of our shares.                                                                  

 We currently anticipate that we will continue to make cash distributions in
the future in March, June, September and December of each year; however, our    
future payment of distributions will be at the discretion of our Board of       
Trustees and will depend on numerous factors, including our cash flow,          
financial condition, capital requirements, annual distribution requirements     
under the real estate investment trust provisions of the Internal Revenue Code  
and other factors that our Board of Trustees deem relevant.                     

UNDERWRITING

Pennsylvania Real Estate Investment Trust has agreed to sell to Lehman    
Brothers Inc., the underwriter, all 2,000,000 of our shares.                    

The underwriting agreement provides that the underwriter's obligation to  
purchase shares depends on the satisfaction of the conditions contained in the  
underwriting agreement. The conditions contained in the underwriting agreement  
include the requirement that the representations and warranties made by us to   
the underwriter are true, that there is no material change in the financial     
markets and that we deliver to the underwriter customary closing documents.     

 The following table shows the per share and total underwriting discount and
commissions that we are required to pay to the underwriter:                     

                                                                [Download Table]


                                         Paid By Us
                                         ----------
                                                   
Per share                                $     0.75
Total (before expenses)                  $1,500,000

  The underwriter has advised us that it proposes to offer the shares directly
to the public at the public offering price shown on the cover page of this      
prospectus supplement, and to dealers, who may include the underwriter, at the  
public offering price less a selling concession not in excess of $0.75 per      
share. After the offering, the underwriter may change the offering price and    
other selling terms.                                                            

We have agreed that, for a period of 90 days after the date of this       
prospectus supplement, we will not, without the prior written consent of        
Lehman Brothers Inc., offer, sell, contract to sell, pledge or otherwise        
dispose of, directly or indirectly, any additional shares or securities         
convertible into or exchangeable or exercisable for any shares. Lehman          
Brothers Inc. has allowed certain exceptions to these restrictions.             

Our executive officers have agreed that for a period of 90 days from the  
date of this prospectus supplement they will not, without, in each case, the    
prior written consent of Lehman Brothers Inc.:                                  

  o offer, sell, contract to sell, pledge or otherwise dispose of, directly or
  indirectly, any shares or securities convertible into or exchangeable or
exercisable for any shares;                                           

o enter into a transaction that would have the same effect; or            

o enter into any swap or other derivatives transaction that transfers, in 
    whole or in part, any of the economic consequences of ownership of shares,
  whether any such aforementioned transaction is to be settled by delivery
of those shares or other securities, in cash or otherwise.            

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The underwriter may engage in over-allotment covering transactions and    
penalty bids in accordance with Regulation M under the Securities Exchange Act  
of 1934. These financial terms have the following meanings:                     

o Over-allotment involves sales in excess of the offering size, which     
creates a short position for the underwriter.                         

o Covering transactions involve purchases of our shares in the open market
after the distribution has been completed in order to cover short     
positions.                                                            

  o Penalty bids permit the underwriter to reclaim a selling concession from a
 broker/dealer when our shares originally sold by such broker/dealer are
   purchased in a stabilizing transaction or a covering transaction to cover
short positions.                                                      

  The covering transactions and penalty bids may cause the price of our shares
to be higher than it would otherwise be in the absence of these transactions.   
These transactions may be effected on the NYSE or otherwise and, if commenced,  
may be discontinued at any time.                                                

  Lehman Brothers Inc. or its affiliates have engaged, are engaging in and may
in the future engage in providing banking, investment banking and/or financial  
advisory services to us and our affiliates for which they receive customary     
compensation and expense reimbursement.                                         

We have agreed to indemnify the underwriter against certain liabilities   
under the Securities Act of 1933.                                               

We estimate the expenses associated with this offering to be approximately
$350,000.                                                                       

Our shares are traded on the NYSE under the symbol "PEI."                 

LEGAL MATTERS 

Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania, will pass upon the
validity of the shares offered by this prospectus supplement and the            
statements in the accompanying prospectus under "Federal Income Tax             
Considerations." Sylvan M. Cohen, Chairman of our Board of Trustees and one of  
our principal shareholders, is of counsel to Drinker Biddle & Reath LLP.        
Certain legal matters will be passed upon for the underwriter by Hogan &        
Hartson L.L.P., Washington, D.C.                                                

EXPERTS 

The financial statements and financial statement schedules incorporated by
reference in this prospectus supplement, to the extent and for the periods      
indicated in their report, have been audited by Arthur Andersen LLP,            
independent public accountants, and are incorporated by reference herein in     
reliance upon the authority of said firm as experts in giving said reports.     

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PROSPECTUS                                                                      

$200,000,000

 [GRAPHIC OMITTED]

Pennsylvania Real Estate Investment Trust 

Debt Securities, Preferred Shares, Shares,
Share Warrants and Shareholder Rights 

We may use this prospectus to offer and sell securities from time to time.
The types of securities we may sell include:                                    

o unsecured debt securities;                                              

o preferred shares of beneficial interest;                                

o shares of beneficial interest, $1.00 par value per share, and associated
shareholder rights;                                                             

o warrants exercisable for shares; and                                    

o shareholder rights exercisable for shares.                              

The aggregate public offering price of the securities may be up to        
$200,000,000, or its equivalent based on the exchange rate at the time of       
sale, in amounts, at prices and on terms to be determined at the time of        
offering. The debt securities, preferred shares, shares, share warrants and     
shareholder rights may be offered, separately or together, in separate series,  
in amounts, at prices and on terms to be described in one or more supplements   
to this prospectus.                                                             

The specific terms of the securities offered will be provided in the      
applicable prospectus supplement and will include, where applicable:            

o for debt securities, the specific title, aggregate principal amount,    
 currency, form -- which may be registered or bearer, or certificated or
global -- authorized denominations, maturity, rate -- or manner of    
calculation thereof -- and time of payment of interest, any terms for 
 redemption at our option or repayment at the holder's option, any terms
for any sinking fund payments, any terms for conversion into preferred
shares or shares, covenants and any initial public offering price;    

o for preferred shares, the specific title and stated value, any dividend,
liquidation, redemption, conversion, voting and other rights, and any 
initial public offering price;                                        

o for shares, any initial public offering price;                          

  o for share warrants, the specific title and aggregate number, and the issue
and exercise price; and                                               

  o for shareholder rights, the date for determining the shareholders entitled
to the distribution, aggregate number of shares purchasable, exercise 
price and date of expiration.                                         

Consider carefully the Risk Factors beginning on page 1 before deciding to
invest in the securities.                                                       

These securities have not been approved or disapproved by the Securities and    
Exchange Commission nor has the Securities and Exchange Commission passed upon  
the accuracy or adequacy of this prospectus. Any representation to the          
contrary is a criminal offense.                                                 

The date of this prospectus is July 10, 2001. 

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RISK FACTORS

Before you decide to invest in any of our securities, you should consider 
carefully the risks described below, together with the information provided in  
the other parts of this prospectus. Our ability to make expected distributions  
to shareholders and debt service payments to lenders, as well as our prospects  
as a whole, could be affected by any or all of these factors or others not      
mentioned below.                                                                

Real Estate Industry                                                            

  We face risks associated with local real estate conditions in areas where we
own properties                                                                  

We may be affected adversely by general economic conditions and local real
estate conditions. For example, an oversupply of retail space or apartments in  
a local area or a decline in the attractiveness of our properties to shoppers,  
residents or tenants would have a negative effect on us.                        

Other factors that may affect general economic conditions or local real   
estate conditions include:                                                      

o population trends                                                       
o income tax laws                                                         
o availability and costs of financing                                     
o construction costs                                                      
o weather conditions that may increase or decrease energy costs           

We may be unable to compete with our larger competitors and other         
alternatives to our portfolio of properties                                     

 The real estate business is highly competitive. We compete for interests in
properties with other real estate investors and purchasers, many of whom have   
greater financial resources, revenues and geographical diversity than we have.  
Furthermore, we compete for tenants with other property owners. Our apartment   
properties portfolio competes with providers of other forms of housing, such    
as single family housing. Competition from single family housing increases      
when lower interest rates make mortgages more affordable. All of our shopping   
center and apartment properties are subject to significant local competition.   
Further, our portfolio of retail properties faces competition from interest-    
based operations that may be capable of providing lower-cost alternatives to    
customers.                                                                      

We are subject to significant regulation that inhibits our activities     

Local zoning and use laws, environmental statutes and other governmental  
requirements restrict our expansion, rehabilitation and reconstruction          
activities. These regulations may prevent us from taking advantage of economic  
opportunities.                                                                  

Legislation such as the Americans with Disabilities Act may require us to 
modify our properties. Future legislation may impose additional requirements.   
We cannot predict what requirements may be enacted.                             

Our Properties                                                                  

We face risks that may restrict our ability to develop properties         

There are risks associated with our development activities in addition to 
those generally associated with the ownership and operation of established      
shopping centers and multifamily properties. These risks include:               

o expenditure of money and time on projects that may never be completed   
o higher than estimated construction costs                                
o late completion because of unexpected delays in zoning approvals, other 
  land use approvals, construction or other factors outside of our control
o failure to obtain zoning, occupancy or other governmental approvals     

  The risks described above are compounded by the fact that we must distribute
90% of our taxable income in order to maintain our qualification as a REIT. As  
a result of these distribution requirements, new developments                   

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are financed primarily through lines of credit or other forms of construction   
financing. Because we incur debt to finance the developments, our loss could    
exceed our equity investment in these developments.                             

 Furthermore, we must acquire and develop suitable high traffic retail sites
at costs consistent with the overall economics of the project. Because retail   
development is extremely competitive, we cannot assure you that we can          
contract for appropriate sites within our geographic markets.                   

 Some of our properties are old and in need of maintenance and/or renovation

  Some of the properties in which we have an interest were constructed or last
renovated more than 10 years ago. Older properties may generate lower rentals or
may require significant capital expense for renovations. More than forty percent
of our apartment communities have not been renovated in the last ten years. Some
of our apartments lack amenities that are customarily included in modern        
construction, such as dishwashers, central air conditioning and microwave ovens.
Some of our facilities are difficult to lease because they are too large, too   
small or inappropriately proportioned for today's market. We generally consider 
renovation of properties when renovation will enhance or maintain the long-term 
value of our properties.                                                        

We may be unable to successfully integrate and effectively manage the     
properties we acquire                                                           

  Subject to the availability of financing and other considerations, we intend
to continue to acquire interests in properties that we believe will be          
profitable or will enhance the value of our portfolios. Some of these           
properties may have unknown characteristics or deficiencies. Therefore, it is   
possible that some properties will be worth less or will generate less revenue  
than we believe at the time of acquisition. It is also possible that the        
operating performance of some of our properties will decline.                   

To manage our growth effectively, we must successfully integrate new      
acquisitions. We cannot assure you that we will be able to successfully         
integrate or effectively manage additional properties.                          

When we acquire properties, we also take on other risks, including:       

o financing risks (some of which are described below)                     
o the risk that we will not meet anticipated occupancy or rent levels     
o the risk that we will not obtain required zoning, occupancy and other   
governmental approvals                                                
  o the risk that there will be changes in applicable zoning and land use laws
that affect adversely the operation or development of our properties  

We may be unable to renew leases or relet space as leases expire          

  When a lease expires, a tenant may refuse to renew it. We may not be able to
relet the property on similar terms, if we are able to relet the property at    
all. We have established an annual budget for renovation and reletting          
expenses that we believe is reasonable in light of each property's operating    
history and local market characteristics. This budget, however, may not be      
sufficient to cover these expenses.                                             

We have been and may continue to be affected negatively by tenant         
bankruptcies and leasing delays                                                 

At any time, a tenant may experience a downturn in its business that may  
weaken its financial condition. As a result, our tenants may delay lease        
commencement, fail to make rental payments when due, or declare bankruptcy.     
Any such event could result in the termination of that tenant's lease and       
material losses to us.                                                          

We receive a substantial portion of our shopping center income as rents   
under long-term leases. If retail tenants are unable to comply with the terms   
of their leases because of rising costs or falling sales, we may modify lease   
terms to allow tenants to pay a lower rental or a smaller share of operating    
costs and taxes.                                                                

For example, we are being impacted by the recent bankruptcies of retail   
tenants under multi-year lease agreements, including tenants expected to        
occupy space yet to be contstructed, such as Bradlees, Inc., which was          
scheduled to begin occupancy on February 1, 2001 at Northeast Tower Center in   
Pennsylvania and Lechter's, Inc., which was scheduled to begin occupancy on     
July 1, 2001 at Creekview Shopping Center in Warrington, Pennsylvania and       
existing tenants such as Homeplace, Inc., which ceased paying rent on July 1,   
2001 at The Court at Oxford Valley in Langhorne, Pennsylvania. In addition, as  
a result of the weakening economy, we entered into an agreement, which          
included payment of inducements with JC Penney Company, Inc., to induce         

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them to keep their store open at Prince George's Plaza in Hyattsville,          
Maryland beyond the scheduled expiration of their lease in July 2001.           

The amount of rent and expense reimbursements that we would have received 
under the four lease agreements, as well as the cost of the inducement that we  
agreed to pay, totals approximately $2.2 million in 2001. We have not yet       
secured replacement tenants at the three vacant properties and do not           
anticipate that, upon releasing the available space, replacement tenants will   
begin occupancy at two of these properties before the beginning of 2002. Any    
additional financial problems encountered by existing or prospective retail     
tenants at our properties may continue to substantially harm our business.      

We face risks associated with PREIT-RUBIN's management of properties owned
by third parties                                                                

PREIT-RUBIN manages a substantial number of properties owned by third     
parties. Risks associated with the management of properties owned by third      
parties include:                                                                

o the property owner's termination of the management contract             
o loss of the management contract in connection with a property sale      
o non-renewal of the management contract after expiration                 
o renewal of the management contract on terms less favorable than current 
terms                                                                 
o decline in management fees as a result of general real estate market    
conditions or local market factors                                    

Coverage under our existing insurance policies may be inadequate to cover 
losses                                                                          

 We generally maintain insurance policies related to our business, including
casualty, general liability and other policies covering our business            
operations, employees and assets. However, we would be required to bear all     
losses that are not adequately covered by insurance. Although we believe that   
our insurance programs are adequate, we cannot assure you that we will not      
incur losses in excess of our insurance coverage, or that we will be able to    
obtain insurance in the future at acceptable levels and reasonable cost.        

We face risks due to lack of geographic diversity                         

 Most of our properties are located in the eastern United States. A majority
of the properties are located either in Pennsylvania or Florida. General        
economic conditions and local real estate conditions in these geographic        
regions have a particularly strong effect on us. Other REITs may have a more    
geographically diverse portfolio and thus may be less susceptible to downturns  
in one or more regions.                                                         

We face possible environmental liabilities                                

Current and former real estate owners and operators may be required by law
to investigate and clean up hazardous substances released at the properties     
they own or operate. They may also be liable to the government or to third      
parties for substantial property damage, investigation costs and cleanup        
costs. In addition, some environmental laws create a lien on the contaminated   
site in favor of the government for damages and costs the government incurs in  
connection with the contamination. Contamination may affect adversely the       
owner's ability to sell or lease real estate or to borrow with the real estate  
as collateral.                                                                  

From time to time, we respond to inquiries from environmental authorities 
with respect to properties both currently and formerly owned by us. We cannot   
assure you of the results of pending investigations, but we do not believe      
that resolution of these matters will have a material adverse effect on our     
financial condition or results of operations.                                   

We have no way of determining at this time the magnitude of any potential 
liability to which we may be subject arising out of unknown environmental       
conditions or violations with respect to the properties we formerly owned.      
Environmental laws today can impose liability on a previous owner or operator   
of a property that owned or operated the property at a time when hazardous or   
toxic substances were disposed of, or released from, the property. A            
conveyance of the property, therefore, does not relieve the owner or operator   
from liability.                                                                 

We are aware of certain environmental matters at some of our properties,  
including ground water contamination, above-normal radon levels and the         
presence of asbestos containing materials and lead-based paint. We have, in     
the past, performed remediation of such environmental matters, and, at          
December 31, 2000, we are not aware of any significant remaining potential      
liability relating to these environmental matters. We may be                    

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required in the future to perform testing relating to these matters. We have    
reserved approximately $100,000 to cover such costs if they are necessary. We   
cannot assure you that these amounts will be adequate to cover future           
environmental costs.                                                            

At five properties in which we currently have an interest, and at two     
properties in which we formerly had an interest, the environmental conditions   
have been or continue to be investigated and have not been remediated fully.    
At five of these properties, groundwater contamination has been found. At two   
of the properties with groundwater contamination, the former owners of the      
properties are remediating the groundwater contamination. Dry cleaning          
operations were performed at three of the properties in which we currently or   
formerly had an interest. At two of the dry cleaning properties, soil           
contamination has been identified and groundwater contamination was found at    
the other dry cleaning property. Although the properties with contamination     
arising from dry cleaning operations may be eligible under a state law for      
remediation with state funds, we cannot assure you that sufficient funds will   
be available under the legislation to pay the full costs of any such            
remediation.                                                                    

There are asbestos-containing materials in a number of our properties,    
primarily in the form of floor tiles and adhesives. The floor tiles and         
adhesives are generally in good condition. Fire-proofing material containing    
asbestos is present at some of our properties in limited concentrations or in   
limited areas. At properties where radon has been identified as a potential     
concern, we have remediated or are performing additional testing. Lead-based    
paint has been identified at certain of our multifamily properties and we have  
notified tenants under applicable disclosure requirements. Based on our         
current knowledge, we do not believe that the future liabilities associated     
with asbestos, radon and lead-based paint at the foregoing properties will be   
material.                                                                       

We have limited environmental liability coverage for the types of         
environmental liabilities described above. The policy covers liability for      
pollution and on-site remediation limited to $2 million for any single claim    
and further limited to $4 million in the aggregate. The policy expires on       
December 1, 2002.                                                               

  We are aware of environmental concerns at two of our development properties.
Our present view is that our share of any remediation costs necessary in        
connection with the development of these properties will be within the budgets  
for development of these properties (or, in the case of one of these            
properties, our prospective partner, who also is the current owner of such      
property, will address the environmental concerns prior to the commencement of  
the development process), but the final costs and necessary remediation are     
not known and may cause us to decide not to develop one or more of these        
properties.                                                                     

Financing Risks                                                                 

We face risks generally associated with our debt                          

 We finance parts of our operations and acquisitions through debt. This debt
creates risks, including:                                                       

o rising interest rates on our floating rate debt                         
o failure to prepay or refinance existing debt, which may result in forced
disposition of properties on disadvantageous terms                    
o refinancing terms less favorable than the terms of existing debt        
o failure to meet required payments of principal and interest             

We may not be able to comply with leverage ratios imposed by our credit   
facility or to use our credit facility when credit markets are tight            

We currently use a three year secured credit facility for working capital,
acquisitions, construction of our development pipeline, renovations and         
capital improvements to our properties. The credit facility is secured by ten   
properties and currently requires our operating partnership, PREIT Associates,  
to maintain certain asset and income to debt ratios and minimum income and net  
worth levels. As of March 31, 2001, we were in compliance with all debt         
covenants. If, in the future, PREIT Associates fails to meet any one or more    
of these requirements, we would be in default. The lenders, in their sole       
discretion, may waive a default. We might secure alternative or substitute      
financing. We cannot assure you, however, that we can obtain waivers or         
alternative financing. Any default may have a materially adverse effect on our  
operations and financial condition.                                             

 When the credit markets are tight, we may encounter resistance from lenders
when we seek financing or refinancing for some of our properties. If our        
credit facility is reduced significantly or withdrawn, our operations           

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would be affected adversely. If we are unable to increase our borrowing         
capacity under the credit facility, our ability to make acquisitions and grow   
would be affected adversely. We cannot assure you as to the availability or     
terms of financing for any particular property.                                 

We have entered into agreements limiting the interest rate on portions of 
our credit facility. If other parties to these agreements fail to perform as    
required by the agreements, we may suffer credit loss.                          

We may be unable to obtain long-term financing required to finance our    
partnerships and joint ventures                                                 

The profitability of each partnership or joint venture in which we are a  
partner or co-venturer that has short-term financing or debt requiring a        
balloon payment is dependent on the availability of long-term financing on      
satisfactory terms. If satisfactory long-term financing is not available, we    
may have to rely on other sources of short-term financing, equity               
contributions or the proceeds of refinancing the existing properties to         
satisfy debt obligations. Although we do not own the entire interest in         
connection with many of the properties held by such partnerships or joint       
ventures, we may be required to pay the full amount of any obligation of the    
partnership or joint venture that we have guaranteed in whole or in part to     
protect our equity interest in the property owned by the partnership or joint   
venture. Additionally, we may determine to pay a partnership's or joint         
venture's obligation to protect our equity interest in its assets.              

Governance                                                                      

We may be unable to effectively manage our partnerships and joint ventures
due to disagreements with our partners and joint venturers                      

Generally, we hold interests in our portfolio properties through PREIT    
Associates. In many cases we hold properties through joint ventures or          
partnerships with third-party partners and joint venturers and, thus, we hold   
less than 100% of the ownership interests in these properties. Of the           
properties with respect to which our ownership is partial, most are owned by    
partnerships in which we are a general partner. The remaining properties are    
owned by joint ventures in which we have substantially the same powers as a     
general partner. Under the terms of the partnership and joint venture           
agreements, major decisions, such as a sale, lease, refinancing, expansion or   
rehabilitation of a property, or a change of property manager, require the      
consent of all partners or co-venturers. Because decisions must be unanimous,   
necessary actions may be delayed significantly. It may be difficult or even     
impossible to change a property manager if a partner or co-venturer is serving  
as property manager.                                                            

Business disagreements with partners may arise. We may incur substantial  
expenses in resolving these disputes. To preserve our investment, we may be     
required to make commitments to or on behalf of a partnership or joint venture  
during a dispute. Moreover, we cannot assure you that our resolution of a       
dispute with a partner will be on terms that are favorable to us.               

Other risks of investments in partnerships and joint ventures include:    

  o partners or co-venturers might become bankrupt or fail to fund their share
of required capital contributions                                     
o partners or co-venturers might have business interests or goals that are
inconsistent with our business interests or goals                     
o partners or co-venturers may be in a position to take action contrary to
our policies or objectives                                            
o potential liability for the actions of our partners or co-venturers     

We are subject to restrictions that may impede our ability to effect a    
change in control                                                               

Our Trust Agreement restricts the possibility of our sale or change in    
control, even if a sale or change in control were in our shareholders'          
interest. These restrictions include the ownership limit designed to ensure     
qualification as a REIT, the staggered terms of our Trustees and our ability    
to issue preferred shares. Additionally, we have adopted a rights plan that     
may deter a potential acquiror from attempting to acquire us.                   

 We have entered into agreements restricting our ability to sell some of our
properties                                                                      

Because some limited partners of PREIT Associates may suffer adverse tax  
consequences if certain properties owned by PREIT Associates are sold, we, as   
the general partner of PREIT Associates, have agreed from time to time,         
subject to certain exceptions, that the consent of the holders of a majority    
(or all) of certain limited partner interests issued by PREIT Associates in     
exchange for a property is required before that property                        

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may be sold. These agreements may result in our being unable to sell one or     
more properties, even in circumstances in which it would be advantageous to do  
so.                                                                             

We may issue preferred shares with greater rights than your shares        

Our Board of Trustees may issue up to 25,000,000 preferred shares without 
shareholder approval. Our Board of Trustees may determine the relative rights,  
preferences and privileges of each class or series of preferred shares.         
Because our Board of Trustees has the power to establish the preferences and    
rights of the preferred shares, preferred shares may have preferences,          
distributions, powers and rights senior to your rights as a shareholder.        

We may amend our business policies without your approval                  

Our Board of Trustees determines our growth, investment, financing,       
capitalization, borrowing, REIT status, operating and distribution policies.    
Although the Board of Trustees has no present intention to amend or revise any  
of these policies, these policies may be amended or revised without notice to   
shareholders. Accordingly, shareholders may not have control over changes in    
our policies. We cannot assure you that changes in our policies will serve      
fully the interests of all shareholders.                                        

Limited partners of PREIT Associates may vote on fundamental changes we   
propose                                                                         

Our assets are generally held through PREIT Associates, a Delaware limited
partnership of which we are the sole general partner. We currently hold a       
majority of the limited partner interests in PREIT Associates. However, PREIT   
Associates may from time to time issue additional limited partner interests in  
PREIT Associates to third parties in exchange for contributions of property to  
PREIT Associates. These issuances will dilute our percentage ownership of       
PREIT Associates. Limited partner interests in PREIT Associates generally do    
not carry a right to vote on any matter voted on by our shareholders, although  
limited partner interests may, under certain circumstances, be redeemed for     
our shares. However, before the date on which at least half of the partnership  
interests issued on September 30, 1997 have been redeemed, the holders of       
partnership interests issued on September 30, 1997 are entitled to vote, along  
with our shareholders, on any proposal to merge, consolidate or sell            
substantially all of our assets. Our partnership interests are not included     
for purposes of determining when half of the partnership interests have been    
redeemed, nor are they counted as votes. We cannot assure you that we will not  
agree to extend comparable rights to other limited partners in PREIT            
Associates.                                                                     

Our success depends in part on Ronald Rubin                               

We are dependent on the efforts of Ronald Rubin, our Chief Executive      
Officer. The loss of his services could have an adverse effect on our           
operations. If Mr. Rubin were to terminate his employment, his current          
employment agreement with us would prevent him from becoming an employee of     
one of our competitors for one year.                                            

  Our employees who work both for us and for PREIT-RUBIN may have conflicts of
interest                                                                        

  There are numerous potential conflicts of interest relating to our ownership
of PREIT-RUBIN. PREIT-RUBIN renders management, development, leasing and        
related services to a substantial number of properties in which affiliates of   
PREIT-RUBIN retain equity interests. In such instances the interests of our     
management who are also PREIT-RUBIN affiliates may differ from your own. We     
believe that PREIT-RUBIN's management arrangements with these entities are on   
terms at least as favorable to PREIT-RUBIN as the average of management         
arrangements with parties unrelated to PREIT-RUBIN. In addition, PREIT-RUBIN    
leases substantial office space from entities in which our affiliates have an   
interest.                                                                       

Other Risks                                                                     

We may fail to qualify as a REIT and you may incur tax liabilities as a   
result                                                                          

  If we fail to qualify as a REIT, we will be subject to Federal income tax at
regular corporate rates. In addition, we might be barred from qualification as  
a REIT for the four years following disqualification. The additional tax        
incurred at regular corporate rates would reduce significantly the cash flow    
available for distribution to shareholders and for debt service.                

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To qualify as a REIT, we must comply with certain highly technical and    
complex requirements. We cannot be certain we have complied because there are   
few judicial and administrative interpretations of these provisions. In         
addition, facts and circumstances that may be beyond our control may affect     
our ability to qualify as a REIT. We cannot assure you that new legislation,    
regulations, administrative interpretations or court decisions will not change  
the tax laws significantly with respect to our qualification as a REIT or with  
respect to the federal income tax consequences of qualification. We believe     
that we have qualified as a REIT since our inception and intend to continue to  
qualify as a REIT. However, we cannot assure you that we have been qualified    
or will remain qualified.                                                       

 We may be unable to comply with the strict income distribution requirements
applicable to REITs                                                             

 To obtain the favorable tax treatment associated with qualifying as a REIT,
we are required each year to distribute to our shareholders at least 90% of     
our net taxable income. We could be required to borrow funds on a short-term    
basis to meet the distribution requirements that are necessary to achieve the   
tax benefits associated with qualifying as a REIT, even if conditions were not  
favorable for borrowing.                                                        

FORWARD LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain       
"forward-looking statements" within the meaning of Section 27A of the           
Securities Act and Section 21E of the Securities and Exchange Act of 1934 and   
the Private Securities Litigation Reform Act of 1995. Forward-looking           
statements relate to expectations, beliefs, projections, future plans and       
strategies, anticipated events or trends and similar expressions concerning     
matters that are not historical facts. These forward-looking statements         
reflect our management's current views about future events and are subject to   
risks, uncertainties, assumptions and changes in circumstances that may cause   
our actual results to differ significantly from those expressed in any          
forward-looking statement. Certain factors that could cause actual results to   
differ materially from expected results include uncertainties affecting real    
estate businesses generally, the effects of complex regulations relating to     
our status as a REIT, environmental risks and others, many of which are         
outside of our control. For more information regarding the risks and            
uncertainties we face, please see "Risk Factors" beginning on page 1. We do     
not intend and disclaim any duty or obligation to update or revise any          
industry information or forward-looking statements set forth in this            
prospectus or the documents incorporated by reference to reflect new            
information, future events or otherwise.                                        

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

 Pennsylvania Real Estate Investment Trust, which is organized as a business
trust under Pennsylvania law, is a fully integrated, self-administered and      
self-managed real estate investment trust, founded in 1960, that acquires,      
develops, redevelops and operates retail and multifamily properties. We         
conduct substantially all of our operations through PREIT Associates, L.P., a   
Delaware limited partnership.                                                   

Our principal executive offices are located at The Bellevue, 200 S. Broad 
Street, Philadelphia, Pennsylvania 19102, telephone: (215) 875-0700.            

USE OF PROCEEDS 

Unless otherwise specified in the applicable prospectus supplement        
accompanying this prospectus, we intend to use the net proceeds of any sale of  
securities for general business purposes, including the development and         
acquisition of additional properties and other acquisition transactions as      
suitable opportunities arise, the payment of certain outstanding secured or     
other indebtedness and improvements to certain properties in our portfolio.     

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RATIO OF EARNINGS TO FIXED CHARGES

  Our ratio of earnings to fixed charges for each of the last five full fiscal
years are presented below:                                                      

                                                                [Download Table]

--------------------------------------------------------------------------------
                                                                                
2000              1999                1998                 1997             1996
--------------------------------------------------------------------------------
1.55              1.55                1.93                 1.55             1.66
--------------------------------------------------------------------------------

  In 1997, we changed our fiscal year. Information in the table above is given
with respect to the fiscal years ended December 31, 1998, 1999 and 2000, and    
the fiscal years ended August 31, 1996 and 1997. For the period from September  
1, 1997 through December 31, 1997, the ratio was 1.53. The ratios of earnings   
to fixed charges were computed by dividing earnings by fixed charges. For this  
purpose, earnings consist of income before gains from sales of property, plus   
fixed charges reduced by the amounts of capitalized interest, plus income       
allocable to minority interests in consolidated entities that have incurred     
fixed charges. Fixed charges consist of interest expense (including interest    
costs capitalized), amortization of capitalized expenses related to             
indebtedness. Earnings and fixed charges are based on both wholly owned         
properties and our share of partnership and joint venture properties. To date,  
we have not issued any preferred shares; therefore, the ratios of earnings to   
combined fixed charges and preferred share dividends are not presented.         

DESCRIPTION OF DEBT SECURITIES

The following description provides the general terms and provisions of the
debt securities to which this prospectus and any applicable prospectus          
supplement may relate. The particular terms of the debt securities being        
offered and the extent to which the general provisions may apply will be        
provided in the applicable Indenture or in one or more indentures supplemental  
to the Indenture and described in a prospectus supplement relating to the debt  
securities. The forms of the Senior Indenture (as defined herein) and the       
Subordinated Indenture (as defined herein) have been filed as exhibits to the   
registration statement of which this prospectus is a part.                      

General                                                                         

The debt securities will be our direct, unsecured obligations and may be  
either senior debt securities ("Senior Securities") or subordinated debt        
securities ("Subordinated Securities"). The debt securities will be issued      
under one or more indentures (the "Indentures"). Senior Securities and          
Subordinated Securities will be issued pursuant to separate indentures          
(respectively, a "Senior Indenture" and a "Subordinated Indenture"), in each    
case between us and a trustee (a "Trustee"). The Indentures will be subject to  
and governed by the Trust Indenture Act of 1939, as amended (the "TIA"). The    
statements made under this heading relating to the debt securities and the      
Indentures are summaries of the anticipated provisions thereof, do not purport  
to be complete and are qualified in their entirety by reference to the          
Indentures and such debt securities. All section references appearing herein    
are to sections of each Indenture unless otherwise indicated, and capitalized   
terms used but not defined below shall have the respective meanings set forth   
in each Indenture.                                                              

  The indebtedness represented by Subordinated Securities will be subordinated
in right of payment to the prior payment in full of our Senior Debt (as         
defined below) as described under "--Subordination."                            

  Except as set forth in the applicable Indenture or in one or more indentures
supplemental thereto and described in a prospectus supplement relating          
thereto, the debt securities may be issued without limit as to aggregate        
principal amount, in one or more series, in each case as established from time  
to time in or pursuant to authority granted by a resolution of Board of         
Trustees or as established in the applicable Indenture or in one or more        
indentures supplemental to such Indenture. All debt securities of one series    
need not be issued at the same time and, unless otherwise provided, a series    
may be reopened, without the consent of the holders of the debt securities of   
such series, for issuances of additional debt securities of such series.        

It is anticipated that each Indenture will provide that there may be more 
than one Trustee thereunder, each with respect to one or more series of debt    
securities. Any Trustee under an Indenture may resign or be removed with        
respect to one or more series of debt securities, and a successor Trustee may   
be appointed to act with respect to such series. In the event that two or more  
persons are acting as Trustee with respect to different series of debt          
securities, each such Trustee shall be a trustee of a trust under the           
applicable Indenture separate and apart from                                    

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the trust administered by any other Trustee, and, except as otherwise           
indicated herein, any action described herein to be taken by each Trustee may   
be taken by each such Trustee with respect to, and only with respect to, the    
one or more series of debt securities for which it is Trustee under the         
applicable Indenture.                                                           

The prospectus supplement relating to any series of debt securities being 
offered will contain the specific terms thereof, including, without             
limitation:                                                                     

(1)  The title of such debt securities and whether such debt securities are     
Senior Securities or Subordinated Securities;                         

(2)  The aggregate principal amount of such debt securities and any limit on    
such aggregate principal amount;                                      

(3)  The percentage of the principal amount at which such debt securities will  
   be issued and, if other than the principal amount thereof, the portion of
  the principal amount thereof payable upon declaration of acceleration of
the maturity thereof;                                                 

(4)  If convertible in whole or in part into shares or preferred shares, the    
    terms on which such debt securities are convertible, including the initial
    conversion price or rate (or method for determining the same), the portion
that is convertible and the conversion period, and any applicable     
    limitations on the ownership or transferability of the shares or preferred
shares receivable on conversion;                                      

(5)  The date or dates, or the method for determining such date or dates, on    
which the principal of such debt securities will be payable;          

(6)  The rate or rates (which may be fixed or variable), or the method by which 
    such rate or rates shall be determined, at which such debt securities will
bear interest, if any;                                                

(7)  The date or dates, or the method for determining such date or dates, from  
   which any such interest will accrue, the dates on which any such interest
    will be payable, the regular record dates for such interest payment dates,
    or the method by which such dates shall be determined, the persons to whom
    such interest shall be payable, and the basis upon which interest shall be
  calculated if other than that of a 360-day year of twelve 30-day months;

(8)  The place or places where the principal of (and premium, if any) and       
    interest, if any, on such debt securities will be payable, where such debt
     securities may be surrendered for conversion or registration of transfer or
     exchange and where notices or demands to or upon us in respect of such debt
securities and the applicable Indenture may be served;                

(9)  The period or periods within which, the price or prices at which and the   
     other terms and conditions upon which such debt securities may be redeemed,
in whole or in part, at our option, if we are to have such an option; 

(10) Our obligation, if any, to redeem, repay or purchase such debt securities  
   pursuant to any sinking fund or analogous provision or at the option of a
holder thereof, and the period or periods within which or the date and
dates on which, the price or prices at which and the other terms and  
conditions upon which such debt securities will be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation;          

(11) If other than U.S. dollars, the currency or currencies in which such debt  
    securities are denominated and payable, which may be a foreign currency or
units of two or more foreign currencies or a composite currency or    
currencies, and the terms and conditions relating thereto;            

(12) Whether the amount of payments of principal of (and premium, if any) or    
    interest, if any, on such debt securities may be determined with reference
   to an index, formula or other method (which index, formula or method may,
  but need not be, based on a currency, currencies, currency unit or units
   or composite currency or currencies) and the manner in which such amounts
shall be determined;                                                  

(13) Any additions to, modifications of or deletions from the terms of such     
  debt securities with respect to Events of Default or covenants set forth
in the applicable Indenture;                                          

(14) Whether such debt securities will be issued in certificate or book-entry   
form;                                                                 

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(15) Whether such debt securities will be in registered or bearer form and, if  
    in registered form, the denominations thereof if other than $1,000 and any
integral multiple thereof and, if in bearer form, the denominations   
thereof and terms and conditions relating thereto;                    

(16) The applicability, if any, of the defeasance and covenant defeasance       
provisions of Article Fourteen of the applicable Indenture;           

(17) Whether and under what circumstances we will pay any additional amounts on 
such debt securities in respect of any tax, assessment or governmental
charge and, if so, whether we will have the option to redeem such debt
securities in lieu of making such payment; and                        

(18) Any other terms of such debt securities not inconsistent with the          
provisions of the applicable Indenture (Section 301).                 

The debt securities may provide for less than the entire principal amount 
thereof to be payable upon declaration of acceleration of the maturity thereof  
or bear interest at a rate which at the time of issuance is below market rates  
("Original Issue Discount Securities"). All material federal income tax,        
accounting and other considerations applicable to Original Issue Discount       
Securities will be described in the applicable prospectus supplement.           

  Except as set forth in the applicable Indenture or in one or more indentures
supplemental thereto, the applicable Indenture will not contain any provisions  
that would limit our ability to incur indebtedness or that would afford         
holders of debt securities protection in the event of a highly leveraged or     
similar transaction involving us or in the event of a change of control.        
However, restrictions on ownership and transfers of our shares and preferred    
shares are designed to preserve our status as a REIT and, therefore, may act    
to prevent or hinder a change of control. See "Description of Preferred Shares  
of Beneficial Interest -- Restrictions on Ownership" and "Description of        
Shares of Beneficial Interest -- Restrictions on Transfer." We refer you to     
the applicable prospectus supplement for information with respect to any        
deletions from, modifications of or additions to the Events of Default or our   
covenants that are described below, including any addition of a covenant or     
other provision providing event risk or similar protection.                     

Denominations, Interest, Registration and Transfer                              

  Unless otherwise described in the applicable prospectus supplement, the debt
securities of any series will be issuable in denominations of $1,000 and        
integral multiples thereof (Section 302).                                       

Unless otherwise specified in the applicable prospectus supplement, the   
principal of (and applicable premium, if any) and interest on any series of     
debt securities will be payable at the corporate trust office of the Trustee,   
the address of which will be stated in the applicable prospectus supplement;    
provided that, at our option, payment of interest may be made by check mailed   
to the address of the person entitled thereto as it appears in the applicable   
register for such debt securities or by wire transfer of funds to such person   
at an account maintained within the United States (Sections 301, 305, 306, 307  
and 1002).                                                                      

Any interest not punctually paid or duly provided for on any Interest     
Payment Date with respect to a debt security ("Defaulted Interest") will        
forthwith cease to be payable to the holder on the applicable regular record    
date and may either be paid to the person in whose name such debt security is   
registered at the close of business on a special record date (the "Special      
Record Date") for the payment of such Defaulted Interest to be fixed by us,     
notice whereof shall be given to the holder of such debt security not less      
than ten days prior to such Special Record Date, or may be paid at any time in  
any other lawful manner, all as more completely described in the Indenture      
(Section 307).                                                                  

 Subject to certain limitations imposed upon debt securities issued in book-
entry form, the debt securities of any series will be exchangeable for other    
debt securities of the same series and of a like aggregate principal amount     
and tenor of different authorized denominations upon surrender of such debt     
securities at the corporate trust office of the applicable Trustee referred to  
above. In addition, subject to certain limitations imposed upon debt            
securities issued in book-entry form, the debt securities of any series may be  
surrendered for conversion or registration of transfer or exchange thereof at   
the corporate trust office of the applicable Trustee. Every debt security       
surrendered for conversion, registration of transfer or exchange must be duly   
endorsed or accompanied                                                         

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by a written instrument of transfer. No service charge will be made for any     
registration of transfer or exchange of any debt securities, but we may         
require payment of a sum sufficient to cover any tax or other governmental      
charge payable in connection therewith. If the applicable prospectus            
supplement refers to any transfer agent (in addition to the applicable          
Trustee) initially designated by us with respect to any series of debt          
securities, we may at any time rescind the designation of any such transfer     
agent or approve a change in the location through which any such transfer       
agent acts, except that we will be required to maintain a transfer agent in     
each place of payment for such series. We may at any time designate additional  
transfer agents with respect to any series of debt securities (Section 1002).   

Neither we nor any Trustee shall be required to: (i) issue, register the  
transfer of or exchange debt securities of any series during a period           
beginning at the opening of business 15 days before any selection of debt       
securities of that series to be redeemed and ending at the close of business    
on the day of mailing of the relevant notice of redemption; (ii) register the   
transfer of or exchange any debt security, or portion thereof, called for       
redemption, except the unredeemed portion of any debt security being redeemed   
in part; or (iii) issue, register the transfer of or exchange any debt          
security that has been surrendered for repayment at the option of the holder,   
except the portion, if any, of such debt security not to be so repaid (Section  
305).                                                                           

Merger, Consolidation or Sale                                                   

We will be permitted to consolidate with, or sell, lease or convey all or 
substantially all of our assets to, or merge with or into, any other entity     
provided that (a) either we shall be the continuing entity, or the successor    
entity (if other than us) formed by or resulting from any such consolidation    
or merger or which shall have received the transfer of such assets shall        
expressly assume payment of the principal of (and premium, if any) and          
interest on all of the debt securities and the due and punctual performance     
and observance of all of the covenants and conditions contained in each         
Indenture; (b) immediately after giving effect to such transaction and          
treating any indebtedness that becomes our obligation or that of our            
Subsidiary as a result thereof as having been incurred by us or by our          
Subsidiary at the time of such transaction, no Event of Default under the       
Indentures, and no event which, after notice by the lapse of time, or both,     
would become such an Event of Default, shall have occurred and be continuing;   
and (c) an officer's certificate and legal opinion covering such conditions     
shall be delivered to each company (Sections 801 and 803).                      

Certain Covenants                                                               

 Existence. Except as described above under "Merger, Consolidation or Sale,"
we will be required to do or cause to be done all things necessary to preserve  
and keep in full force and effect our existence, rights (by declaration of      
trust, by-laws and statute) and franchises; provided, however, that we shall    
not be required to preserve any right or franchise if it determines that the    
preservation thereof is no longer desirable in the conduct of our business and  
that the loss thereof is not disadvantageous in any material respect to the     
holders of the debt securities.                                                 

 Maintenance of Properties. We will be required to cause all of our material
properties used or useful in the conduct of our business or the business of     
any Subsidiary to be maintained and kept in good condition, repair and working  
order and supplied with all necessary equipment and will cause to be made all   
necessary repairs, renewals, replacements, betterments and improvements         
thereof, all as in our judgment may be necessary so that the business carried   
on in connection therewith may be properly and advantageously conducted at all  
times (Section 1007).                                                           

Insurance. We will be required to, and will be required to cause each of  
our Subsidiaries to, keep all of our insurable properties insured against loss  
or damage at least equal to their then full insurable value with insurers of    
recognized responsibility and, if described in the applicable prospectus        
supplement, having a specified rating from a recognized insurance rating        
service (Section 1008).                                                         

Payment of Taxes and Other Claims. We will be required to pay or discharge
or cause to be paid or discharged, before the same shall become delinquent,     
(i) all taxes, assessments and governmental charges levied or imposed upon it   
or any Subsidiary or upon the income, profits or property of us or any          
Subsidiary, and (ii) all lawful claims for labor, materials and supplies        
which, if unpaid, might by law become a lien upon the property of us or any     
Subsidiary; provided, however, that we shall not be required to pay or          
discharge or cause to be paid or                                                

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discharged any such tax, assessment, charge or claim whose amount,              
applicability or validity is being contested in good faith by appropriate       
proceedings (Section 1009).                                                     

Provision of Financial Information. Whether or not we are subject to      
Section 13 or 15(d) of the Exchange Act, we will, to the extent permitted       
under the Exchange Act, file with the SEC the annual reports, quarterly         
reports and other documents which we would have been required to file with the  
SEC pursuant to such Sections 13 or 15(d) if we were so subject (the            
"Financial Information"), such documents to be filed with the SEC on or prior   
to the respective dates (the "Required Filing Dates") by which we would have    
been required so to file such documents if we were so subject. We will also in  
any event (x) within 15 days of each Required Filing Date (i) transmit by mail  
to all holders of debt securities, as their names and addresses appear in the   
Security Register, without cost to such holders, copies of the Financial        
Information and (ii) file with the Trustee copies of the Financial              
Information, and (y) if our filing such documents with the SEC is not           
permitted under the Exchange Act, promptly upon written request and payment of  
the reasonable cost of duplication and delivery, supply copies of such          
documents to any prospective holder (Section 1010).                             

Additional Covenants and/or Modifications to the Covenants Described Above      

Any additional covenants of us and/or modifications to the covenants      
described above with respect to any debt securities or series thereof,          
including any covenants relating to limitations on incurrence of indebtedness   
or other financial covenants, will be set forth in the applicable Indenture or  
an indenture supplemental thereto and described in the prospectus supplement    
relating thereto.                                                               

Events of Default, Notice and Waiver                                            

Each Indenture will provide that the following events are "Events of      
Default" with respect to any series of debt securities issued thereunder: (i)   
default for 30 days in the payment of any installment of interest on any debt   
security of such series; (ii) default in the payment of principal of (or        
premium, if any, on) any debt security of such series at its maturity; (iii)    
default in making any sinking fund payment as required for any debt security    
of such series; (iv) default in the performance or breach of any other          
covenant or warranty of us contained in the applicable Indenture (other than a  
covenant added to the Indenture solely for the benefit of a series of debt      
securities issued thereunder other than such series), continued for 60 days     
after written notice as provided in the applicable Indenture; (v) default in    
the payment of an aggregate principal amount exceeding $10,000,000 of any       
indebtedness of us or any mortgage, indenture or other instrument under which   
such indebtedness is issued or by which such indebtedness is secured, such      
default having occurred after the expiration of any applicable grace period     
and having resulted in the acceleration of the maturity of such indebtedness,   
but only if such indebtedness is not discharged or such acceleration is not     
rescinded or annulled; (vi) certain events of bankruptcy, insolvency or         
reorganization, or court appointment of a receiver, liquidator or trustee of    
us or any Significant Subsidiary or either of its property; and (vii) any       
other Event of Default provided with respect to a particular series of debt     
securities (Section 501). The term "Significant Subsidiary" means each of our   
significant subsidiaries (as defined in Regulation S-X promulgated under the    
Securities Act).                                                                

If an Event of Default under any Indenture with respect to debt securities
of any series at the time outstanding occurs and is continuing, then in every   
such case the applicable Trustee or the holders of not less than 25% of the     
principal amount of the Outstanding debt securities of that series will have    
the right to declare the principal amount (or, if the debt securities of that   
series are Original Issue Discount Securities or indexed securities, such       
portion of the principal amount as may be specified in the terms thereof) of    
all the debt securities of that series to be due and payable immediately by     
written notice thereof to us (and to the applicable Trustee if given by the     
holders). However, at any time after such a declaration of acceleration with    
respect to debt securities of such series (or of all debt securities then       
Outstanding under any Indenture, as the case may be) has been made, but before  
a judgment or decree for payment of the money due has been obtained by the      
applicable Trustee, the holders of not less than a majority in principal        
amount of Outstanding debt securities of such series (or of all debt            
securities then Outstanding under the applicable Indenture, as the case may     
be) may rescind and annul such declaration and its consequences if (a) we       
shall have deposited with the applicable Trustee all required payments of the   
principal of (and premium, if any) and interest on the debt securities of such  
series (or of all debt securities then Outstanding under the applicable         
Indenture, as the case may be), plus certain fees, expenses, disbursements and  
advances of the applicable Trustee and (b) all events of default, other than    
the non-payment of accelerated                                                  

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principal (or specified portion thereof), with respect to debt securities of    
such series (or of all debt securities then Outstanding under the applicable    
Indenture, as the case may be) have been cured or waived as provided in such    
Indenture (Section 502 ). Each Indenture also will provide that the holders of  
not less than a majority in principal amount of the Outstanding debt            
securities of any series (or of all debt securities then Outstanding under the  
applicable Indenture, as the case may be) may waive any past default with       
respect to such series and its consequences, except a default (x) in the        
payment of the principal of (or premium, if any) or interest on any debt        
security of such series or (y) in respect of a covenant or provision contained  
in the applicable Indenture that cannot be modified or amended without the      
consent of the holder of each Outstanding debt security affected thereby        
(Section 513).                                                                  

Each Trustee will be required to give notice to the holders of debt       
securities within 90 days of a default under the applicable Indenture unless    
such default shall have been cured or waived; provided, however, that such      
Trustee may withhold notice to the holders of any series of debt securities of  
any default with respect to such series (except a default in the payment of     
the principal of (or premium, if any) or interest on any debt security of such  
series or in the payment of any sinking fund installment in respect of any      
debt security of such series) if specified responsible officers of such         
Trustee consider such withholding to be in the interest of such holders         
(Section 601).                                                                  

  Each Indenture will provide that no holders of debt securities of any series
may institute any proceedings, judicial or otherwise, with respect to such      
Indenture or for any remedy thereunder, except in the cases of failure of the   
applicable Trustee, for 60 days, to act after it has received a written         
request to institute proceedings in respect of an Event of Default from the     
holders of not less than 25% in principal amount of the Outstanding debt        
securities of such series, as well as an offer of indemnity reasonably          
satisfactory to it (Section 507). This provision will not prevent, however,     
any holder of debt securities from instituting suit for the enforcement of      
payment of the principal of (and premium, if any) and interest on such debt     
securities at the respective due dates thereof (Section 508).                   

Subject to provisions in each Indenture relating to its duties in case of 
default, no Trustee will be under any obligation to exercise any of its rights  
or powers under an Indenture at the request or direction of any holders of any  
series of debt securities then Outstanding under such Indenture, unless such    
holders shall have offered to the Trustee thereunder reasonable security or     
indemnity (Section 602). The holders of not less than a majority in principal   
amount of the Outstanding debt securities of any series (or of all debt         
securities then Outstanding under an Indenture, as the case may be) shall have  
the right to direct the time, method and place of conducting any proceeding     
for any remedy available to the applicable Trustee, or of exercising any trust  
or power conferred upon such Trustee. However, a Trustee may refuse to follow   
any direction which is in conflict with any law or the applicable Indenture,    
which may involve such Trustee in personal liability or which may be unduly     
prejudicial to the holders of debt securities of such series not joining        
therein (Section 512).                                                          

 Within 120 days after the close of each fiscal year, we will be required to
deliver to each Trustee a certificate, signed by one of several specified       
officers, stating whether or not such officer has knowledge of any default      
under the applicable Indenture and, if so, specifying each such default and     
the nature and status thereof (Section 1011).                                   

Modification of the Indentures                                                  

Modifications and amendments of an Indenture will be permitted to be made 
only with the consent of the holders of not less than a majority in principal   
amount of all Outstanding debt securities issued under such Indenture which     
are affected by such modification or amendment; provided, however, that no      
such modification or amendment may, without the consent of the holder of each   
such debt security affected thereby, (a) change the stated maturity of the      
principal of, or any installment of interest (or premium, if any) on, any such  
debt security; (b) reduce the principal amount of, or the rate or amount of     
interest on, or any premium payable on redemption of, any such debt security,   
or reduce the amount of principal of an Original Issue Discount Security that   
would be due and payable upon declaration of acceleration of the maturity       
thereof or would be provable in bankruptcy, or adversely affect any right of    
repayment of the holder of any such debt security; (c) change the place of      
payment, or the coin or currency, for payment of principal or premium, if any,  
or interest on any such debt security; (d) impair the right to institute suit   
for the enforcement of any payment on or with respect to any such debt          
security;                                                                       

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(e) reduce the above-stated percentage of Outstanding debt securities of any    
series necessary to modify or amend the applicable Indenture, to waive          
compliance with certain provisions thereof or certain defaults and              
consequences thereunder or to reduce the quorum or voting requirements set      
forth in the applicable Indenture; or (f) modify any of the foregoing           
provisions or any of the provisions relating to the waiver of certain past      
defaults or certain covenants, except to increase the required percentage to    
effect such action or to provide that certain other provisions may not be       
modified or waived without the consent of the holder of such debt security      
(Section 902).                                                                  

The holders of not less than a majority in principal amount of Outstanding
debt securities of each series affected thereby will have the right to waive    
our compliance with certain covenants in such Indenture (Section 1013).         

  Modifications and amendments of an Indenture will be permitted to be made by
us and the respective Trustee thereunder without the consent of any holder of   
debt securities for any of the following purposes: (i) to evidence the          
succession of another person to us as obligor under such Indenture; (ii) to     
add to the covenants of us for the benefit of the holders of all or any series  
of debt securities or to surrender any right or power conferred upon us in the  
Indenture; (iii) to add Events of Default for the benefit of the holders of     
all or any series of debt securities; (iv) to add or change any provisions of   
an Indenture to facilitate the issuance of, or to liberalize certain terms of,  
debt securities in bearer form, or to permit or facilitate the issuance of      
debt securities in uncertificated form, provided that such action shall not     
adversely affect the interests of the holders of the debt securities of any     
series in any material respect; (v) to change or eliminate any provisions of    
an Indenture, provided that any such change or elimination shall become         
effective only when there are no debt securities Outstanding of any series      
created prior thereto which are entitled to the benefit of such provision;      
(vi) to secure the debt securities; (vii) to establish the form or terms of     
debt securities of any series, including the provisions and procedures, if      
applicable, for the conversion of such debt securities into shares or           
preferred shares; (viii) to provide for the acceptance of appointment by a      
successor Trustee or facilitate the administration of the trusts under an       
Indenture by more than one Trustee; (ix) to cure any ambiguity, defect or       
inconsistency in an Indenture, provided that such action shall not adversely    
affect the interests of holders of debt securities of any series issued under   
such Indenture in any material respect; or (x) to supplement any of the         
provisions of an Indenture to the extent necessary to permit or facilitate      
defeasance and discharge of any series of such debt securities, provided that   
such action shall not adversely affect the interests of the holders of the      
debt securities of any series in any material respect (Section 901).            

Each Indenture will provide that in determining whether the holders of the
requisite principal amount of Outstanding debt securities of a series have      
given any request, demand, authorization, direction, notice, consent or waiver  
thereunder or whether a quorum is present at a meeting of holders of debt       
securities, (i) the principal amount of an Original Issue Discount Security     
that shall be deemed to be Outstanding shall be the amount of the principal     
thereof that would be due and payable as of the date of such determination      
upon declaration of acceleration of the maturity thereof, (ii) the principal    
amount of any debt security denominated in a foreign currency that shall be     
deemed Outstanding shall be the U.S. dollar equivalent, determined on the       
issue date for such debt security, of the principal amount (or, in the case of  
Original Issue Discount Security, the U.S. dollar equivalent on the issue date  
of such debt security of the amount determined as provided in (i) above),       
(iii) the principal amount of an indexed security that shall be deemed          
Outstanding shall be the principal face amount of such indexed security at      
original issuance, unless otherwise provided with respect to such indexed       
security pursuant to the applicable Indenture, and (iv) debt securities owned   
by us or any other obligor upon the debt securities or any of our affiliates    
or of such other obligor shall be disregarded.                                  

  Each Indenture will contain provisions for convening meetings of the holders
of debt securities of a series (Section 1501). A meeting will be permitted to   
be called at any time by the applicable Trustee, and also, upon request, by us  
or the holders of at least 10% in principal amount of the Outstanding debt      
securities of such series, in any such case upon notice given as provided in    
the Indenture. Except for any consent that must be given by the holder of each  
debt security affected by certain modifications and amendments of an            
Indenture, any resolution presented at a meeting or adjourned meeting duly      
reconvened at which a quorum is present may be adopted by the affirmative vote  
of the holders of a majority in principal amount of the Outstanding debt        
securities of that series; provided, however, that, except as referred to       
above, any resolution with respect to any request, demand, authorization,       
direction, notice, consent, waiver or other action that may be made, given or   
taken by the holders                                                            

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of a specified percentage, which is less than a majority, in principal amount   
of the Outstanding debt securities of a series may be adopted at a meeting or   
adjourned meeting or adjourned meeting duly reconvened at which a quorum is     
present by the affirmative vote of the holders of such specified percentage in  
principal amount of the Outstanding debt securities of that series. Any         
resolution passed or decision taken at any meeting of holders of debt           
securities of any series duly held in accordance with an Indenture will be      
binding on all holders of debt securities of that series. The quorum at any     
meeting called to adopt a resolution, and at any reconvened meeting, will be    
persons holding or representing a majority in principal amount of the           
Outstanding debt securities of a series; provided, however, that if any action  
is to be taken at such meeting with respect to a consent or waiver which may    
be given by the holders of not less than a specified percentage in principal    
amount of the Outstanding debt securities of a series, the persons holding or   
representing such specified percentage in principal amount of the Outstanding   
debt securities of such series will constitute a quorum.                        

Notwithstanding the foregoing provisions, each Indenture will provide that
if any action is to be taken at a meeting of holders of debt securities of any  
series with respect to any request, demand, authorization, direction, notice,   
consent, waiver and other action that such Indenture expressly provides may be  
made, given or taken by the holders of a specified percentage in principal      
amount of all Outstanding debt securities affected thereby, or the holders of   
such series and one or more additional series: (i) there shall be no minimum    
quorum requirement for such meeting, and (ii) the principal amount of the       
Outstanding debt securities of such series that vote in favor of such request,  
demand, authorization, direction, notice, consent, waiver or other action       
shall be taken into account in determining whether such request, demand,        
authorization, direction, notice, consent, waiver or other action has been      
made, given or taken under such Indenture.                                      

Subordination                                                                   

Upon any distribution to our creditors in a liquidation, dissolution or   
reorganization, the payment of the principal of and interest on any             
Subordinated Securities will be subordinated to the extent provided in the      
applicable Indenture in right of payment to the prior payment in full of all    
Senior Debt (Sections 1601 and 1602 of the Subordinated Indenture), but our     
obligation to make payment of the principal and interest on such Subordinated   
Securities will not otherwise be affected (Section 1608 of the Subordinated     
Indenture). No payment of principal or interest will be permitted to be made    
on Subordinated Securities at any time if a default on Senior Debt exists that  
permits the holders of such Senior Debt to accelerate its maturity and the      
default is the subject of judicial proceedings or we receive notice of the      
default (Section 1602 of the Subordinated Indenture). After all Senior Debt is  
paid in full and until the Subordinated Securities are paid in full, holders    
will be subrogated to the right of holders of Senior Debt to the extent that    
distributions otherwise payable to holders have been applied to the payment of  
Senior Debt (Section 1607 of the Subordinated Indenture). By reason of such     
subordination, in the event of a distribution of assets upon insolvency,        
certain of our general creditors may recover more, ratably, than holders of     
Subordinated Securities.                                                        

Senior Debt will be defined in the Subordinated Indenture as the principal
of and interest on, or substantially similar payments to be made by us in       
respect of, the following, whether outstanding at the date of execution of the  
applicable Indenture or thereafter incurred, created or assumed: (i) our        
indebtedness for money borrowed or represented by purchase-money obligations,   
(ii) our indebtedness evidenced by notes, debentures, or bonds or other         
securities issued under the provisions of an indenture, fiscal agency           
agreement or other agreement, (iii) our obligations as lessee under leases of   
property either made as part of any sale and leaseback transaction to which we  
are a party or otherwise, (iv) our indebtedness of partnerships and joint       
ventures which is included in our consolidated financial statements, (v) our    
indebtedness, obligations and liabilities of others in respect of which we are  
liable contingently or otherwise to pay or advance money or property or as      
guarantor, endorser or otherwise or which we have agreed to purchase or         
otherwise acquire, and (vi) any binding commitment of us to fund any real       
estate investment or to fund any investment in any entity making such real      
estate investment, in each case other than (1) any such indebtedness,           
obligation or liability referred to in clauses (i) through (vi) above as to     
which, in the instrument creating or evidencing the same pursuant to which the  
same is outstanding, it is provided that such indebtedness, obligation or       
liability is not superior in right of payment to the Subordinated Securities    
or ranks pari passu with the Subordinated Securities, (2) any such              
indebtedness, obligation or liability which is subordinated to our              
indebtedness to substantially the same extent as or to a greater extent than    
the Subordinated Securities are subordinated, and (3) the Subordinated          
Securities. There will not be any restrictions in an Indenture relating to      
Subordinated Securities upon the Creation of additional Senior Debt.            

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If this prospectus is being delivered in connection with a series of      
Subordinated Securities, the accompanying prospectus supplement or the          
information incorporated herein by reference will contain the approximate       
amount of Senior Debt outstanding as of the end of our most recent fiscal       
quarter.                                                                        

Discharge, Defeasance and Covenant Defeasance                                   

We may be permitted under the applicable Indenture to discharge certain   
obligations to holders of any series of debt securities issued thereunder that  
have not already been delivered to the applicable Trustee for cancellation and  
that either have become due and payable or will become due and payable within   
one year (or scheduled for redemption within one year) by irrevocably           
depositing with the applicable Trustee, in trust, funds in such currency or     
currencies, currency unit or units or composite currency or currencies in       
which such debt securities are payable in an amount sufficient to pay the       
entire indebtedness on such debt securities in respect of principal (and        
premium, if any) and interest to the date of such deposit (if such debt         
securities have become due and payable) or to the stated maturity or            
redemption date, as the case may be.                                            

 Each Indenture will provide that, if the provisions of Article Fourteen are
made applicable to the debt securities of or within any series pursuant to      
Section 301 of such Indenture, we may elect either (a) to defease and be        
discharged from any and all obligations with respect to such debt securities    
(except for the obligation to pay additional amounts, if any, upon the          
occurrence of certain events of tax, assessment or governmental charge with     
respect to payments on such debt securities, and the obligations to register    
the transfer or exchange of such debt securities, to replace temporary or       
mutilated, destroyed, lost or stolen debt securities, to maintain an office or  
agency in respect of such debt securities and to hold moneys for payment in     
trust) ("defeasance") (Section 1402) or (b) to be released from its             
obligations with respect to such debt securities under certain specified        
sections of Article Ten of such Indenture as specified in the applicable        
prospectus supplement and any omission to comply with such obligations shall    
not constitute an Event of Default with respect to such debt securities         
("covenant defeasance") (Section 1403), in either case upon our irrevocable     
deposit with the applicable Trustee, in trust, of an amount, in such currency   
or currencies, currency unit or units or composite currency or currencies in    
which such debt securities are payable at stated maturity, or Government        
Obligations (as defined below), or both, applicable to such debt securities     
which through the scheduled payment of principal and interest in accordance     
with their terms will provide money in an amount sufficient without             
reinvestment to pay the principal of (and premium, if any) and interest on      
such debt securities, and any mandatory sinking fund or analogous payments      
thereon, on the scheduled due dates therefor.                                   

Such a trust will only be permitted to be established if, among other     
things, we have delivered to the applicable Trustee an opinion of counsel (as   
specified in the applicable Indenture) to the effect that the holders of such   
debt securities will not recognize income, gain or loss for federal income tax  
purposes as a result of such defeasance or covenant defeasance and will be      
subject to federal income tax on the same amounts, in the same manner and at    
the same times as would have been the case if such defeasance or covenant       
defeasance had not occurred, and such opinion of counsel, in the case of        
defeasance, will be required to refer to and be based upon a ruling of the      
Internal Revenue Service or a change in applicable U.S. federal income tax law  
occurring after the date of the Indenture (Section 1404).                       

"Government Obligations" means securities which are (i) direct obligations
of the United States of America or the government which issued the foreign      
currency in which the debt securities of a particular series are payable, for   
the payment of which its full faith and credit is pledged or (ii) obligations   
of a person controlled or supervised by and acting as an agency or              
instrumentality of the United States of America or such government which        
issued the foreign currency in which the debt securities of such series are     
payable, the timely payment of which is unconditionally guaranteed as a full    
faith and credit obligation of the United States of America or such             
government, which, in either case, are not callable or redeemable at the        
option of the issuer thereof, and shall also include a depository receipt       
issued by a bank or trust company as custodian with respect to any such         
Government Obligation or a specific payment of interest on or principal of any  
such Government Obligation held by such custodian for the account of the        
holder of a depository receipt, provided that (except as required by law) such  
custodian is not authorized to make any deduction from the amount payable to    
the holder of such depository receipt from any amount received by the           
custodian in respect of the Government Obligation or the specific payment of    
interest on or principal of the Government Obligation evidenced by such         
depository receipt (Section 101 of each Indenture).                             

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 Unless otherwise provided in the applicable prospectus supplement, if after
we have deposited funds and/or Government Obligations to effect defeasance or   
covenant defeasance with respect to debt securities of any series, (a) the      
holder of a debt security of such series is entitled to, and does, elect        
pursuant to the applicable Indenture or the terms of such debt security to      
receive payment in a currency, currency unit or composite currency other than   
that in which such deposit has been made in respect of such debt security, or   
(b) a Conversion Event (as defined below) occurs in respect of the currency,    
currency unit or composite currency in which such deposit has been made, the    
indebtedness represented by such debt security will be deemed to have been,     
and will be, fully discharged and satisfied through the payment of the          
principal of (and premium, if any) and interest on such debt security as they   
become due out of the proceeds yielded by converting the amount so deposited    
in respect of such debt security into the currency, currency unit or composite  
currency in which such debt security becomes payable as a result of such        
election or such cessation of usage based on the applicable market exchange     
rate. "Conversion Event" means the cessation of use of (i) a currency,          
currency unit or composite currency both by the government of the country       
which issued such currency and for the settlement of transactions by a central  
bank or other public institutions of or within the international banking        
community, (ii) the ECU both within the European Monetary System and for the    
settlement of transactions by public institutions of or within the European     
Communities or (iii) any currency unit or composite currency other than the     
ECU for the purposes for which it was established. Unless otherwise provided    
in the applicable prospectus supplement, all payments of principal of (and      
premium, if any) and interest on any debt security that is payable in a         
foreign currency that ceases to be used by its government of issuance shall be  
made in U.S. dollars.                                                           

If we effect covenant defeasance with respect to any debt securities and  
such debt securities are declared due and payable because of the occurrence of  
any Event of Default other than the Event of Default described in clause (iv)   
under "Events of Default, Notice and Waiver" with respect to certain specified  
sections of Article Ten of each Indenture (which sections would no longer be    
applicable to such debt securities as a result of such covenant defeasance) or  
described in clause (vii) under "Events of Default, Notice and Waiver" with     
respect to any other covenant as to which there has been covenant defeasance,   
the amount in such currency, currency unit or composite currency in which such  
debt securities are payable, and Government Obligations on deposit with the     
applicable Trustee, will be sufficient to pay amounts due on such debt          
securities at the time of their stated maturity but may not be sufficient to    
pay amounts due on such debt securities at the time of the acceleration         
resulting from such Default. However, we would remain liable to make payment    
of such amounts due at the time of acceleration.                                

  The applicable prospectus supplement may further describe the provisions, if
any, permitting such defeasance or covenant defeasance, including any           
modifications to the provisions described above, with respect to the debt       
securities of or within a particular series.                                    

Conversion Rights                                                               

The terms and conditions, if any, upon which the debt securities are      
convertible into shares or preferred shares will be set forth in the            
applicable prospectus supplement relating thereto. Such terms will include      
whether such debt securities are convertible into shares or preferred shares,   
the conversion price (or manner of calculation thereof), the conversion         
period, provisions as to whether conversion will be at the option of the        
holders or us, the events requiring an adjustment of the conversion price and   
provisions affecting conversion in the event of the redemption of such debt     
securities and any restrictions on conversion, including restrictions directed  
at maintaining our REIT status and the listing of the shares on the New York    
Stock Exchange.                                                                 

Redemption of Securities                                                        

 The Indenture provides that the debt securities may be redeemed at any time
at the option of us, in whole or in part, at the Redemption Price, except as    
may otherwise be provided in connection with any debt securities or series      
thereof.                                                                        

 From and after notice has been given as provided in the Indenture, if funds
for the redemption of any debt securities called for redemption shall have      
been made available on such redemption date, such debt securities will cease    
to bear interest on the date fixed for such redemption specified in such        
notice, and the only right of the holders of the debt securities will be to     
receive payment of the Redemption Price.                                        

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Notice of any optional redemption of any debt securities will be given to 
holders at their addresses, as shown in the Security Register, not more than    
60 nor less than 30 days prior to the date fixed for redemption. The notice of  
redemption will specify, among other items, the Redemption Price and the        
principal amount of the debt securities held by such holder to be redeemed.     

If we elect to redeem debt securities, it will notify the Trustee at least
45 days prior to the redemption date (or such shorter period as satisfactory    
to the Trustee) of the aggregate principal amount of debt securities to be      
redeemed and the redemption date. If less than all the debt securities are to   
be redeemed, the Trustee shall select the debt securities to be redeemed pro    
rata, by lot or in such manner as it shall deem fair and appropriate.           

Global Securities                                                               

The debt securities of a series may be issued in whole or in part in the  
form of one or more global securities (the "Global Securities") that will be    
deposited with, or on behalf of, a depository identified in the applicable      
prospectus supplement relating to such series. Global Securities may be issued  
in either registered or bearer form and in either temporary or permanent form.  
The specific terms of the depository arrangement with respect to a series of    
debt securities will be described in the applicable prospectus supplement       
relating to such series. The laws of some jurisdictions require that certain    
purchasers of securities take physical delivery of such securities in           
definitive form. Such laws may impair the ability to transfer beneficial        
interests in debt securities represented by Global Securities.                  

DESCRIPTION OF PREFERRED SHARES OF BENEFICIAL INTEREST

Our Trust Agreement authorizes our Board of Trustees from time to time to 
establish and issue, in one or more classes or series, up to 25,000,000         
preferred shares (the "preferred shares"). The Trustees are authorized to       
classify or reclassify any unissued preferred shares by setting or changing     
the number, designation, preference, conversion or other rights, voting         
powers, restrictions, limitations as to dividends, qualifications and terms or  
conditions of redemption of such series.                                        

  The following description of the preferred shares sets forth certain general
terms and provisions of the preferred shares to which any prospectus            
supplement may relate. The statements below describing the preferred shares     
are in all respects subject to and qualified in their entirety by reference to  
the applicable provisions of our Trust Agreement.                               

The Board of Trustees                                                           

The Board of Trustees is empowered by the Trust Agreement to designate and
issue from time to time one or more series of preferred shares without          
shareholder approval. The Board of Trustees may determine the relative rights,  
preferences and privileges of each series of preferred shares so issued.        
Because the Board of Trustees has the power to establish the preferences and    
rights of each series of preferred shares, it may afford the holders of any     
series of preferred shares preferences, powers and rights, voting or            
otherwise, senior to the rights of holders of shares. The preferred shares      
will, when issued, be fully paid and nonassessable.                             

The prospectus supplement relating to any preferred shares offered thereby
will contain specific terms, including:                                         

(1) The title and stated value of such preferred shares;                        

(2) The number of such preferred shares offered, the liquidation preference     
per share and the offering price of such preferred shares;              

(3) The dividend rate(s), period(s) and/or payment date(s) or method(s)of       
calculation thereof applicable to such preferred shares;                

(4) The date from which dividends on such preferred shares shall accumulate,    
if applicable;                                                          

(5) The procedures for any auction and remarketing, if any, for such preferred  
shares;                                                                 

(6) The provision for a sinking fund, if any, for such preferred shares;        

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(7)  The provision for redemption, if applicable, of such preferred shares;     

(8)  Any listing of such preferred shares on any securities exchange;           

(9)  The terms and conditions, if applicable, upon which such preferred shares  
    will be convertible into shares, including the conversion price (or manner
of calculation thereof);                                              

(10) Any other specific terms, preferences, rights, limitations or restrictions 
of such preferred shares;                                             

(11) A discussion of federal income tax considerations applicable to such       
preferred shares;                                                     

(12) The relative ranking and preferences of such preferred shares as to        
    dividend rights and rights upon our liquidation, dissolution or winding up
of our affairs;                                                       

(13) Any limitations on issuance of any series of preferred shares ranking      
senior to or on a parity with such series of preferred shares as to   
    dividend rights and rights upon our liquidation, dissolution or winding up
of our affairs; and                                                   

(14) Any limitations on direct or beneficial ownership and restrictions on      
  transfer, in each case as may be appropriate to preserve our status as a
REIT.                                                                 

Rank                                                                            

Unless otherwise specified in the prospectus supplement, the preferred    
shares will, with respect to dividend rights and rights upon our liquidation,   
dissolution or winding up, rank (i) senior to all classes or series of our      
shares, and to all equity securities ranking junior to such preferred shares;   
(ii) on a parity with all equity securities we issue with terms that            
specifically provide that such equity securities rank on a parity with the      
preferred shares; and (iii) junior to all equity securities we issue with       
terms that specifically provide that such equity securities rank senior to the  
preferred shares. The term "equity securities" does not include convertible     
debt securities.                                                                

Dividends                                                                       

 Holders of the preferred shares of each series will be entitled to receive,
when, as and if declared by our Board of Trustees, out of our assets legally    
available for payment, cash dividends at such rates and on such dates as will   
be set forth in the applicable prospectus supplement. Each such dividend shall  
be payable to holders of record as they appear on our share transfer books on   
such record dates as shall be fixed by the Board of Trustees.                   

Dividends on any series of preferred shares may be cumulative or non-     
cumulative, as provided in the applicable prospectus supplement. Dividends, if  
cumulative, will be cumulative from and after the date set forth in the         
applicable prospectus supplement. If the Board of Trustees fails to declare a   
dividend payable on a dividend payment date on any series of the preferred      
shares for which dividends are non-cumulative, then the holders of such series  
of the preferred shares will have no right to receive a dividend in respect of  
the dividend period ending on such dividend payment date, and we will have no   
obligation to pay the dividend accrued for such period, whether or not          
dividends on such series are declared payable on any future dividend payment    
date.                                                                           

If any preferred shares of any series are outstanding, no full dividends  
shall be declared or paid or set apart for payment on any of our capital        
shares of any other series ranking, as to dividends, on a parity with or        
junior to the preferred shares of such series for any period unless (i) if      
such series of preferred shares has a cumulative dividend, full cumulative      
dividends have been or contemporaneously are declared and paid or declared and  
a sum sufficient for the payment thereof set apart for such payment on the      
preferred shares of such series for all past dividend periods and the then      
current dividend period or (ii) if such series of preferred shares does not     
have a cumulative dividend, full dividends for the then current dividend        
period have been or contemporaneously are declared and paid or declared and a   
sum sufficient for the payment thereof set apart for such payment on the        
preferred shares of such series. When dividends are not paid in full (or a sum  
sufficient for such full payment is not so set apart) upon preferred shares of  
any series and the shares of any other series of preferred shares ranking on a  
parity as to dividends with the preferred shares of such series, all dividends  
declared upon preferred shares of such series and any other series of           
preferred shares ranking on a parity as to dividends with such preferred        
shares shall be declared pro rata so that the amount of dividends declared per  
share of preferred shares of such series and such other series of preferred     
shares shall in all cases bear to each other the same ratio that accrued        
dividends per                                                                   

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share on the preferred shares of such series (which shall not include any       
accumulation in respect of unpaid dividends for prior dividend periods if such  
preferred shares do not have a cumulative dividend) and such other series of    
preferred shares bear to each other. No interest, or sum of money in lieu of    
interest, shall be payable in respect of any dividend payment or payments on    
preferred shares of such series which may be in arrears.                        

Except as provided in the immediately preceding paragraph, unless (i) if  
such series of preferred shares has a cumulative dividend, full cumulative      
dividends on the preferred shares of such series have been or                   
contemporaneously are declared and paid or declared and a sum sufficient for    
the payment thereof set apart for payment for all past dividend periods and     
the then current dividend period, and (ii) if such series of preferred shares   
does not have a cumulative dividend, full dividends on the preferred shares of  
such series have been or contemporaneously are declared and paid or declared    
and a sum sufficient for the payment thereof set apart for payment for the      
then current dividend period, no dividends (other than in shares or other       
capital shares ranking junior to the preferred shares of such series as to      
dividends and upon liquidation) shall be declared or paid or set aside for      
payment or other distribution upon the shares, or any other of our capital      
shares ranking junior to or on a parity with the preferred shares of such       
series as to dividends or upon liquidation, nor shall any shares, or any other  
of our capital shares ranking junior to or on a parity with the preferred       
shares of such series as to dividends or upon liquidation be redeemed,          
purchased or otherwise acquired for any consideration (or any moneys be paid    
to or made available for a sinking fund for the redemption of any such shares)  
by us (except by conversion into or exchange for other capital shares ranking   
junior to the preferred shares of such series as to dividends and upon          
liquidation).                                                                   

Redemption                                                                      

  If so provided in the applicable prospectus supplement, the preferred shares
will be subject to mandatory redemption or redemption at our option, in whole   
or in part, in each case upon the terms, at the times and at the redemption     
prices set forth in such prospectus supplement.                                 

The prospectus supplement relating to a series of preferred shares that is
subject to mandatory redemption will specify the number of such preferred       
shares that shall be redeemed by us in each year commencing after a date to be  
specified, at a redemption price per share to be specified, together with an    
amount equal to all accrued and unpaid dividends thereon (which shall not, if   
such preferred shares do not have a cumulative dividend, include any            
accumulation in respect of unpaid dividends for prior dividend periods) to the  
date of redemption. The redemption price may be payable in cash or other        
property, as specified in the applicable prospectus supplement. If the          
redemption price for preferred shares of any series is payable only from the    
net proceeds of the issuance of our capital shares, the terms of such           
preferred shares may provide that, if no such capital shares shall have been    
issued or to the extent the net proceeds from any issuance are insufficient to  
pay in full the aggregate redemption price then due, such preferred shares      
shall automatically and mandatorily be converted into our applicable capital    
shares pursuant to conversion provisions specified in the applicable            
prospectus supplement.                                                          

  Notwithstanding the foregoing, unless (i) if such series of preferred shares
has a cumulative dividend, full cumulative dividends on all preferred shares    
of any series shall have been or contemporaneously are declared and paid or     
declared and a sum sufficient for the payment thereof set apart for payment     
for all past dividend periods and the current dividend period and (ii) if such  
series of preferred shares does not have a cumulative dividend, full dividends  
of the preferred shares of any series have been or contemporaneously are        
declared and paid or declared and a sum sufficient for the payment thereof set  
apart for payment for the then current dividend period, no preferred shares of  
any series shall be redeemed unless all outstanding preferred shares of such    
series are simultaneously redeemed; provided, however, that the foregoing       
shall not prevent the purchase or acquisition of preferred shares of such       
series to preserve our REIT status or pursuant to a purchase or exchange offer  
made on the same terms to holders of all outstanding preferred shares of such   
series. In addition, unless (i) if such series of preferred shares has a        
cumulative dividend, full cumulative dividends on all outstanding shares of     
any series of preferred shares have been or contemporaneously are declared and  
paid or declared and a sum sufficient for the payment thereof set apart for     
payment for all past dividends periods and the then current dividend period,    
and (ii) if such series of preferred shares does not have a cumulative          
dividend, full dividends on the preferred shares of any series have been or     
contemporaneously are declared and paid or declared and a sum sufficient for    
the payment thereof set apart for payment for the then current dividend         
period, we shall not purchase or otherwise acquire directly or indirectly any   
preferred shares of such series (except by conversion into or exchange for our  

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capital shares ranking junior to the preferred shares of such series as to      
dividends and upon liquidation); provided, however, that the foregoing shall    
not prevent the purchase or acquisition of preferred shares of such series to   
preserve our REIT status pursuant to a purchase or exchange offer made on the   
same terms to holders of all outstanding preferred shares of such series.       

If fewer than all of the outstanding preferred shares of any series are to
be redeemed, the number of shares to be redeemed will be determined by us and   
such shares may be redeemed pro rata from the holders of record of such shares  
in proportion to the number of such shares held or for which redemption is      
requested by such holder (with adjustments to avoid redemption of fractional    
shares) or by lot in a manner determined by us.                                 

Notice of redemption will be mailed at least 30 days but not more than 60 
days before the redemption date to each holder of record of preferred shares    
of any series to be redeemed at the address shown on our share transfer books.  
Each notice shall state: (i) the redemption date; (ii) the number and series    
of preferred shares to be redeemed; (iii) the address where preferred shares    
are to be surrendered for payment of the redemption price; (iv) that dividends  
on the shares to be redeemed will cease to accrue on such redemption date; and  
(v) the date upon which the holder's conversion rights, if any, as to such      
shares shall terminate. If fewer than all of the preferred shares of any        
series are to be redeemed, the notice mailed to each such holder thereof shall  
also specify the number of preferred shares to be redeemed from each such       
holder. If notice of redemption of any preferred shares has been given and if   
the funds necessary for such redemption have been set aside by us in trust for  
the benefit of the holders of any preferred shares so called for redemption,    
then from and after the redemption date dividends will cease to accrue on such  
preferred shares, and all rights of the holders of such shares will terminate,  
except the right to receive the redemption price.                               

Liquidation Preference                                                          

 Upon any voluntary or involuntary liquidation, dissolution or winding up of
our affairs, then, before any distribution or payment shall be made to the      
holders of any shares or any other class or series of our capital shares        
ranking junior to the preferred shares in the distribution of assets upon our   
liquidation, dissolution or winding up, the holders of each series of           
preferred shares shall be entitled to receive out of our assets legally         
available for distribution to shareholders liquidating distributions in the     
amount of the liquidation preference per share (set forth in the applicable     
prospectus supplement), plus an amount equal to all dividends accrued and       
unpaid thereon (which shall not include any accumulation in respect of unpaid   
dividends for prior dividend periods if such preferred shares do not have a     
cumulative dividend). After payment of the full amount of the liquidating       
distributions to which they are entitled, the holders of preferred shares will  
have no right or claim to any of our remaining assets. In the event that, upon  
any such voluntary or involuntary liquidation, dissolution or winding up, our   
available assets are insufficient to pay the amount of the liquidating          
distributions on all outstanding preferred shares and the corresponding         
amounts payable on all shares of other classes or series of our capital shares  
ranking on a parity with the preferred shares in the distribution of assets,    
then the holders of the preferred shares and all other such classes or series   
of capital shares shall share ratably in any such distribution of assets in     
proportion to the full liquidating distributions to which they would otherwise  
be respectively entitled.                                                       

 If liquidating distributions shall have been made in full to all holders of
preferred shares, our remaining assets shall be distributed among the holders   
of any other classes or series of capital shares ranking junior to the          
preferred shares upon liquidation, dissolution or winding up, according to      
their respective rights and preferences and in each case according to their     
respective number of shares. For such purposes, our consolidation or merger     
with or into any other corporation, trust or entity, or the sale, lease or      
conveyance of all or substantially all of our property or business, shall not   
be deemed to constitute our liquidation, dissolution or winding up.             

Voting Rights                                                                   

Holders of preferred shares will not have any voting rights, except as set
forth below or as otherwise from time to time required by law or as indicated   
in the applicable prospectus supplement.                                        

Whenever dividends on any preferred shares shall be in arrears for six or 
more consecutive quarterly periods, the holders of such preferred shares        
(voting separately as a class with all other series of preferred shares upon    
which like voting rights have been conferred and are exercisable) will be       
entitled to vote for the election of two additional Trustees at a special       
meeting called by the holders of record of at least ten percent (10%) of any    

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series of preferred shares so in arrears (unless such request is received less  
than 90 days before the date fixed for the next annual or special meeting of    
the shareholders) or at the next annual meeting of shareholders, and at each    
subsequent annual meeting until (i) if such series of preferred shares has a    
cumulative dividend, all dividends accumulated on such shares of preferred      
shares for the past dividend periods and the then current dividend period       
shall have been fully paid or declared and a sum sufficient for the payment     
thereof set aside for payment or (ii) if such series of preferred shares do     
not have a cumulative dividend, four consecutive quarterly dividends shall      
have been fully paid or declared and a sum sufficient for the payment thereof   
set aside for payment. In such case, the entire Board of Trustees will be       
increased by two Trustees.                                                      

  Unless provided otherwise for any series of preferred shares, so long as any
preferred shares remain outstanding, we will not, without the affirmative vote  
or consent of the holders of at least two-thirds of each series of preferred    
shares outstanding at the time, given in person or by proxy, either in writing  
or at a meeting (such series voting separately as a class), (i) authorize or    
create, or increase the authorized or issued amount of, any class or series of  
capital shares ranking prior to such series of preferred shares with respect    
to the payment of dividends or the distribution of assets upon liquidation,     
dissolution or winding up or reclassify our authorized capital shares into      
such shares, or create, authorize or issue any obligation or security           
convertible into or evidencing the right to purchase any such shares; or (ii)   
amend, alter or repeal the provisions of our Trust Agreement or the             
Designating Amendment for such series of preferred shares, whether by merger,   
consolidation or otherwise (an "Event"), so as to materially and adversely      
affect any right, preference, privilege or voting power of such series of       
preferred shares or the holders thereof, provided, however, with respect to     
the occurrence of any of the Events set forth in (ii) above, so long as the     
preferred shares remain outstanding with the terms thereof materially           
unchanged, taking into account that upon the occurrence of an Event, we may     
not be the surviving entity, the occurrence of any such Event shall not be      
deemed to materially and adversely affect such rights, preferences, privileges  
or voting power of holders of preferred shares and provided further that (x)    
any increase in the amount of the authorized preferred shares or the creation   
or issuance of any other series of preferred shares, or (y) any increase in     
the amount of authorized shares of such series or any other series of           
preferred shares, in each case ranking on a parity with or junior to the        
preferred shares of such series with respect to payment of dividends or the     
distribution of assets upon liquidation, dissolution or winding up, shall not   
be deemed to materially and adversely affect such rights, preferences,          
privileges or voting powers.                                                    

The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall  
be effected, all outstanding preferred shares of such series shall have been    
redeemed or called for redemption and sufficient funds shall have been          
deposited in trust to effect such redemption.                                   

Conversion Rights                                                               

 The terms and conditions, if any, upon which any series of preferred shares
is convertible into shares will be set forth in the applicable prospectus       
supplement relating thereto. Such terms will include the number of shares into  
which the preferred shares are convertible, the conversion price (or manner of  
calculation thereof), the conversion period, provisions as to whether           
conversion will be at the option of the holders of our preferred shares, the    
events requiring an adjustment of the conversion price and provisions           
affecting conversion in the event of the redemption of such series of           
preferred shares and the listing on the New York Stock Exchange of the shares   
into which the preferred shares are convertible.                                

Limited Liability of Shareholders                                               

As discussed below under "Description of Shares of Beneficial Interest -- 
Limited Liability of Shareholders," the Trust Agreement provides that           
shareholders are not liable for assessment by us and that the Trustees have no  
general power to bind them personally. In the opinion of Drinker Biddle &       
Reath LLP, counsel to the Company, under Pennsylvania law no personal           
liability will attach to any shareholder under any undertaking or obligation    
of ours. However, there may be liability in some jurisdictions which may        
decline to recognize a business trust as a valid organization. With respect to  
all types of claims in such jurisdictions, and with respect to tort claims,     
contract claims where the required provision is omitted, and possible tax       
claims in jurisdictions where the business trust is treated as a partnership    
for certain purposes, shareholders may be                                       

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personally liable for such obligations to the extent that we do not satisfy     
such claims. We carry insurance in amounts which the Trustees deem adequate to  
cover foreseeable tort claims.                                                  

Restrictions on Ownership                                                       

As discussed below under "Description of Shares of Beneficial Interest -- 
Restrictions on Transfers," for us to qualify as a REIT under the Code, not     
more than 50% in value of our outstanding shares may be owned, directly or      
indirectly, by five or fewer individuals (as defined in the Code to include     
certain entities) during the last half of a taxable year. To assist us in       
meeting this requirement, we may take certain actions to limit the beneficial   
ownership, directly or indirectly, by a single person of our outstanding        
equity securities, including any preferred shares. Therefore, the Designating   
Amendment for each series of preferred shares may contain provisions            
restricting the ownership and transfer of preferred shares.                     

Registrar and Transfer Agent                                                    

 The Registrar and Transfer Agent for the preferred shares will be set forth
in the applicable prospectus supplement.                                        

DESCRIPTION OF SHARES OF BENEFICIAL INTEREST

 Under the Trust Agreement, we have the authority to issue up to 100,000,000
shares and up to 25,000,000 preferred shares.                                   

General Provisions                                                              

Voting, Dividend and Other Rights. Subject to the provisions of the Trust 
Agreement regarding "Excess Shares" (See "-- Restrictions on Transfer"), (i)    
the holders of the shares are entitled to one vote per share on all matters     
voted on by the shareholders, including elections of the Trustees, and (ii),    
subject to the rights of holders of any preferred shares, the holders of the    
shares are entitled to a pro rata portion of such distributions as may be       
declared from time to time by the Trustees from funds available therefor, and   
upon liquidation are entitled to receive pro rata all of our assets available   
for distribution to such holders. The majority of shares voting on a matter at  
a meeting at which at least a majority of the shares are present in person or   
by proxy constitutes the act of the shareholders, except with respect to the    
election of Trustees (see below). Although the shareholders generally possess   
all of the voting power, the Trust Agreement permits the holders of securities  
of our affiliates to vote with the shareholders on certain matters, and the     
Trustees have exercised that right as to holders of currently outstanding       
units of limited partnership interest in the Operating Partnership ("OP         
Units") with respect to fundamental changes in us (i.e. mergers,                
consolidations and sales of substantially all of our assets). See "Summary of   
the Operating Partnership Agreement - Authorization of OP Units and Voting      
Rights." All shares are fully paid and nonassessable. Shareholders do not have  
any pre-emptive rights to purchase our securities.                              

The Trust Agreement provides that the Trustees may issue multiple classes 
and series of shares of beneficial interest (including classes and series of    
preferred shares having preferences to the existing shares in any matter,       
including rights in liquidation or to dividends) and options, rights            
(including shareholder rights plans), and other securities having conversion    
or option rights and may authorize the creation and issuance by our             
subsidiaries and affiliates of securities having conversion and option rights   
in respect of shares. Thus, the rights of holders of existing shares are        
subject to preferred rights as to dividends and in liquidation (and other such  
matters) to the extent set forth in any subsequently authorized preferred       
shares or class of preferred shares.                                            

Board of Trustees. The Board of Trustees is divided into three classes    
serving staggered three-year terms. The Trust Agreement does not provide for    
cumulative voting in the election of Trustees, and the candidates receiving     
the highest number of votes are elected to the office of Trustee.               

Trustee Nomination Process. The Trust Agreement provides that nominations 
for election to the office of Trustee at any Annual or Special Meeting of       
Shareholders shall be made by the Trustees, or by petition in writing           
delivered to our Secretary not fewer than thirty-five days before the meeting   
signed by the holders of at least two percent of the shares outstanding on the  
date of the petition. Nominations not made in accordance with these procedures  
will not be considered unless the number of persons nominated is fewer than     
the number of persons to                                                        

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be elected to the office of Trustee at the meeting. In this latter event,       
nominations for the Trustee positions which would not otherwise be filled may   
be made at the meeting by any person entitled to vote in the election of        
Trustees.                                                                       

Transfer Agent. The transfer agent for the shares is American Stock       
Transfer and Trust Company.                                                     

Shareholder Rights Plan                                                         

  Each right entitles its registered holder to purchase from us one share at a
price of $70.00 (the "Exercise Price"), subject to certain adjustments. The     
description and terms of the rights are set forth in a Rights Agreement, dated  
as of April 30, 1999, as the same may be amended from time to time (the         
"Rights Agreement"), between us and American Stock Transfer and Trust Company,  
as rights agent (the "Rights Agent").                                           

The rights, unless earlier redeemed or exchanged by the Board of Trustees,
become exercisable upon the close of business on the day (the "Distribution     
Date") that is the earlier of (i) the tenth day following a public              
announcement that a person or group of affiliated or associated persons (an     
"Acquiring Person"), with certain exceptions set forth below, has acquired      
beneficial ownership or voting control of 15% or more of our outstanding        
voting shares, and (ii) the tenth business day (or such later date as may be    
determined by the Board of Trustees prior to such time as any person or group   
of affiliated or associated persons becomes an Acquiring Person) after the      
date of the commencement or public announcement of a person's or group's        
intention to commence a tender or exchange offer the consummation of which      
would result in the acquisition of beneficial ownership or voting control of    
15% or more our outstanding voting shares (even if no shares are actually       
acquired pursuant to such offer). The rights will expire at the close of        
business on March 31, 2009, unless earlier redeemed or exchanged by us as       
described below.                                                                

Unless the rights are earlier redeemed or exchanged, in the event that a  
person or group of affiliated or associated persons becomes an Acquiring        
Person, the Rights Agreement provides that each holder of record of a right,    
other than the Acquiring Person (whose rights will thereupon become null and    
void), will thereafter have the right to receive, upon payment of the Exercise  
Price, that number of shares having a market value at the time of the           
transaction equal to two times the Exercise Price. In addition, unless the      
rights are earlier redeemed or exchanged, in the event that, after the time     
that a person or group of affiliated or associated persons becomes an           
Acquiring Person, we were to be acquired in a merger or other business          
combination (in which any shares are changed into or exchanged for other        
securities or assets) or more than 50% of our assets or earning power and that  
of our subsidiaries (taken as a whole) were to be sold or transferred in one    
or a series of related transactions, the Rights Agreement provides that proper  
provision will be made so that each holder of record of a right, other than     
the Acquiring Person (whose rights will thereupon become null and void), will   
from and after such date have the right to receive, upon payment of the         
Exercise Price, that number of shares of common stock of the acquiring entity   
having a market value at the time of such transaction equal to two times the    
Exercise Price.                                                                 

At any time after any person or group of affiliated or associated persons 
becomes an Acquiring Person and prior to the acquisition by such Acquiring      
Person of 50% or more of our outstanding voting shares, the Board of Trustees   
may exchange the rights (other than rights owned by the Acquiring Person which  
will have become null and void), in whole or in part, at an exchange ratio of   
one share per right (subject to adjustment).                                    

The rights have anti-takeover effects in that they will cause substantial 
dilution to a person or group of affiliated or associated persons that          
attempts to acquire us on terms not approved by the Board of Trustees. The      
rights should not interfere with any merger or other business combination       
approved by the Board of Trustees because the rights may be redeemed by us at   
$0.001 per right at any time until the close of business on the tenth day (or   
such later date as described above) after a person or group has obtained        
beneficial ownership or voting control of 15% or more of the voting shares.     

Limited Liability of Shareholders                                               

The Trust Agreement provides that shareholders, to the fullest extent     
permitted by applicable law, as amended or supplemented, are not liable for     
any act, omission or liability of a Trustee and that the Trustees have no       
general power to bind shareholders personally. Notwithstanding the foregoing,   
there may be liability in some                                                  

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jurisdictions that may decline to recognize a business trust as a valid         
organization. With respect to all types of claims in such jurisdictions, and    
with respect to tort claims, contract claims where the required provision is    
omitted, and possible tax claims in jurisdictions where the business trust is   
treated as a partnership for certain purposes, shareholders may be personally   
liable for such obligations to the extent that we do not satisfy such claims.   
We conduct substantially all of our business in jurisdictions other than the    
Commonwealth of Pennsylvania in entities recognized in the relevant             
jurisdiction to limit the liability of equity owners. We carry insurance in     
amounts which the Trustees deem adequate to cover foreseeable tort claims.      

Restrictions on Transfer                                                        

Among the requirements for our qualification as a REIT under the Code are,
(i) not more than 50% in value of our outstanding shares of beneficial          
interest (after taking into account options to acquire stock) may be owned,     
directly or indirectly, by five or fewer individuals (as defined in the Code    
to include certain entities) during the last half of a taxable year, (ii) the   
shares must be beneficially owned by 100 or more persons during at least 335    
days of a taxable year of 12 months or during a proportionate part of a         
shorter taxable year, and (iii) certain percentages of our gross income must    
be from particular activities. In order to continue to qualify as a REIT under  
the Code, the Trustees have adopted, and the shareholders have approved,        
provisions of the Trust Agreement that restrict the ownership and transfer of   
shares (the "Ownership Limit Provisions").                                      

 The Ownership Limit Provisions provide that no person may beneficially own,
or be deemed to own by virtue of the attribution provisions of the Code, more   
than 9.9% of our shares of beneficial interest, whether measured by vote,       
value or number of our outstanding shares. The Trustees may waive the           
Ownership Limit Provisions if evidence satisfactory to the Trustees and our     
tax counsel is presented that such ownership will not jeopardize our status as  
a REIT.                                                                         

Issuance or transfers of shares in violation of the Ownership Limit       
Provisions or which would cause us to be beneficially owned by fewer than 100   
persons are void ab initio and the intended transferee acquires no rights to    
the shares.                                                                     

In the event of a purported transfer or other event that would, if        
effective, result in the ownership of shares in violation of the Ownership      
Limit Provisions, such transfer or other event with respect to that number of   
shares that would be owned by the transferee in excess of the Ownership Limit   
Provisions automatically are exchanged for excess shares (the "Excess           
Shares"), authorized by the Trust Agreement, according to the rules set forth   
therein, to the extent necessary to insure that the purported transfer or       
other event does not result in the ownership of shares in violation of the      
Ownership Limit Provisions. Any purported transferee or other purported holder  
of Excess Shares is required to give written notice to us of a purported        
transfer or other event that would result in the issuance of Excess Shares.     

Excess Shares are not treasury shares but rather continue as issued and   
outstanding shares of beneficial interest. While outstanding, Excess Shares     
will be held in trust. The trustee of such trust shall be us. The beneficiary   
of such trust shall be designated by the purported holder of shares. Excess     
Shares are not entitled to any dividends or distributions. If, after the        
purported transfer or other event resulting in an exchange of shares of         
beneficial interest for Excess Shares and prior to our discovery of such        
exchange, dividends or distributions are paid with respect to the shares that   
were exchanged for Excess Shares, then such dividends or distributions are to   
be repaid to us upon demand. Excess Shares participate ratably (based on the    
total number of shares and Excess Shares) in any liquidation, dissolution or    
winding up of the Company. Except as required by law, holders of Excess Shares  
are not entitled to vote with respect to such shares on any matter. While       
Excess Shares are held in trust, any interest in that trust may be transferred  
by the trustee only to a person whose ownership of shares will not violate the  
Ownership Limit Provisions, at which time the Excess Shares will be             
automatically exchanged for the same number of shares of the same type and      
class as the shares for which the Excess Shares were originally exchanged. The  
Trust Agreement contains provisions that are designed to insure that the        
purported transferee or other purported holder of Excess Shares may not         
receive in return for such a transfer an amount that reflects any appreciation  
in the shares for which Excess Shares were exchanged during the period that     
such Excess Shares were outstanding. Any amount received by a purported         
transferee or other purported holder in excess of the amount permitted to be    
received must be paid to us. If the foregoing restrictions are determined to    
be invalid by any court of competent jurisdiction then the intended transferee  
or holder of any Excess Shares may be deemed,                                   

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at our option, to have acted as an agent on our behalf in acquiring such        
Excess Shares and to hold such Excess Shares on our behalf.                     

The Trust Agreement further provides that Excess Shares shall be deemed to
have been offered for sale to us at the lesser of the price paid for the        
shares by the purported transferee or in the case of a gift, devise or other    
transaction, the market price for such shares at the time of such gift, devise  
or other transaction or the market price for the shares on the date we or our   
designee exercises its option to purchase. We may purchase such Excess Shares   
during a 90-day period, beginning on the date of the violative transfer if the  
original transferee-shareholder gives notice to us of the transfer or, if no    
notice is given, the date the Board of Trustees determines that a violative     
transfer has been made.                                                         

Each shareholder upon demand is required to disclose to us in writing such
information with respect to the direct, indirect and constructive ownership of  
shares as the Board of Trustees deems necessary to comply with the provisions   
of the Trust Agreement or the Code applicable to a REIT or to comply with the   
requirements of any taxing authority or governmental agency. Certificates       
representing shares of any class or series issued after September 29, 1997      
will bear a legend referring to the restrictions described above.               

Change-in-Control Provisions                                                    

In addition to our shareholder rights plan, the following may deter a     
potential acquiror from acquiring us:                                           

Ownership Limit. In order to protect our status as a REIT, we must satisfy
certain conditions, including the conditions that: (i) no more than 50% in      
value of the outstanding shares may be owned, directly or indirectly, by five   
or fewer individuals; and (ii) the shares must be beneficially owned by 100 or  
more persons during at least 335 days of a taxable year of 12 months or during  
a proportionate part of a shorter taxable year. To this end, the Trust          
Agreement, among other things, prohibits: (a) any holder from owning more than  
9.9% of our outstanding shares of beneficial interest without the consent of    
the Board of Trustees after evidence satisfactory to the Trustees and our tax   
counsel is presented evidencing that such ownership will not jeopardize our     
tax status as a REIT, and (b) transfers of shares that would cause us to be     
beneficially owned by fewer than 100 persons.                                   

Staggered Board. Our Board of Trustees has three classes of trustees. The 
term of office of one class expires each year. Trustees for each class are      
elected for three-year terms upon the expiration of the respective class'       
term. The staggered terms for trustees may affect our shareholders' ability to  
take control of us, even if a change in control were in the shareholders'       
interest.                                                                       

Multiple Classes and Series of Shares of Beneficial Interest. The Trust   
Agreement provides that the Trustees may create and issue multiple classes and  
series of preferred shares of beneficial interest (including classes and        
series of preferred shares having preferences to the existing shares in any     
matter, including rights in liquidation or to dividends) and options, rights    
(including shareholder rights plans), and other securities having conversion    
or option rights and may authorize the creation and issuance by our             
subsidiaries and affiliates of securities having conversion and option rights   
in respect of shares. The Trust Agreement further provides that the terms of    
such rights or other securities may provide for disparate treatment of certain  
holders or groups of holders of such rights or other securities. The issuance   
of such rights or preferred shares could have the effect of delaying or         
preventing a change of control over us, even if a change in control were in     
the shareholders' interest. As described above, we are party to a shareholder   
rights plan, but no preferred shares are currently issued or outstanding.       

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SUMMARY OF THE TRUST AGREEMENT

  The following summary of the Trust Agreement is qualified in its entirety by
reference to the Trust Agreement, which is incorporated by reference as an      
exhibit to the Registration Statement of which this prospectus is a part.       

The Trustees                                                                    

The Trustees are divided into three classes, with each member of a class  
elected for a term of three years or until his successor is duly elected and    
qualified. The Trust Agreement provides that there will be not fewer than five  
nor more than 15 Trustees. The Trustees are not required to furnish a bond.     
Trustees may resign at any time, but no resignation is effective until a        
successor is elected if its effect would be to reduce the number of Trustees    
below five. The Trustees may fill vacancies that shall have occurred as a       
result of an increase in the number of Trustees or by reason of the death,      
resignation or incapacity of any of the Trustees. A Trustee chosen by the       
other Trustees to fill a vacancy that has occurred as a result of an increase   
in the number of Trustees will serve until the next annual or special meeting   
of shareholders and until his successor is elected and qualified. A Trustee     
chosen by other trustees to fill a vacancy created by reason of the death,      
resignation or incapacity of a Trustee will hold office for the full remaining  
term of the former Trustee and until his successor is elected and qualified.    
At meetings to elect Trustees, the holders of a majority of shares represented  
will elect Trustees for the term of the class of Trustees being elected. The    
shareholders may also elect Trustees to fill a vacancy that the other Trustees  
have not filled. Two-thirds of the serving Trustees have the right at any time  
to remove any of their number, including a Trustee elected by the               
shareholders, for any cause deemed by them to be sufficient. Any Trustee may    
be removed for cause by the holders of a majority of the outstanding shares     
then outstanding and entitled to vote. A vacancy created by the removal of a    
Trustee by the other Trustees may be filled only by the shareholders at their   
next annual meeting or a special meeting called for that purpose unless there   
are fewer than five Trustees, in which case the remaining Trustees are          
required to elect a sufficient number of persons so that at least five will be  
serving. Regular meetings of the shareholders are held annually, and special    
meetings of the shareholders may be called upon proper notice.                  

The concurrence of a majority of the Trustees present at any meeting where
there is a quorum, or the written consent of a majority of the Trustees then    
serving, is necessary for the validity of any action taken. In no event may     
action be taken without the concurrence, at a meeting or by consent in          
writing, of at least four Trustees. A majority of the Trustees, provided that   
the majority consists of at least four Trustees, constitutes a quorum.          
However, if there are fewer than five Trustees, the remainder must act to fill  
vacancies to bring the total number of Trustees to at least five.               

The Trustees may hold legal title to our properties on our behalf or      
designate persons to so hold on our behalf. The Trustees have complete control  
of the conduct of our business, including investments, sales, leasing,          
issuance of additional shares, borrowing and distributions to shareholders      
without the necessity of securing shareholder approval.                         

Indemnification                                                                 

 The Trustees are not liable for errors of judgment or any loss to us in the
absence of self-dealing, willful misconduct or recklessness. The Trustees are   
indemnified from all claims or liabilities asserted against them by reason of   
their positions, if the Trustee acted in good faith and in a manner that the    
Trustee reasonably believed to be in, or not opposed to, our best interests     
and, with respect to any criminal proceeding, had no reason to believe that     
the Trustee's conduct was unlawful.                                             

Transactions with Trustees                                                      

The Trustees may deal with us by rendering services for reasonable        
compensation, buying property from or selling property to us or otherwise. No   
Trustee shall have any liability for such transactions approved by a majority   
of the other Trustees, except for his bad faith or gross negligence, and any    
such Trustee may be counted in determining the existence of a quorum at any     
meeting of the Board of Trustees that authorizes any such transaction and may   
vote at the meeting to authorize any such transaction.                          

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Term                                                                            

 Our term is perpetual. Our existence does not terminate automatically if we
fail to maintain our qualification as a real estate investment trust for tax    
purposes.                                                                       

Fundamental Transactions; Amendments                                            

Any merger to which we are a party (other than a merger of any entity with
and into us in which we owned at least 80% of the voting power immediately      
prior to the merger and other than a merger that does not affect the aggregate  
ownership interests of our shareholders in the surviving entity) and any sale   
or transfer of all or substantially all of our assets (other than to an entity  
directly or indirectly controlled by us) must be approved by the affirmative    
vote of a majority of the votes cast by the holders of all shares entitled to   
vote thereon (other than the holders of shares of a class or series of shares   
entitled to vote thereon exclusively as a separate class or series) and by a    
majority of the votes cast by the holders of any class or series entitled to    
vote thereon separately as a class or series.                                   

Amendments to the Trust Agreement can be made by the consent of two-thirds
of the Trustees, but not fewer than four. However: (i) no amendment to          
increase the liability of shareholders shall be effective without the consent   
of the holders of two-thirds of each class or series of shares outstanding;     
(ii) no amendment may require additional contributions from or assessments      
against shareholders; and (iii) no amendment (A) increasing our authorized      
capitalization, or (B) having the reasonably foreseeable effect of impeding or  
preventing a "Control Transaction" shall be effective unless approved by a      
majority of the votes cast by all shareholders entitled to vote thereon (other  
than the holders of any class or series entitled to vote thereon exclusively    
as a separate class or series) and a majority of the votes cast by the holders  
of any class or series entitled to vote thereon separately as a class or        
series. As used in the Trust Agreement, the term "Control Transaction" means    
the acquisition by any person or group of our shares having at least 20% of     
the votes that all shareholders are entitled to cast in the election of         
Trustees.                                                                       

Applicable Law                                                                  

The Trust Agreement provides that it shall be construed in accordance with
Pennsylvania law.                                                               

DESCRIPTION OF SHARE WARRANTS 

We may issue share warrants for the purchase of shares. Share warrants may
be issued independently or together with any other securities offered by any    
prospectus supplement and may be attached to or separate from such securities.  
Each series of share warrants will be issued under a separate warrant           
agreement (each, a "Warrant Agreement") to be entered into between us and a     
bank or trust company, as warrant agent specified in the applicable prospectus  
supplement relating to the particular issue of Warrants (the "Warrant Agent").  
The Warrant Agent will act solely as our agent in connection with the share     
warrants of such series and will not assume any obligation or relationship of   
agency or trust for or with any holders or beneficial owners of share           
warrants. The following sets forth certain general terms and provisions of the  
share warrants offered hereby. Further terms of the share warrants and the      
applicable Warrant Agreements will be set forth in the applicable prospectus    
supplement to be filed with the SEC and incorporated by reference as an         
exhibit to the registration statement of which this prospectus is a part at or  
prior to the time of the issuance of such series of share warrants.             

The applicable prospectus supplement will describe the terms of the share 
warrants to be issued, including, where applicable, the following: (i) the      
title of such share warrants; (ii) the aggregate number of such share           
warrants; (iii) the price or prices at which such share warrants will be        
issued; (iv) the designation, number and terms of the shares purchasable upon   
exercise of such share warrants; (v) the designation and terms of the other     
securities offered thereby with which such share warrants are issued and the    
number of such share warrants issued with each such Security offered thereby;   
(vi) the date, if any, on and after which such share warrants and the related   
shares will be separately transferable; (vii) the price at which each of the    
shares purchasable upon exercise of such share warrants may be purchased;       
(viii) the date on which the right to exercise such share warrants shall        
commence and the date on which such right shall expire; (ix) the minimum or     
maximum number of such share warrants which may be exercised at any one time;   
(x) information with respect to book entry procedures, if any; (xi) a           
discussion of certain federal income tax considerations; and (xii) any other    
terms of such share warrants, including terms, procedures and limitations       
relating to the exchange and exercise of such share warrants.                   

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DESCRIPTION OF SHAREHOLDER RIGHTS 

We may issue shareholder rights to our shareholders for the purchase of   
shares. Rights may be issued independently or together with any other           
securities offered by any prospectus supplement and may be attached to or       
separate from such securities. Each series of rights will be issued under a     
separate rights agreement (each, a "Rights Agreement") to be entered into       
between us and a bank or trust company, as rights agent specified in the        
applicable prospectus supplement relating to the particular issue of rights     
(the "Rights Agent"). The Rights Agent will act solely as our agent in          
connection with the rights and will not assume any obligation or relationship   
of agency or trust for or with any holders or beneficial owners of rights. The  
following sets forth certain general terms and provisions of the rights         
offered hereby. Further terms of the rights and the applicable Rights           
Agreements will be set forth in the applicable prospectus supplement to be      
filed with the SEC and incorporated by reference as an exhibit to the           
registration statement of which this prospectus is a part at or prior to the    
time of the issuance of such series of rights.                                  

The applicable prospectus supplement will describe the terms of the rights
to be issued, including, where applicable, the following: (i) the date for      
determining the shareholders entitled to the Rights distribution; (ii) the      
aggregate number of shares purchasable upon exercise of such rights and the     
exercise price; (iii) the aggregate number of rights being issued; (iv) the     
date, if any, on and after which such rights may be separately transferable;    
(v) the date on which the right to exercise such rights shall commence and the  
date on which such rights shall expire; (vi) the minimum or maximum number of   
such rights which may be exercised at any one time; (vii) a discussion of       
certain federal income tax considerations; and (viii) any other terms of such   
rights, including terms, procedures and limitations relating to the             
distribution, exchange and exercise of such rights. Rights will be exercisable  
for United States dollars only and will be in registered form only.             

SUMMARY OF THE OPERATING PARTNERSHIP AGREEMENT

  The following summary of the First Amended and Restated Agreement of Limited
Partnership of PREIT Associates, L.P. (the "Operating Partnership Agreement")   
is qualified in its entirety by reference to the Operating Partnership          
Agreement, which is incorporated by reference as an exhibit to the              
registration statement of which this prospectus is a part.                      

General                                                                         

  We are the sole general partner of the Operating Partnership. We contributed
to the Operating Partnership, or to entities wholly owned by the Operating      
Partnership, the real estate interests owned, directly or indirectly, by us,    
or the economic benefits thereof, in exchange for a general partnership         
interest in the Operating Partnership and a number of Class A OP Units that     
equaled, in the aggregate, the number of our shares of beneficial interest      
issued and outstanding on September 30, 1997.                                   

Management                                                                      

Under the Operating Partnership Agreement, we, as the sole general partner
of the Operating Partnership, have the authority, to the exclusion of the       
limited partners, to make all management decisions on behalf of the Operating   
Partnership. In addition, we, as general partner, will have the ability to      
cause the Operating Partnership to create and issue subsequent classes of       
limited or preferred partner interests with terms different from the limited    
partner and general partner interests issued in connection with our             
acquisition of The Rubin Organization, Inc. (the "TRO Transaction"). We have    
agreed in the Operating Partnership Agreement to conduct substantially all of   
our business activities through the Operating Partnership unless a majority in  
interest of the OP Units (exclusive of OP Units owned by us) consent to the     
conduct of business activities outside the Operating Partnership.               

Authorization of OP Units and Voting Rights                                     

 The Operating Partnership Agreement authorizes the issuance of an unlimited
number of OP Units in one or more classes. Holders of OP Units are entitled to  
distributions from the Operating Partnership as and when made by the general    
partner. Since the general partner will, of necessity, have to make             
distributions on the Class A OP Units held directly or indirectly by it at the  
times and in the amounts as will permit it to make distributions to our         
shareholders necessary to preserve our status as a REIT for federal income tax  
purposes, it is anticipated that the                                            

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holders of OP Units will receive such distributions at the approximate time,    
and in the same amounts, as distributions are declared and paid by us to the    
shareholders.                                                                   

  Holders of OP Units generally will have no right to vote on any matter voted
on by holders of shares except that prior to the date on which at least half    
of the OP Units issued on September 30, 1997 (other than to us or an affiliate  
of us) have been redeemed, the holders of OP Units issued on September 30,      
1997 (other than us or an affiliate of us) shall be entitled to vote, as a      
single class, on any proposal to merge, consolidate, or sell substantially all  
of our assets if the holders of shares vote thereon and, in such event,         
holders of OP Units will be entitled to one vote for each share issuable by us  
upon the redemption of one OP Unit and the necessary vote to effect such        
action shall be the sum of an absolute majority of the outstanding OP Units     
and the applicable vote of the holders of the shares, which such vote may be    
met by any combination of holders of the OP Units and the shares.               

 The Operating Partnership Agreement also provides that we may not engage in
a fundamental transaction (e.g., a merger) unless, by the terms of such         
transaction, the OP Units are treated in the same manner as that number of      
shares for which they are exchangeable by us upon notice of redemption are      
treated and that holders of OP Units will have the right to vote on certain     
amendments to the Operating Partnership Agreement.                              

Redemption Rights                                                               

  As of the date of this prospectus, the Operating Partnership had outstanding
15,359,011 Class A OP Units and 227,769 Class B OP Units. Class A and Class B   
OP Units are redeemable by the Operating Partnership at the election of a       
limited partner holding such units, at such time, and for such consideration,   
as set forth in the Operating Partnership Agreement. In general, and subject    
to certain exceptions and limitations, holders of OP Units (other than us and   
our subsidiaries) may, beginning one year following the respective issue        
dates, give one or more notices of redemption with respect to all or any part   
of the Class A OP Units so received and then held by such party. Class B OP     
Units are redeemable at the option of the holder at any time after issuance.    

If a notice of redemption is given, we have the right to elect to acquire 
the Units tendered for redemption for our own account, either in exchange for   
the issuance of a like number of shares (subject to adjustments for stock       
splits, recapitalizations, and like events) or a cash payment equal to the      
average closing price of the shares over the ten consecutive trading days       
immediately prior to receipt by us, in our capacity as general partner of the   
Operating Partnership, of the notice of redemption. If we decline to exercise   
such right, then on the tenth day following tender for redemption, the          
Operating Partnership will pay a cash amount equal to the number of OP Units    
so tendered multiplied by such average closing price.                           

Registration Rights                                                             

At the TRO Closing, we entered into Registration Rights Agreements with   
those persons receiving or entitled to receive (i) Class A OP Units in respect  
of shares of TRO and/or their interests in certain properties acquired by the   
Operating Partnership in the TRO Transaction and (ii) the Class B OP Units      
issued in the TRO Transaction. In general, the Registration Rights Agreement    
for the holders of Class A OP Units provides that those parties receiving and   
entitled to receive Class A OP Units in the TRO Transaction will be entitled    
to cause us, subject to exclusions and limitations commonly found in            
agreements of this type, to register shares issuable upon redemption of such    
OP Units for resale by them in connection with other registration statements    
filed by us. This Registration Rights Agreement contains provisions dealing     
with registration procedures, holdbacks, responsibility for expenses,           
indemnification, and other customary provisions.                                

If the former TRO shareholders having piggyback registration rights do not
have an opportunity to exercise those rights before a specified period          
following the last issuance of Class A OP Units pursuant to the TRO             
Transaction, these former TRO shareholders will have the right to cause us to   
file a registration statement covering the resale of the shares issuable upon   
redemption of such OP Units. In such event, we will be obligated to use our     
commercially reasonable efforts to cause the registration statement to become   
effective within 60 days after filing and to remain effective for not less      
than two years (or until the date on which shares may be sold without           
registration, if earlier).                                                      

We also entered into Registration Rights Agreements with other holders of 
Class A and Class B OP Units, pursuant to which we have agreed to file and      
maintain registration statements covering resales from time to time             

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of shares obtained in connection with the redemption of Class A and Class B OP  
Units. We have agreed to use our reasonable best efforts to include in such     
registration statement resales of shares issued upon redemption of Class A OP   
Units issued in connection with the TRO Transaction.                            

Other Rights                                                                    

If the Operating Partnership determines to sell, before the fifth         
anniversary of the date on which a property is acquired by the Operating        
Partnership, certain specified properties for which Class A OP Units were       
issued in the TRO Transaction, and the holders of a majority of the then        
outstanding Class A OP Units issued to the former affiliates of TRO object to   
such sale, the sale will not be consummated unless (i) the sale constitutes an  
exchange under Section 1031 of the Code or (ii) the sale is in connection with  
the proposed sale of all or substantially all of the assets of the Operating    
Partnership.                                                                    

Pursuant to a separate agreement by and between us and an affiliate of the
holder of Class B OP Units, before September 30, 2001, the Operating            
Partnership may not sell or otherwise dispose of Magnolia Mall in a             
transaction in which taxable gain is recognized unless (i) the sale             
constitutes an exchange under Section 1031 of the Code and no gain is           
recognized on such sale or (ii) the sale is in connection with a program to     
sell substantially all of the Operating Partnership's (and its affiliates')     
retail assets to an entity not affiliated with the Operating Partnership and    
at least 80% of the retail properties owned by the Operating Partnership have   
been sold or are under binding contracts of sale with unaffiliated third        
parties and are scheduled to close within six months of the date of the         
closing of the sale of Magnolia Mall.                                           

FEDERAL INCOME TAX CONSIDERATIONS 

General                                                                         

The following discussion summarizes the federal income tax considerations 
that may be material to a prospective holder of shares. Drinker Biddle & Reath  
LLP, our counsel, has provided an opinion letter to us respecting the           
discussion set forth below under this heading "Federal Income Tax               
Considerations," and the opinion is included as an Exhibit to the registration  
statement. The following discussion, which is not exhaustive of all possible    
tax considerations, does not give a detailed discussion of any state, local or  
foreign tax considerations; nor does it discuss all of the aspects of federal   
income taxation that may be relevant to a prospective shareholder in light of   
his or her particular circumstances or to certain types of shareholders         
(including insurance companies, tax-exempt entities, financial institutions or  
broker-dealers, foreign corporations and persons who are not citizens or        
residents of the United States) who are subject to special treatment under the  
federal income tax laws.                                                        

EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT WITH HIS OR HER OWN TAX        
ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM OR HER OF THE PURCHASE,  
OWNERSHIP AND SALE OF SHARES IN AN ENTITY ELECTING TO BE TAXED AS A REIT,       
INCLUDING THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE  
PURCHASE, OWNERSHIP, SALE AND ELECTION AND OF POTENTIAL CHANGES IN APPLICABLE   
TAX LAWS.                                                                       

Taxation of the Company                                                         

 General. The Company is designed to qualify and has elected to qualify as a
"real estate investment trust" under Sections 856 through 860 of the Code. The  
Company believes that it has been organized and has operated in a manner to     
qualify for taxation as a REIT under the Code, and the Company intends to       
continue to operate in this manner. No assurance, however, can be given that    
the Company has operated in a manner so as to qualify as a REIT or that it      
will continue to operate in this manner in the future. Qualification and        
taxation as a REIT depends upon the Company's ability to meet on a continuing   
basis, through actual annual operating results, distribution levels and         
diversity of share ownership, the various qualification tests imposed under     
the Code on REITs, some of which are summarized below. While the Company        
intends to operate so that it qualifies as a REIT, given the highly complex     
nature of the rules governing REITs, the ongoing importance of factual          
determinations, and the possibility of future changes in circumstances of the   
Company, no assurance can be given that the Company satisfies these tests or    
will continue to do so. See "Failure to Qualify" below.                         

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The following is a general summary of the Code provisions that govern the 
Federal income tax treatment of a REIT and its shareholders. These provisions   
of the Code are highly technical and complex. This summary is qualified in its  
entirety by the applicable Code provisions, Treasury Regulations and            
administrative and judicial interpretations thereof. If the Company qualifies   
for taxation as a REIT, it generally will not be subject to Federal corporate   
income taxes on net income that it currently distributes to shareholders.       
However, the Company will be subject to Federal income tax on any income that   
it does not distribute and will be subject to Federal income tax in certain     
circumstances on certain types of income even though that income is             
distributed.                                                                    

Requirements for Qualification. The Code defines a REIT as a corporation, 
trust or association (i) that is managed by one or more trustees or directors;  
(ii) the beneficial ownership of which is evidenced by transferable shares of   
stock, or by transferable certificates of beneficial interest; (iii) that       
would be taxable as a domestic corporation, but for Sections 856 through 859    
of the Code; (iv) that is neither a financial institution nor an insurance      
company subject to certain provisions of the Code; (v) the beneficial           
ownership of which is held by 100 or more persons; (vi) that during the last    
half of each taxable year not more than 50% in value of the outstanding stock   
of which is owned, directly or indirectly, by five or fewer individuals (as     
defined in the Code to include certain entities); and (vii) that meets certain  
other tests, described below, regarding the nature of its income and assets.    
The Code provides that conditions (i) through (iv), inclusive, must be met      
during the entire taxable year and that condition (v) must be met during at     
least 335 days of a taxable year of 12 months, or during a proportionate part   
of a taxable year of less than 12 months. The Company's Trust Agreement         
provides certain disclosure requirements for 1% or greater shareholders and     
certain restrictions regarding the transfers of Company shares that are         
intended to assist the Company in continuing to satisfy the share ownership     
requirements described in (v) and (vi) above.                                   

  A REIT is permitted to have a wholly owned subsidiary (also referred to as a
"qualified REIT subsidiary"). A qualified REIT subsidiary is not treated as a   
separate entity for Federal income tax purposes. Rather, all of the assets,     
liabilities and items of income, deductions and credit of a qualified REIT      
subsidiary are treated as if they were those of the REIT.                       

A REIT is also generally permitted to own any percentage of the stock of a
corporation (a "taxable REIT subsidiary"), provided that the aggregate value    
of the REIT's interests in taxable REIT subsidiaries and other securities does  
not exceed 20% of the value of the REIT's gross assets. A corporation that is   
wholly or partially owned by a REIT will qualify as a "taxable REIT             
subsidiary" if both the REIT and the subsidiary so elect.                       

A REIT is deemed to own its proportionate share of the assets of a        
partnership in which it is a partner and is deemed to receive its               
proportionate share of the income of the partnership. Thus, the Company's       
proportionate share of the assets, liabilities and items of income of PREIT     
Associates (the "Operating Partnership") and each of the real estate            
partnerships or other pass-through entities in which PREIT Associates holds an  
interest (the "Title Holding Partnerships") will be treated as assets,          
liabilities and items of income of the Company for purposes of applying the     
requirements described herein, provided that PREIT Associates and the Title     
Holding Partnerships are treated as partnerships for Federal income tax         
purposes.                                                                       

Income Tests. To maintain its qualification as a REIT, a REIT must satisfy
two gross income requirements each year. First, at least 75% of the REIT's      
gross income (excluding gross income from prohibited transactions) for each     
year must be derived directly or indirectly from investments in real property   
or mortgages on real property (including "rents from real property" and, in     
certain circumstances, interest) or from certain types of temporary             
investments. Second, at least 95% of the REIT's gross income (excluding gross   
income from prohibited transactions) for each year must be derived from the     
same items that qualify under the 75% income test, and from dividends,          
interest and gain from the sale or disposition of stock or securities, or from  
any combination of the foregoing.                                               

 Rents received by the Company will qualify as "rents from real property" in
satisfying the gross income requirements for a REIT described above only if     
several conditions (related to the identity of the tenant, the computation of   
the rent payable, and the nature of the property leased) are met. The Company   
does not anticipate receiving rents in excess of five (5%) percent of gross     
income that fail to meet these conditions. In addition, for rents received to   
qualify as "rents from real property," the Company generally must not operate   
or manage the property or furnish or render more than a de minimus amount of    
services to tenants, other than through an "independent contractor" from whom   
the Company derives no revenue or a "taxable REIT subsidiary." The              

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"independent contractor" requirement, however, does not apply to the extent     
the services provided by the Company are "usually or customarily rendered" in   
connection with the rental of space for occupancy only and are not otherwise    
considered "rendered to the occupant." Although PREIT-RUBIN renders services    
with respect to rental properties of PREIT Associates and the Title Holding     
Partnerships, and PREIT-RUBIN does not constitute an "independent contractor"   
for this purpose, the Company believes that the services being provided by      
PREIT-RUBIN with respect to these properties in past years have been usual or   
customary or should not otherwise be considered "rendered to the occupant."     
Moreover, for years beginning after December 31, 2000, the Company has elected  
for PREIT-RUBIN to be treated as a taxable REIT subsidiary. The Company         
believes that the aggregate amount of any nonqualifying income in any taxable   
year earned by PREIT Associates and the Title Holding Partnerships has not      
caused, and will not cause, the Company to exceed the limits on nonqualifying   
income under the 75% and 95% gross income tests.                                

PREIT Associates owns all of the outstanding shares of PREIT-RUBIN. As a  
taxable REIT subsidiary, PREIT-RUBIN is taxable as a regular corporation.       
PREIT-RUBIN performs management, development and leasing services for PREIT     
Associates and other real estate owned in whole or in part by third parties.    
The third-party income earned by and taxed to PREIT-RUBIN would be              
nonqualifying income if earned directly by the Company. As a result of the      
corporate structure, all third-party and other services income will be earned   
by and taxed to PREIT-RUBIN at applicable Federal and state corporate income    
tax rates and will be received by the Company only indirectly as dividends,     
after reduction by these taxes. Such dividends will be qualifying income under  
the 95% test.                                                                   

If the Company fails to satisfy one or both of the 75% or the 95% gross   
income tests for any taxable year, it may nevertheless qualify as a REIT for    
that year if it is entitled to relief under certain provisions of the Code. It  
is not possible, however, to state whether in all circumstances the Company     
would be entitled to the benefit of these relief provisions. Even if these      
relief provisions were to apply, however, a tax would be imposed with respect   
to the "excess net income" attributable to the failure to satisfy the 75% and   
95% gross income tests.                                                         

Asset Tests.  The Company, at the close of each quarter of its taxable    
year, must also satisfy three tests relating to the nature of its assets: (i)   
at least 75% of the value of the Company's total assets must be represented by  
"real estate assets," cash, cash items and government securities; (ii) not      
more than 25% of the Company's total assets may be represented by securities    
other than those in the 75% asset class; and (iii) of the investments included  
in the 25% asset class, the value of any one issuer's securities (other than    
an interest in a partnership, shares of a "qualified REIT subsidiary" or        
another REIT) owned by the Company may not exceed 5% of the value of the        
Company's total assets, and the Company may not own more than 10% of the vote   
or value of any one issuer's outstanding securities (other than an interest in  
a partnership, shares of a qualified REIT subsidiary, a taxable REIT            
subsidiary or another REIT).                                                    

The Company believes that it has complied, and anticipates that it will   
continue to comply, with these asset tests. The Company is deemed to hold       
directly its proportionate share of all real estate and other assets of PREIT   
Associates and all assets deemed owned by PREIT Associates through its          
ownership of partnership interests in other partnerships. As a result, the      
Company believes that more than 75% of its assets are real estate assets. In    
addition, the Company does not plan to hold any securities representing more    
than 10% of the vote or value of any one issuer's outstanding securities,       
other than any qualified REIT subsidiary or taxable REIT subsidiary of the      
Company, nor securities of any one issuer exceeding 5% of the value of the      
Company's gross assets. As previously discussed, the Company is deemed to own   
its proportionate share of the assets of a partnership in which it is a         
partner so that the partnership interest, itself, is not a security for         
purposes of this asset test.                                                    

After initially meeting the asset tests at the close of any quarter, the  
Company will not lose its status as a REIT for failure to satisfy the asset     
tests at the end of a later quarter solely by reason of changes in asset        
values. If the failure to satisfy the asset tests results from an acquisition   
of securities or other property during a quarter, the failure can be cured by   
disposition of sufficient nonqualifying assets within 30 days after the close   
of that quarter. The Company intends to maintain adequate records of the value  
of its assets to ensure compliance with the asset tests, and to take any other  
action within 30 days after the close of any quarter as may be required to      
cure any noncompliance. We cannot assure you, however, that this other action   
will always be successful.                                                      

Annual Distribution Requirements. To qualify as a REIT, the Company       
generally must distribute to its shareholders at least 90% of its income each   
year. In addition, the Company will be subject to tax on the                    

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undistributed amount at regular corporate rates and also may be subject to a    
4% excise tax on undistributed income.                                          

The Company believes that it has made, and expects to continue to make,   
timely distributions sufficient to satisfy the annual distribution              
requirements. It is possible, however, that the Company, from time to time,     
may not have sufficient cash or other liquid assets to meet the distribution    
requirements. In that event, the Company may arrange for short-term, or         
possibly long-term, borrowing (by itself or by PREIT Associates) to permit the  
payments of required dividends.                                                 

Failure to Qualify. If the Company fails to qualify for taxation as a REIT
in any taxable year, the Company will be subject to tax (including any          
applicable alternative minimum tax) on its taxable income at regular corporate  
rates. Unless entitled to relief under specific statutory provisions, the       
Company also will be disqualified from taxation as a REIT for the four taxable  
years following the year during which qualification was lost. It is not         
possible to state whether in all circumstances the Company would be entitled    
to this statutory relief.                                                       

 Limitations Applicable to Taxable REIT Subsidiaries. Certain provisions are
designed to curtail a REIT's ability to minimize the taxable income of any      
taxable REIT subsidiary, such as PREIT-RUBIN. A 100% tax will apply to any      
excessive interest expense or other deductions paid by a taxable REIT           
subsidiary to the REIT and to any amounts by which the taxable REIT subsidiary  
undercharges tenants of the REIT. Also, there are limitations on the            
deductibility of interest by highly leveraged taxable REIT subsidiaries.        

Income Taxation of PREIT Associates, the Title Holding Partnerships and   
Their Partners. The following discussion summarizes certain Federal income tax  
considerations applicable to the Company's investment in PREIT Associates and   
the Title Holding Partnerships:                                                 

Classification of PREIT Associates and Title Holding Partnerships as      
Partnerships. The Company will be entitled to include in its income its         
distributive share of the income and to deduct its distributive share of the    
losses of PREIT Associates (including PREIT Associates' share of the income or  
losses of the Title Holding Partnerships) only if PREIT Associates and the      
Title Holding Partnerships (collectively, the "Partnerships") are classified    
for Federal income tax purposes as partnerships rather than as associations     
taxable as corporations. The Partnerships have not elected, and do not intend   
to elect, to be taxable for Federal income tax purposes as corporations.        
Accordingly, under applicable "check-the-box" regulations, they should be       
classified as partnerships for Federal income tax purposes.                     

Partnership Allocations. Although a partnership agreement generally will  
determine the allocation of income and losses among partners, the allocations   
will be disregarded for tax purposes under Section 704(b) of the Code if they   
do not comply with the provisions of Section 704(b) of the Code and the         
Treasury Regulations promulgated thereunder as to substantial economic effect   
and other requirements.                                                         

  If an allocation is not recognized for Federal income tax purposes, the item
subject to the allocation will be reallocated in accordance with the partners'  
interests in the partnership, which will be determined by taking into account   
all of the facts and circumstances relating to the economic arrangement of the  
partners with respect to the item. PREIT Associates' allocations of taxable     
income and loss are intended to comply with the requirements of Section 704(b)  
of the Code and the Treasury Regulations promulgated thereunder.                

Tax Allocations With Respect to Contributed Properties. The properties    
contributed directly or indirectly to PREIT Associates have generally been      
appreciated as of the time of contribution, and it is likely that properties    
contributed in the future will also be appreciated. Under Section 704(c) of     
the Code, items of income, gain, loss, and deduction attributable to            
appreciated or depreciated property that is contributed to a partnership in     
exchange for an interest in the partnership must be allocated for Federal       
income tax purposes in a manner so that the contributor is charged with or      
benefits from the unrealized gain or unrealized loss associated with the        
property at the time of the contribution. The amount of the unrealized gain or  
unrealized loss is generally equal to the difference between the fair market    
value of the contributed property at the time of contribution and the adjusted  
tax basis of the property at the time of contribution. The partnership          
agreements of the Partnerships require allocations of income, gain, loss and    
deduction attributable to the contributed property to be made in a manner that  
is consistent with Section 704(c) of the Code. If the Partnerships sell         
contributed property at a gain or loss, the gain or loss will be allocated to   
the contributing partner(s) generally to the extent of the precontribution      
unrealized gain or loss.                                                        

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Depreciation. The Partnerships' assets other than cash consist largely of 
appreciated property contributed by its partners. Assets contributed to a       
partnership in a tax-free transaction carry over their depreciation schedules.  
Accordingly, PREIT Associates depreciation deductions for its real property     
are based largely on the historic depreciation schedules for the properties.    
The properties are being depreciated over a range of 15 to 40 years using       
various methods of depreciation which were determined at the time that each     
item of depreciable property was placed in service. Any real property           
purchased by the Partnerships will be depreciated over at least 39 years. In    
certain instances where a partnership interest rather than real estate is       
contributed to the Partnership, the real estate may not carry over its          
depreciation schedule but rather may, similarly, be subject to the lengthier    
depreciation period.                                                            

Section 704(c) of the Code requires that depreciation as well as gain and 
loss be allocated in a manner so as to take into account the variation between  
the fair market value and tax basis of the property contributed. Depreciation   
with respect to any property purchased by PREIT Associates subsequent to the    
admission of its partners, however, will be allocated among the partners in     
accordance with their respective percentage interests in the Partnerships.      

 Sale of Partnership Property. Generally, any gain realized by a partnership
on the sale of property held by the partnership for more than one year will be  
long-term capital gain, except for any portion of the gain that is treated as   
depreciation or cost recovery recapture. However, under the REIT requirements,  
the Company's share as a partner of any gain realized by the Partnerships on    
the sale of any property held as inventory or other property held primarily     
for sale to customers in the ordinary course of a trade or business will be     
treated as income from a prohibited transaction that is subject to a 100%       
penalty tax. The prohibited transaction income could also have an adverse       
effect upon the Company's ability to satisfy the income tests for REIT status.  
Under existing law, whether property is held as inventory or primarily for      
sale to customers in the ordinary course of a trade or business is a question   
of fact that depends on all the facts and circumstances with respect to the     
particular transaction. A safe harbor to avoid classification as a prohibited   
transaction exists as to real estate assets held for the production of rental   
income by a REIT for at least four years where in any taxable year the REIT     
has made no more than seven sales of property or, in the alternative, the       
aggregate of the adjusted bases of all properties sold does not exceed 10% of   
the adjusted bases of all of the REIT's properties during the year and the      
expenditures includable in a property's net sales price. The Partnerships       
intend to hold properties for investment with a view to long-term               
appreciation, to engage in the business of acquiring, developing, owning, and   
operating and leasing properties and to make occasional sales of the            
properties as are consistent with the Company's and PREIT Associates            
investment objectives. No assurance can be given, however, that no property     
sale by the Partnerships will constitute a sale of inventory or other property  
held primarily for sale to customers.                                           

Taxation of Shareholders                                                        

 Taxation of Taxable Domestic Shareholders. As long as the Company qualifies
as a REIT, distributions made to the Company's taxable domestic shareholders    
out of current or accumulated earnings and profits (and not designated as       
capital gain dividends) will be taken into account by them as ordinary income,  
and corporate shareholders will not be eligible for the dividends received      
deduction as to the amounts. Distributions that are designated as 20%-rate      
capital gain dividends will be taxed as long-term capital gains, and            
distributions that are designated as 25%-rate gain dividends will be taxed as   
25%-rate gain, in each case without regard to the period for which the          
shareholder has held its shares. However, corporate shareholders may be         
required to treat up to 20% of certain capital gain dividends as ordinary       
income. Distributions in excess of current or accumulated earnings and profits  
will not be taxable to a shareholder to the extent that they do not exceed the  
adjusted basis of the shareholder's shares, but rather will reduce the          
adjusted basis of the shares. To the extent that the distributions exceed the   
adjusted basis of a shareholder's shares, they will be included in income as    
long-term capital gain (or short-term capital gain if the shares have been      
held for one year or less), assuming the shares are a capital asset in the      
hands of the shareholder.                                                       

  In addition, to the extent, if any, that the Company does not distribute all
of its net capital gain (including 25%-rate gain) in a year, the Company may    
elect to designate (in a written notice to shareholders) that the               
undistributed capital gain shall nonetheless be treated for Federal income tax  
purposes as if it had been distributed proportionately to the Company's         
shareholders as of the end of the year and recontributed to the Company's       
capital. In that case, the shareholders will be taxed on the gain, but will     
receive a tax credit for the tax paid by the                                    

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Company on the gain, and each shareholder's basis in shares of the Company      
will be increased by the excess of the amount of the gain over the amount of    
the tax credit.                                                                 

 In general, a domestic shareholder will realize capital gain or loss on the
disposition of shares equal to the difference between (i) the amount of cash    
and the fair market value of any property received on the disposition and (ii)  
the shareholder's adjusted basis of the shares. The gain or loss generally      
will constitute long-term capital gain or loss if the shareholder has held the  
shares for more than one year. Loss upon a sale or exchange of shares by a      
shareholder who has held the shares for six months or less (after applying      
certain holding period rules) will be treated as a long-term capital loss to    
the extent of distributions from the Company required to be treated by the      
shareholder as long-term capital gain (including both 20%- and 25%-rate gain).  

 Under certain circumstances, domestic shareholders may be subject to backup
withholding at the rate of 31% with respect to dividends paid.                  

Taxation of Tax-Exempt Shareholders. The Company does not expect that     
distributions by the Company to a shareholder that is a tax-exempt entity will  
constitute "unrelated business taxable income" ("UBTI"), provided that the      
tax-exempt entity has not financed the acquisition of its shares with           
"acquisition indebtedness" within the meaning of the Code and the shares are    
not otherwise used in an unrelated trade or business of the tax-exempt entity.  

Taxation of Non-U.S. Shareholders. The rules governing U.S. Federal income
taxation of nonresident alien individuals, foreign corporations, foreign        
partnerships and other foreign shareholders (collectively, "Non-U.S.            
Shareholders") are complex, and no attempt will be made herein to provide more  
than a limited summary of these rules. Prospective Non-U.S. Shareholders        
should consult with their own tax advisor to determine the impact of U.S.       
Federal, state and local income tax laws with regard to an investment in        
shares, including any reporting requirements. In particular, Non-U.S.           
Shareholders who are engaged in a trade or business in the United States, and   
Non-U.S. Shareholders who are individuals and who were present in the United    
States for 183 days or more during the tax year and have a "tax home" in the    
United States, may be subject to tax rules different from those described       
below.                                                                          

Distributions that are not attributable to gain from sales or exchanges by
the Company of U.S. real property interests and not designated by the Company   
as capital gain dividends will be treated as dividends of ordinary income to    
the extent that they are made out of current or accumulated earnings and        
profits of the Company. These distributions, ordinarily, will be subject to a   
withholding tax equal to 30% of the gross amount of the distribution unless an  
applicable tax treaty reduces that tax. Distributions in excess of current and  
accumulated earnings and profits of the Company will not be taxable to a Non-   
U.S. Shareholder to the extent that they do not exceed the adjusted basis of    
the shareholder's shares, but rather will reduce the adjusted basis of the      
shares. To the extent that these distributions exceed the adjusted basis of a   
Non-U.S. Shareholder's shares, they will give rise to tax liability if the      
Non-U.S. Shareholder would otherwise be subject to tax on any gain from the     
sale or disposition of shares as described below (in which case they also may   
be subject to a 30% branch profits tax if the shareholder is a foreign          
corporation). If it cannot be determined at the time a distribution is made     
whether or not the distribution will be in excess of current or accumulated     
earnings and profits, the entire distribution will be subject to withholding    
at the rate applicable to dividends. However, the Non-U.S. Shareholder may      
seek a refund of the amounts from the IRS if it is subsequently determined      
that the distribution was, in fact, in excess of current or accumulated         
earnings and profits of the Company.                                            

For any year in which the Company qualifies as a REIT, distributions that 
are attributable to gain from sales or exchanges by the Company of U.S. real    
property interests will be taxed to a Non-U.S. Shareholder under the            
provisions of the Foreign Investment in Real Property Tax Act of 1980           
("FIRPTA") at the normal capital gain rates applicable to U.S. shareholders     
(subject to applicable alternative minimum tax and a special alternative        
minimum tax in the case of nonresident alien individuals). Also, distributions  
subject to FIRPTA may be subject to a 30% branch profits tax in the hands of a  
corporate Non-U.S. Shareholder not entitled to treaty relief or exemption. The  
Company is required by applicable Treasury Regulations to withhold 35% of any   
distribution that is or could be designated by the Company as a capital gain    
dividend. The amount withheld is creditable against the Non-U.S. Shareholder's  
FIRPTA tax liability.                                                           

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Although the law is not entirely clear on the matter, it appears that     
amounts of undistributed capital gain that are designated by the Company as     
deemed distributions (as discussed under "Taxation of Taxable Domestic          
Shareholders" above) would be treated with respect to Non-U.S. Shareholders in  
the manner outlined in the preceding paragraph for actual distributions by the  
Company of capital gain dividends. Under that approach, the Non-U.S.            
Shareholders would be able to offset as a credit against their United States    
Federal income tax liability resulting therefrom their proportionate share of   
the tax paid by the Company on the undistributed capital gains (and to receive  
from the IRS a refund to the extent their proportionate share of the tax paid   
by the Company were to exceed their actual United States Federal income tax     
liability).                                                                     

Gain recognized by a Non-U.S. Shareholder upon a sale of shares generally 
will not be taxed under FIRPTA if the Company is a "domestically controlled     
REIT," defined generally as a REIT in which at all times during a specified     
testing period less than 50% in value of the stock was held directly or         
indirectly by foreign persons. The Company believes that it is a "domestically  
controlled REIT," and, therefore, that the sale of shares will not be subject   
to taxation under FIRPTA. If the gain on the sale of shares were to be subject  
to tax under FIRPTA, the Non-U.S. Shareholder would be subject to the same      
treatment as U.S. shareholders with respect to the gain (subject to applicable  
alternative minimum tax and a special alternative minimum tax in the case of    
nonresident alien individuals), and the purchaser of the shares would be        
required to withhold and remit to the IRS 10% of the purchase price.            

Other Tax Considerations                                                        

State and Local Taxes. The Company and its shareholders may be subject to 
state or local taxation in various state or local jurisdictions, including      
those in which it or they transact business or reside. The state and local tax  
treatment of the Company and its shareholders may not conform to the Federal    
income tax consequences discussed above. Consequently, prospective              
shareholders should consult their own tax advisor regarding the effect of       
state and local tax laws on an investment in the shares of the Company.         

PLAN OF DISTRIBUTION

 We may sell securities to or through underwriters for public offer and sale
by them, and also may sell securities offered hereby to investors directly or   
through agents. Any such underwriter or agent involved in the offer and sale    
of the securities will be named in the applicable prospectus supplement.        

Underwriters may offer and sell the securities at a fixed price or prices,
which may be changed, at prices related to the prevailing market prices at the  
time of sale or at negotiated prices. We also may, from time to time,           
authorize underwriters acting as our agents to offer and sell securities upon   
terms and conditions set forth in the applicable prospectus supplement. In      
connection with the sale of the securities, underwriters may be deemed to have  
received compensation from us in the form of underwriting discounts or          
commissions and may also receive commissions from purchasers of the securities  
for whom they may act as agent. Underwriters may sell securities to or through  
dealers, and such dealers may receive compensation in the form of discounts,    
concessions or commissions from the underwriters and/or commissions from the    
purchasers for whom they may act as agent. Any underwriting compensation we     
pay to underwriters or agents in connection with the offering of the            
securities, and any discounts, concessions or commissions allowed by            
underwriters to participating dealers, will be set forth in the applicable      
prospectus supplement. Underwriters, dealers and agents participating in the    
distribution of the securities may be deemed to be underwriters, and any        
discounts and commissions received by them and any profit realized by them on   
resale of the securities may be deemed to be underwriting discounts and         
commissions under the Securities Act. Underwriters, dealers and agents may be   
entitled, under agreements entered into with us, to indemnification against     
and contribution toward certain civil liabilities, including liabilities under  
the Securities Act.                                                             

If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by         
certain institutions to purchase securities from us at the public offering      
price set forth in such prospectus supplement pursuant to Delayed Delivery      
contracts ("Contracts") providing for payment and delivery on the date or       
dates stated in such prospectus supplement. Each of the Contracts will be for   
an amount not less than, and the aggregate principal amount of securities sold  
pursuant to Contracts shall be not less nor more than, the respective amounts   
stated in the applicable prospectus supplement. Institutions with whom          
Contracts, when authorized, may be made include commercial and savings banks,   
insurance companies, pension                                                    

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funds, investment companies, educational and charitable institutions, and       
other institutions but will in all cases be subject to our approval. Contracts  
will not be subject to any conditions except (i) the purchase by an             
institution of the securities covered by its Contracts shall not at the time    
of delivery be prohibited under the laws of any jurisdiction in the United      
States to which such institution is subject, and (ii) if the securities are     
being sold to underwriters, we shall have sold to such underwriters the total   
principal amount of the securities less the principal amount thereof covered    
by Contracts.                                                                   

  Certain of the underwriters and their affiliates may be customers of, engage
in transactions with and perform services for us and our Subsidiaries in the    
ordinary course of business.                                                    

LEGAL MATTERS 

The legality of the debt securities, the preferred shares, the shares, the
share warrants and the rights offered hereby will be passed upon for us by      
Drinker Biddle & Reath LLP. Drinker Biddle & Reath LLP will also pass on        
certain aspects of limited liability of our shareholders and certain federal    
income tax matters respecting us. Sylvan M. Cohen, Chairman of our Board of     
Trustees and one of our principal shareholders, is of counsel to Drinker        
Biddle & Reath LLP.                                                             

EXPERTS 

The financial statements and financial statement schedules incorporated by
reference in this prospectus and elsewhere in the registration statement, to    
the extent and for the periods indicated in their report, have been audited by  
Arthur Andersen LLP, independent public accountants, and are incorporated by    
reference herein in reliance upon the authority of said firm as experts in      
giving said reports.                                                            

WHERE YOU CAN FIND MORE INFORMATION 

 We are subject to the informational requirements of the Securities Exchange
Act of 1934, which require us to file reports, proxy statements and other       
information with the SEC. You may read and copy our SEC filings at the SEC's    
Public Reference Facilities, which are in Room 1024, 450 Fifth Street, N.W.,    
Washington, D.C. 20549 and the SEC's following regional offices: Citicorp       
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and   
Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of the   
material can be obtained from the Public Reference Section of the SEC, 450      
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates, by calling 1-  
800-SEC-0330. The SEC also maintains an Internet web site at http://            
www.sec.gov that contains our SEC filings. In addition, our shares are listed   
on the New York Stock Exchange and our SEC filings can be inspected at the      
offices of the New York Stock Exchange, 20 Broad Street, New York, New York     
10005.                                                                          

We filed with the SEC a registration statement on Form S-3 under the      
Securities Act of 1933 with respect to the securities we are offering by this   
prospectus. This prospectus does not contain all of the information set forth   
in the registration statement because we have omitted some of the information   
as permitted by the SEC's rules and regulations. Statements contained in this   
prospectus as to the contents of any contract or other document are not         
necessarily complete. In each instance, each statement is qualified, in all     
respects, by reference to the copy of the applicable contract or document       
filed as an exhibit to the registration statement. For further information      
about us and our securities, we refer you to the registration statement and     
the exhibits and schedules that may be obtained from the SEC at its principal   
office in Washington, D.C. after payment of the SEC's prescribed fees.          

  The SEC allows us to "incorporate by reference" the information in documents
we file with them. This means that we can disclose important information by     
referring you to these documents. The information we incorporate by reference   
is an important part of this prospectus, and information in documents we file   
after the date of this prospectus automatically will update and supersede       
information in this prospectus.                                                 

  We filed the documents listed below under the Exchange Act with the SEC, and
we incorporate each of the documents, and all documents filed after the date    
of this prospectus under Section 13(a), 13(c), 14 or 15(d) of the Exchange      
Act, into this prospectus by reference:                                         

1. Our Annual Report on Form 10-K for the calendar year ended December 31,
2000.                                                                           

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2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

 3. Our Current Reports on Form 8-K, filed on January 4, 2001 and on July 3,
2001.                                                                           

 4. The description of our shares contained in the registration statement on
Form 8-A filed on October 24, 1997 (amended November 13, 1997 and again on      
December 17, 1997) and the description of the rights to purchase our shares     
contained in the registration statement on Form 8-A filed on May 3, 1999.       

 5. Our definitive proxy statement for the Annual Meeting of Shareholders on
May 10, 2001, filed on April 5, 2001.                                           

We will provide without charge to each person to whom a copy of this      
prospectus is delivered, after their written or oral request, a copy of any or  
all of the documents we have incorporated in this prospectus by reference.      
Written requests for copies should be addressed to:                             

Pennsylvania Real Estate Investment Trust 
Attention: Jeffrey A. Linn, 
Senior Vice President-Acquisitions & Secretary
The Bellevue
200 S. Broad Street 
Philadelphia, Pennsylvania 19102
Telephone: (215) 875-0700 

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

No dealer, salesperson or other person has been authorized to give any    
information or to make any representations not contained in this prospectus or  
any accompanying prospectus supplement, and if given or made, such information  
or representations must not be relied upon as having been authorized by us or   
any of the underwriters. Neither this prospectus nor any accompanying           
prospectus supplement constitutes an offer of any securities other than those   
to which it relates or an offer to sell, or a solicitation of an offer to buy,  
to any person in any jurisdiction where such an offer or solicitation would be  
unlawful. Neither the delivery of this prospectus and any accompanying          
prospectus supplement nor any offer or sale made hereunder or thereunder        
shall, under any circumstances, create any implication that the information     
contained herein or therein is correct as of any time subsequent to the date    
hereof or thereof.                                                              

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

Until August 4, 2001 (25 days after the date of this Prospectus), all     
dealers effecting transactions in the Common Stock, whether or not              
participating in this Offering, may be required to deliver a Prospectus. This   
is in addition to the obligation of dealers to deliver a Prospectus when        
acting as underwriters and with respect to their unsold allotments or           
subscriptions.                                                                  

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2,000,000 Shares

 [GRAPHIC OMITTED]

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

Shares of Beneficial Interest 

_________________________________ 

PROSPECTUS SUPPLEMENT 

July 10, 2001 

_________________________________ 

LEHMAN BROTHERS 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B5’ Filing		Date		First		Last			Other Filings
		3/31/09		33					10-Q
		12/28/03		5
		12/1/02		13
		1/1/02		4
		9/30/01		5		40			10-Q
		8/4/01		48
Corrected on:		7/23/01
		7/16/01		1
		7/15/01		4
Filed on:		7/11/01							8-K
		7/10/01		1		49
		7/3/01		48					8-K
		7/1/01		5		11
		6/30/01		5		7			10-Q
		5/10/01		48					DEF 14A
		4/5/01		48					DEF 14A
		3/31/01		6		48			10-Q
		2/1/01		5		11
		1/4/01		48
		1/1/01		3		4
		12/31/00		6		47			10-K
		9/30/00		6					10-Q
		6/30/00		6					10-Q,  10-Q/A
		3/31/00		6					10-Q
		12/31/99		6		17			10-K,  10-K/A
		9/30/99		6					10-Q
		6/30/99		6					10-Q
		5/3/99		48					8-A12B,  8-K
		4/30/99		33					424B1
		3/31/99		6					10-K,  10-Q,  10-Q/A,  DEF 14A
		12/31/98		17					10-K,  8-K
		12/31/97		17					10-Q,  10-Q/A,  10-QT,  8-K/A
		12/17/97		48					8-A12B/A,  8-K
		11/14/97		6
		11/13/97		48					8-A12B
		10/24/97		48					8-A12B/A
		9/30/97		15		39
		9/29/97		35					8-K,  DEF 14A,  DEFS14A
		9/1/97		17
		8/31/97		17					10-K,  10-K/A
		8/31/96		17					10-K,  10-K/A
									List all Filings