SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

May 26, 2011
  Via U.S. Mail and Facsimile 610.832.4919

 Howard M. Sipzner  Executive Vice President and Chief Financial Officer Brandywine Realty Trust 555 East Lancaster Avenue Radnor, PA  19087
Re: Brandywine Realty Trust
Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 1-9106
Brandywine Operating Partnership, L.P. Form 10-K for fiscal year  ended December 31, 2010
  Filed February 25, 2011   File No. 0-24407

Dear Mr. Sipzner:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  Pleas e apply the comments noted below to the financial statements
of both the company and your operating partnership.

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. May 26, 2011 Page 2  Form 10-K for the fiscal year ended December 31, 2010

 Item 1.   Business

 2010 Transactions

 Real Estate Acquisitions/Dispositions, page 8

1. In future Exchange Act periodic reports, please include disclosure on weighted average
capitalization rates for acquisi tions and dispositions of properties during the reporting
period, including a clear descrip tion of how you calculated disclo sed capitalization rates.

Item 2.  Properties
 Properties, page 28

2. Based on your footnote disclosure, it does not appear that the aver age annualized base
rent per square foot disclosure acco unts for concessions, abatements, and
reimbursements.  In future Exchange Act pe riodic reports, please re vise to quantify the
effective rent after subtracting the ad justments from cont ractual rents.

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 42

Overview, page 42
3. We note you have not included disclosure rega rding your FFO.  Please advise us whether
you consider FFO a key performance indica tor.  We may have further comment.

Factors that May Influence Fu ture Results of Operations

Financial and Operating Performance, page 43
4. We note your discussion under this subh eading regarding risks to your ongoing
operations resulting from tenant  lease expirations/non-renewals .  In future Exchange Act
periodic reports, please expand your disclosure in this sect ion, as well as the narrative
accompanying your table disclosure of lease expirations beginning on page 35, to discuss
the relationship between market/c urrent asking rents and leases expected to expire in the
next period, as well as the relationship between rents on leases that ex pired in the current
reporting period and rents on executed renewals or new leases.

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. May 26, 2011 Page 3  Critical Accounting Policies and Estimates, page 44

 Revenue Recognition

5. You disclose to the extent th e tenant funds improvements that  you consider to be landlord
assets you treat them as deferred revenue a nd amortize those amounts to revenue over the
lease term.  Please tell us your basis in GAAP for your accounting treatment.

Results of Operations, page 49
 Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009, page
49
6. In future Exchange Act periodic reports, pl ease revise your introductory narrative in this
section to explain in greater detail how you determine the pr operties that fall within the
“same store” pool, including al so a discussion of any propert ies that were excluded from
the pool that were owned in all periods compared.
7. We note that as of December 31, 2010, you manage your portfolio within seven
reportable segments.  Please tell us why the di scussion of your results of operations does
not address the performance of your segm ents given that is how you manage your
portfolio.  Refer to SEC Inte rpretive Release No. 33-8350.

Comparison of twelve-months ended December 31, 2010 to the twelve months-ended December
31, 2009, page 50
8. In future Exchange Act periodic reports,  please include a summa ry of your leasing
activity for the reporting period.  Please include in that su mmary a discussion of leasing
costs, including leasing commissions and tena nt improvement costs on a per square foot
basis.
9. Your tabular disclosure of property portfolio  total revenue and prope rty-related expenses
calculates the amount “Subtotal,” which equals  net operating income disclosed elsewhere
in your filing.  Please tell us how your disclo sure complies with Item 10(e) of Regulation
S-K, or tell us how you determined it was not necessary to provide such information.

Liquidity and Capital Resources of the Parent Company, page 60
10. In future Exchange Act periodic reports, w ith respect to your cont inuous equity Offering
Program, please disclose the gross proceeds or , alternatively, the av erage price per share
and also explain in greater detail the use of  proceeds by the operating partnership for
sales in the reporting period.  In addition, please clarify th e amount still available under
the program.

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. May 26, 2011 Page 4  Item 15. Exhibits and Financial Statement Schedules

 (a) 1. and 2. Financial Statements and Schedules

 Notes to Consolidated Financial Statements, page F-15

 2. Summary of Significant Acc ounting Policies, page F-15

 Purchase Price Allocation, page F-16

11. We note that you amortize below-market le ase values over the non-cancellable term
including any fixed-rate rene wal periods.  Please tell us how you determine the likelihood
that a lessee will execute a below-market lease renewal, and how you consider the
likelihood, if at all, in determ ining the amortization period.

Construction in Progress, page F-17
12. Regarding the internal direct construction costs capitalized, in future periodic filings
please disaggregate the amounts between development, redevelopment and ongoing tenant improvement projects.  Please also tell us the amount of salaries capitalized in
each of these categories, and if materi al, include in future periodic filings.

Accounting Pronouncements Adopted During 2010, page F-24

13. We note your discussion of the three entities that have been  deconsolidated due to the
amended guidance for the consolidation of vari able interest entities and your conclusion
that the partners have shared power in thes e ventures.  Please clarify what happens in
situations where the parties do not agree and whether contract ually one of the parties has
the ability to break any deadlock.

7. Debt Obligations, page F-34
14. We note your guaranteed exchangeable notes  are exchangeable for cash or common
shares for the remainder of th e exchange value in excess of the principal amount.  Please
clarify for us and disclose in future periodic filings whether the election to issue cash or shares is at your option.

(a) 3. Exhibits

 Exhibits 23.1 and 23.2

15. Please confirm to us that you have signed copi es of the consents from your independent
registered public accounting firm  related to the registration st atements listed.  In future

Howard M. Sipzner
Brandywine Realty Trust Brandywine Operating Partnership, L.P. May 26, 2011 Page 5
periodic reports, please ensure that you have  included a designation illustrating that your
auditors have signed the consents.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Mark Raki p, Staff Accountant, at 202.551.3 573 or the undersigned at
202.551.3413 if you have questions regarding the co mments on the financial statements and
related matters.  Please contact Jerard Gibson, Attorney-Advisor, at 202.551.3473 or Mike
McTiernan, Assistant Director at  202.551.3852 with any other questions.

         S i n c e r e l y ,
Cicely LaMothe Senior Assistant Chief Accountant