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SEC Company Response from BRANDYWINE REALTY TRUST (BDN) (CIK 0000790816) (BDN) — Apr 30, 2009

BRANDYWINE REALTY TRUST (BDN) (CIK 0000790816)
Date: April 30, 2009 · CIK: 0000790816 · Accession: 0000893220-09-001000

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File numbers found in text: 333-158590

Date
April 30, 2009
Author
Brandywine Realty Trust
Form
CORRESP
Company
BRANDYWINE REALTY TRUST (BDN) (CIK 0000790816)

Letter

VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance Facsimile: (703) 813-6984 Re: Brandywine Realty Trust Registration Statement No. 333-158590 on Form S-3 (the “Registration Statement”)

Dear Ms. Martin:

Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”), on behalf of Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), I respectfully request that the effective date of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission (the “Commission”) so that the Registration Statement will become effective under the Securities Act at 12:00 p.m., New York time, on May 4, 2009 or as soon thereafter as practicable.

I hereby acknowledge the following:

•

that should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

that the action of the Commission or the Staff, acting pursuant to delegated authority in declaring the Registration Statement effective, does not relieve the Companies from their full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

•

that the Companies may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

April 30, 2009

Page 2

Please notify the undersigned of the effectiveness of the Registration Statement by a telephone call to (610) 832-4980, and please also confirm such effectiveness by facsimile to (610) 325-5622.

Very truly yours,
Brandywine Realty Trust

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CORRESP
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corresp

BRANDYWINE REALTY TRUST

555 East Lancaster Avenue

Radnor, Pennsylvania 19087

April 30, 2009

VIA EDGAR AND FACSIMILE

Erin E. Martin, Esquire

Attorney-Advisor

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Facsimile: (703) 813-6984

    Re:

    Brandywine Realty Trust Registration Statement No. 333-158590

on Form S-3 (the “Registration Statement”)

Dear Ms. Martin:

     Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”), on behalf of
Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), I respectfully
request that the effective date of the above-referenced Registration Statement be accelerated by
the Securities and Exchange Commission (the “Commission”) so that the Registration Statement will
become effective under the Securities Act at 12:00 p.m., New York
time, on May 4, 2009 or as
soon thereafter as practicable.

     I hereby acknowledge the following:

    •

    that should the Commission or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

    •

    that the action of the Commission or the Staff, acting pursuant to delegated
authority in declaring the Registration Statement effective, does not relieve
the Companies from their full responsibility for the accuracy and adequacy of
the disclosure in the Registration Statement; and

    •

    that the Companies may not assert the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Securities and Exchange Commission

April 30, 2009

Page 2

     Please notify the undersigned of the effectiveness of the Registration Statement by a
telephone call to (610) 832-4980, and please also confirm such effectiveness by facsimile to (610)
325-5622.

    Very truly yours,

Brandywine Realty Trust

    By:
    /s/ Gabriel J. Mainardi

    Name:
    Gabriel J. Mainardi

    Title:
    Vice President, Accounting & Treasurer

    cc:

    Michael H. Friedman, Esquire

Pepper Hamilton LLP