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July 17, 2009

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

    Attention:

    Yolanda Crittendon

Wilson K. Lee

    RE:

    Brandywine Realty Trust

Form 10-K for the year ended December 31, 2008

Form 10-Q for the period ended March 31, 2009

Filed on March 2, 2009 and May 8, 2009

File No. 001-09106

Dear Ms. Crittendon and Mr. Lee:

We have received your July 6, 2009 letter and appreciate your comments with respect to our response
letter dated June 2, 2009. We understand that the purpose of your review of the above referenced
filings is to assist us in our compliance with applicable disclosure requirements and to enhance
the overall disclosures in our filings. Listed below are your comments and our responses.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

Financial Statements and Notes

Note
16 — Tax Credit Transactions, pages F-35 — F-36

    1.

    We have read and considered your response to comment two. We note that the tax benefits
associated with the historic tax credits and new market tax credits were monetized through the
creation of certain entities in which USB then acquired an ownership interest. As a result of
your analysis of FIN46(R), it was concluded that these entities were considered variable
interest entities and should be consolidated as the company deemed itself as the primary
beneficiary. Please explain to us how these entities are structured and the amount of interest
that both, the company and USB, holds within these entities. Also explain to us how USB’s
non-controlling ownership interest is being accounted for, within the company’s financial
statements.

Securities and Exchange Commission

July 17, 2009

Page 2

Historic Tax Credit (“HTC”) transaction

As part of our accounting analysis, we concluded that, in accordance with FIN 46(R), the entities
created in conjunction with USB’s investment should be consolidated in our financial statements.
We reached this conclusion after we determined that we are the primary beneficiary of the
investment structure.

The following entities are parties to the HTC:

    1)

    USB — “Tax Credit Investor”

    2)

    Brandywine Cira PO Master Tenant LLC (“Master Tenant”)

    3)

    Brandywine Cira Post Office, LP (“Landlord”)

The Landlord is the entity that owns the Property and is the entity that has agreed to elect under
Section 50 of the Internal Revenue Code to pass-through to the Master Tenant the HTC to which the
Landlord is otherwise entitled as a result of the rehabilitation of the Property. The Landlord
entity will be able to make this election because the Master Tenant has a qualified lease with the
Landlord entity for qualifying property. The Master Tenant is a 5% limited partner in the Landlord
entity and the contributions made by USB are then contributed to the Landlord entity for its 5%
ownership interest. The 0.95% GP and the remaining LP ownership interests are owned by affiliates
of ours, all of which are consolidated into our financial statements. USB does not have a direct
ownership interest in the Landlord entity.

As the Tax Credit Investor, USB is entitled to substantially all of the benefit derived from the
tax credit. This is accomplished through allocations of tax credits by the Master Tenant to USB and
is effected by USB’s purchase of the tax credits through its ownership of a partnership interest.
The partnership interest contains a put provision whereby we may be obligated to purchase USB’s
interest in Master Tenant at the end of the tax credit recapture expiration period at a fixed
price. As previously noted, based upon the overall design and intent of the entities, we believe
that the put option will be exercised for the reasons set forth in our submission to the SEC staff
dated June 2, 2009 (“Previous Submission”). In response to the Staff’s comment, we have addressed
the accounting for this put in Question 2 below. As noted in our Previous Submission, there is also
a call option available to us.

Upon creation of the Master Tenant, to whom we will ultimately assign our lease with the IRS, we
entered into a master lease with the Master Tenant. The Master Tenant is the entity through which
federal HTCs will be allocated to USB and the entity through which USB’s installments are made to
the Landlord. USB is the Investor Member of Master Tenant and owns a 99.9% membership interest.
Brandywine Cira Post Office LLC (wholly owned by us) is the Managing Member of the Master Tenant
and has a 0.01% membership interest therein. It is through USB’s membership interest that the
economic benefit of the tax credits are passed to USB. The contributions made by USB to the Master
Tenant entity are calculated so that the amount paid is equal to the fair value ascribed to the tax
credits. As noted in our Previous Submission, tax credit investors value the credits based on
projections of taxable income and the expected benefits.

Securities and Exchange Commission

July 17, 2009

Page 3

USB is also entitled to a 2% return (beginning in 2011) on the cash it paid into the Master Tenant
and could receive other contingent special tax payments. Depreciation and tax credits allocated to
the Master Tenant through the Master Tenant’s interest in the Landlord Entity (of which USB is
entitled to 99.9%), the 2% return and the put payment (assuming USB exercises the put) are USB’s
principal sources of its economics from the Master Tenant. Our economics are principally the
receipt of the Master Tenants capital contributions.

Given that FIN 46(R) applies to all entities regardless of their purpose, we first evaluated
whether the Master Tenant entity would be a variable interest entity (“VIE”) and if it was, whether
we would consolidate the Master Tenant entity. We determined that the Master Tenant entity was a
VIE as there is a lack of sufficient equity at risk since additional capital contributions are
required by USB in order for the Master Tenant to meet its capital requirements for its investment
in the Landlord (i.e., meets paragraph 5(a) of FIN 46(R)). In addition, its activities and
economics thereof were largely predefined, as the equity holders at risk do not have the ability to
make decisions about the activities that have a significant impact on its success (i.e., meets
paragraph 5b(1) of FIN 46(R)). In addition, it is only with those previously referred to capital
contributions that the Master Tenant will be able to satisfy its capital requirements to the
Landlord entity which will enable the Landlord entity to generate the tax credits to allocate back
to the Master Tenant.

We and USB are considered related parties under FIN 46(R) since neither of us can sell or encumber
our respective interest without permission of the other party. Since USB and we are considered
related parties and would absorb a majority of the variability of the entity as a related party
group, the company evaluated the related party tiebreaker highlighted in paragraph 17 of FIN 46(R).
The Company determined it was the primary beneficiary under the related party tie-breaker since it
was determined to be the party most closely associated with the entity. After considering the
following factors, we concluded that, based on the weight of the evidence, we are the primary
beneficiary of the Master Tenant and should consolidate: (i)the entity was principally established
to monetize tax attributes for one of our projects that we could not otherwise use, (ii) we
provided protection to USB’s investment in the form of guarantees (as described in our Previous
Submission), (iii) we will assign to the Master Tenant a pre-existing lease that we negotiated
several years ago, and (iv) leasing of office space is our primary business.

New Market Tax Credit (“NMTC”) transaction

NMTC investments are made through Community Development Entities (“CDE”) and such entities are
qualified through the US Department of the Treasury. NMTCs are earned for a qualified equity
investment made by a taxpayer in CDEs if substantially all of the investment is used by the CDE to
make a qualified low income community investment in qualified active low income community
businesses. It is through its equity contributions into the CDE entities described below that USB
is able to receive the benefits of the NMTCs.

The NMTC benefit is equal to a 39% tax credit of invested equity/loan that a corporation or
individual is entitled to take on its income tax return over a 7 year period. The 39% is utilized
as follows:

Securities and Exchange Commission

July 17, 2009

Page 4

    •

    5% of the invested equity /loan for the first 3 years (beginning in the initial year of
the investment — 2008)

    •

    6% of the invested equity/loan for the last four years

NMTC transactions typically involve three participants: (i) a borrower, (ii) an investor who makes
an investment and receives NMTCs and (iii) a CDE that has received allocations of NMTCs from the
U.S. government and is thereby able to facilitate a NMTC financing transaction between the investor
and borrower.

The CDE investors in this financing arrangement are Renaissance Finance VIII, LLC (“Renaissance
Sub-CDE”) and New Opportunities Sub CDE VI, LLC (“USB Sub-CDE”). Renaissance Sub-CDE is managed
and partially owned (0.01%) by Renaissance Finance, which is a private financial institution and
USB Sub-CDE is managed and partially owned (0.01%) by USB. The remaining equity interest (99.99%)
of each of the Renaissance Sub-CDE and USB Sub-CDE is owned by Cira Garage Investment Fund LLC (the
“Fund”), a company established for the purpose of facilitating this NMTC financing arrangement.
The Fund equity is 100% owned by USB, but we provided significant financing to this entity to
facilitate the transaction.

The Fund was capitalized with $13.3 million of equity from USB. In addition, we loaned $31.2
million to the Fund (“Note”) pursuant to a 1.97% note receivable due in December 2038. These
proceeds received by the Fund were used to make contemporaneous 99.99% equity investments in each
of Renaissance Sub-CDE and USB Sub-CDE. The remaining nominal equity interests were made by USB
and Renaissance Finance. The aggregate funds received by the Fund were also used to establish an
operating reserve and fee reserves for the Sub-CDEs.

Renaissance Sub-CDE and USB Sub-CDE, upon receipt of their equity funding, contemporaneously made
aggregate loans of $25.8 million and $14.8 million, respectively to the NMTC Borrower (a wholly
owned subsidiary of ours) through a series of notes. The NMTC Borrower issued to Renaissance
Sub-CDE three notes totaling $25.8 million, the first two of which total $24.5 million with a 30
year term and a 1% interest rate and the third is for $1.3 million with a 7 year term and a 1%
interest rate. The NMTC Borrower issued to USB Sub-CDE two notes totaling $14.8 million each with
a 30 year maturity and a 1% interest rate. All amounts paid by us to service these notes are
remitted to us to satisfy the debt service under the Note, thereby not permitting any payments to
the equity holder.

The difference between the $40.6 million in loans made to BDN and the aggregate capital
contribution and loans of $44.5 million provided to the CDEs was principally paid to Renaissance as
a fee. In addition, BDN must pay an exit fee to Renaissance as to part of this transaction. The
exit fee is addressed in our response to Question 2.

The interest on the loans from the CDEs to the NMTC Borrower is to be paid annually. The interest
on the funds borrowed by the Fund from us is to be paid to the extent the interest is paid on the
CDE loans. The remaining interest owing under our loan accumulates and interest is compounded.
This ensures that no cash is transferred to USB or Renaissance prior to maturity but instead the
debt service that we pay to the CDE is used to service the loan we made to the Fund.

Securities and Exchange Commission

July 17, 2009

Page 5

On December 31, 2015 (corresponding to the end of the tax credit compliance period), the $1.3
million CDE loan becomes due and payable and will require a payment from us to Renaissance and is
referred to as an exit fee and such payment is also discussed in our response to Question 2 below.

In exchange for USB’s contributions into the Fund, which then made a qualifying investment in the
Project, USB is entitled to substantially all of the benefits derived from the tax credit, but they
do not have a material interest in the underlying economics of the Project. This is accomplished
by allowing USB to “buy” the NMTCs by making an equity contribution to the Fund. USB’s interest in
the Fund also contains a put whereby we may be obligated to purchase USB’s interest. As previously
noted, we believe the put will be exercised. In response to the Staff’s comment, we have addressed
the put in Question 2 below. As noted in the Previous Submission, there is also a call option
available to us.

We concluded that the Fund met the definition of a variable interest entity. The Fund is a VIE
principally on the basis that the holders of the equity investment at risk (i.e. USB) lack the
direct or indirect ability through its voting rights or similar rights to make decisions about the
Fund’s activities that have a significant impact on its success (i.e., meets paragraph 5b(1) of FIN
46(R). In this instance, no decisions are made by the Fund as its sole purpose is to make an
equity contribution to the CDE, which then funded us in a pre-established transaction. Therefore,
although USB is the sole equity holder of the Fund, basing the consolidation decision on voting
rights would not appear appropriate given the design of the entity. Our variable interests in the
entity are the loan we made to the Fund and the guarantee and indemnity regarding the repayment of
the loans made to us by the CDEs and the delivery of the tax credits, including a guarantee should
such tax credits be recaptured. Based on a qualitative assessment of our interests relative to the
other variable interest holders, we are considered to be the primary beneficiary because we absorb
a majority of the variability in the entity. As a result, we consolidate the Fund including the
CDEs which are 99% owned by the Fund.

For both the HTC and the NMTC, we will address the Staff’s final comment in 1 above in our response
to Question 2.

    2.

    In addition, we note you expect USB to exercise a put provision that enables USB to sell its
interest in the transaction entities. As a result, the company recorded the portion of the
proceeds received from USB that are attributable to the put as a liability that will be
accreted to the expected put price through interest expense over the period until the put can
be exercised in accordance with SFAS 150. Please tell us the terms of the put provision and
the amounts attributable to this provision and the sale of the tax credits. Also advise us on
the method and the assumptions used in determining the fair value of the put option.

HTC Transaction

Under the terms of the arrangement with USB, the put can be exercised at any time during the six
month period beginning with the 61st month following substantial completion of the Post Office

Securities and Exchange Commission

July 17, 2009

Page 6

project. The timing of the put corresponds to the conclusion of the recapture period for the tax
credits. Substantial completion of the project is expected to be in July 2010. Therefore it is
expected that the put will be exercised between August 2015 and January 2016. The put price is
equal to 5% of USB’s actual capital contributions made to the Master Tenant. Based on USB’s
planned capital contributions totaling approximately $68 million, the put payment we expect to make
is approximately $3.4 million. We note that as of December 31, 2008, USB had contributed
approximately $10.2