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November 6, 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:

Pursuant to our teleconference with you and your colleagues on October 7, 2009 we are providing the
below information to supplement your review of the tax credit transactions that we entered into
during 2008. We are hopeful that this letter is responsive to the requests for information made in
that call. 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.

Our references below to “tax credits” and “tax credit transactions” generally cover both the
Historic Tax Credit (“HTC”) and related monetization transaction and the New Market Tax Credit
(“NMTC”) and related monetization transaction. Unless otherwise indicated, we use the terms “we,”
“us,” “our” and “Brandywine” to refer to Brandywine Realty Trust and Brandywine Operating
Partnership, L.P. and their subsidiaries.

Included herein, we have provided the following additional information in response to the requests
made on that call in order to help to supplement your review. The additional information is
organized under the following captions:

    Page Ref.

    I.

    Overview of Structure of Entities

    3

    II.

    Additional FIN 46(R) Information

    9

    III.

    Additional Put/Call Information on the Non-controlling Interests

    11

    IV.

    Financial Statement Presentation and Journal Entries

    13

Background

Brandywine
Realty Trust is a real estate investment trust (“REIT”). As
a REIT, Brandywine is required to distribute its taxable income
annually to its shareholders and receives
a dividends paid deduction for the amount distributed. As such, we generally do not have a federal income tax liability. Credits
against Brandywine’s federal income taxes are therefore of limited benefit. Accordingly, as
development of the Post

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November 6, 2009

Page 2

Office and Garage progressed, we examined approaches to monetizing the tax
benefits afforded by these projects. Our development of these projects was not contingent on our
ability to monetize the tax benefits and we commenced the projects prior to finding a tax credit
investor for these tax benefits.

If we were not a REIT we would utilize the credits as a reduction of our federal income tax
liability. However, the credits themselves are not applied to taxable income but rather to the
amount of federal income tax owed. If the credits were treated as a reduction of taxable income,
then they could benefit us by reducing our dividend requirement. Since the credits are used to
reduce a federal income tax liability which we generally do not have
due to our
dividends paid deduction, the credits themselves were not of use to us. Use of the credits as a
reduction to an entity’s federal income tax liability would benefit the entity’s statement of
operations by reducing the entity’s recognized federal income
tax expense. In our case, we monetized attribute and, accordingly, our proposed accounting results in the recognition of income in
our statement of operations over the IRS recapture period.

Under the tax credit transactions, USB will receive the benefit of using the credits as a federal
income tax deduction and we will recognize income from the
monetization of the credits. For tax purposes,
payments that we receive on account of our sale of the tax benefits under both the HTC and the NMTC
will result in taxable income to us, although the recognition and timing of such income for tax
purposes is different than that which we are proposing under GAAP. Accordingly, over time we will
be required to pay out a higher amount of dividends in the year such taxable income is recognized.

To assist us in monetizing the tax credits, we engaged The Reznick Group (“Reznick”), a
recognized expert in the field of tax credit transactions. As part of its engagement, Reznick
oversaw the process by which we identified potential purchasers for the tax credit benefits and
ultimately selected USB as the purchaser (i.e., the tax credit investor).

After giving consideration to the fact that, as a REIT, our ability to utilize the available tax
credits would be limited and the value of the credits diminished and after consideration of the
bids received, we determined it was in our best interest to monetize the tax credits in a
transaction with USB. The tax benefits associated with the HTC and NMTC were monetized through the
formation of certain entities (referred to in this letter as “transaction entities”) in which USB
acquired an interest. It is through this structured arrangement that we are able to pass through
the tax credits to USB. While the transaction entities for the Post Office and Garage projects
differ, in each case USB became the “tax credit investor”.

Overview of Accounting Analysis

As we proceeded through the syndication process and tax projection process with Reznick, we were
evaluating the GAAP accounting treatment for the tax credit transactions. As noted in our response
letter dated June 2, 2009, we looked to the following GAAP accounting pronouncements in determining
the appropriate accounting treatment:

    1)

    FIN 46R, “Consolidation of Variable Interest Entities, an interpretation of ARB No.
51” (“FIN 46R”);

    2)

    FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5,
57, and 107 and rescission of FASB Interpretation No. 34” (“FIN 45”);

    3)

    FAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity” (“FAS 150”); and

    4)

    SAB 104, “Revenue Recognition” (“SAB 104”).

Another aspect to our analysis was to review REIT and other public company filings to determine how
similar transactions have been accounted for. We found the number of public companies with these
transactions to be limited. One of particular note was Apartment Investment & Management Company,
whose Quarterly Report

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November 6, 2009

Page 3

on Form 10-Q for the quarter ended September 30, 2006 applied revised
accounting treatment to prior periods to reflect the proceeds from the sale of Low Income Housing
Tax Credits as deferred income and to recognize the proceeds from the sale as revenues when the
company’s obligation to deliver expected tax benefits to investors was relieved.

Our GAAP analysis led to the conclusion that:

    1)

    The proceeds received in exchange for the transfer of the tax credit benefits should be
recognized as revenue proportionately as the tax benefits are delivered to the tax credit
investor and our obligation is relieved,

    2)

    Direct and incremental costs incurred in structuring these arrangements should be
deferred and amortized over the expected duration of the arrangement in proportion to the
recognition of related revenue,

    3)

    Investor contributions in excess of recognized revenue at any point in time should be
reported as deferred income in our consolidated balance sheet.

    4)

    The non-controlling interests should be classified as liabilities.

Through our research we noted that not all tax credit transactions are structured in exactly the
same manner, however, the key underlying element in reaching a GAAP conclusion for accounting for
these transactions is to look to the economic substance. Regardless of the precise structure used
for tax purposes, the ultimate GAAP conclusion is that the cash proceeds that we will receive from
USB principally relate to the monetization of tax credits. The monetization of these credits does not change our
ultimate ownership of or investment in the Post Office or the Garage and as a result, we believe
that such proceeds, net of such amounts recognized as non-controlling interests should be treated
as deferred income to be recognized in our Consolidated Statement of Operations when we no longer
have an obligation to USB under the transaction guarantees and IRS recapture provisions.

Since the contributions made by USB are for their purchase of the tax credits that are available,
we will treat those contributions allocated to that component of the purchase as deferred revenue
resulting from the sale of the tax credits rather than as non-controlling interests on our balance
sheet. USB is an investor only with limited decisions making ability as we (i) own the Projects,
(ii) are responsible for constructing and delivering the Projects, and (iii) will own 100% of the
Projects when USB exercises its put at the end of the IRS recapture period. In this regard, as
noted in the Additional Put/Call Information on Non-controlling Interest section below (Section
III), based on the design and pricing of the transaction, we expect that USB will exercise the put
because we believe the exercise of the put provides the greatest tax
benefit to USB.  The exercise of
the put is not required under our agreement with USB; however, in addition to the economic analysis
that we performed, the design of the put, and how the put was factored into the pricing on the
transactions, we noted, during our process undertaken with Reznick,
that out of the many
transactions that Reznick has worked on, there were only two instances in which the put was not
exercised.

I. Overview of Structure of Entities

The discussion below of the transaction entities and transaction documents (which we provided to
you on September 15, 2009 pursuant to Rule 12b-4) supplements the analysis in our July 17, 2009
letter and addresses features of the transaction documents that we believe relevant to our FIN
46(R) analysis.

Securities and Exchange Commission

November 6, 2009

Page 4

Historic Tax Credit Transaction

The principal entities in the HTC transaction, which will be discussed in greater detail below,
are:

    1)

    USB – “Tax Credit Investor”

    2)

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

    3)

    Brandywine Cira Post Office, LP (“Landlord”)

    4)

    Brandywine Cira PO Developer LLC

Brandywine Realty Trust and its related entities are referred to as “we”, “us”, “our” or “BDN”.

In exchange for its contributions into the project, USB is entitled to substantially all of the
benefits derived from the tax credit, but does not have an expected material interest in the underlying
economics of the property. The transaction includes a put/call provision (as noted in our previous
correspondence and as described above and in more detail below) whereby we may be obligated or
entitled to repurchase USB’s interest in Master Tenant. The structure of the transaction effects
the HTC allocation to USB.

Based on the contractual arrangements that obligate us to deliver tax benefits to USB and that
entitle us, through fee arrangements, to receive substantially all available cash flow from the
transaction entities during the period prior to the exercise of the
put, we concluded that these entities are most appropriately accounted for by us
as wholly-owned subsidiaries. We also concluded, for financial
accounting purposes,   that capital contributions received by the Master
Tenant from USB (net of the amounts allocated to the put obligations as described in the Additional
Put/Call Information on the Non-controlling Interests section below (Section III )), are, in
substance, consideration that we will receive in exchange for our obligation to deliver tax credits
and other tax benefits to USB. We have concluded that these receipts should be recognized as
revenue in our consolidated financial statements when  our obligations to USB are relieved upon
delivery of the expected tax benefits, without the potential for IRS recapture. Accordingly, the
cash proceeds from the USB contributions were allocated into two accounting units – both of which
are recorded as liabilities on our balance sheet. The first represents the mandatorily redeemable
non-controlling interests and the other is for deferred income from proceeds from the sale of the
tax credits. The mandatorily redeemable non-controlling interest is accreted to its put price
based on the estimated put date. The deferred income will be recorded as revenue as any potential
recapture obligation is relieved.

The following provides details on the transaction entities, the agreements entered into and the
resulting accounting conclusions.

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

We formed Master Tenant in September 2008 and it has a perpetual term. USB is the “Investor
Member” of Master Tenant, holding a 99.9% interest, and Brandywine Cira Post Office LLC (a
wholly-owned subsidiary of Brandywine OP) is the “Managing Member” of Master Tenant, holding a
0.01% interest. The relationship between Investor Member and Managing Member is established in the
operating agreement of Master Member (the “Operating Agreement”), a copy of which we previously
provided to you. In the Operating Agreement the parties allocated to USB the tax benefits of the
HTC and allocated to our wholly-owned subsidiary (Brandywine Cira Post Office LLC) the payments by
USB for the tax benefits.

Capital Contributions

USB will contribute to Master Tenant $67,966,185 in four installments as follows (capitalized items
are defined in the Operating Agreement):

    1)

    First installment of $10,194,928 at closing

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November 6, 2009

Page 5

    2)

    Second installment of $23,788,165 upon later of September 1, 2009 or
achievement of 50% lien-free Construction Completion (second installment not paid
through the date of this letter)

    3)

    Third installment of $30,584,783 upon the latest to occur of (a) April 1, 2009,
(b) achievement of 75% lien-free Construction Completion or (c) receipt of evidence
satisfactory to USB of a fully executed amendment to the GSA lease naming Master Tenant
as assignee thereunder

    4)

    Fourth installment of $3,398,309 upon the later of November 1, 2010 or the
satisfaction of all of the following conditions: (a) Final Closing, (b) achievement of
100% lien-free Construction Completion, (c) receipt by USB of the Cost Certification,
(d) receipt by USB of Part 3 Approval, (e) delivery to USB of an updated Title Policy
report and a complete set of as built drawings for the Property and (g) evidence of
payment for completion of the Rehabilitation and no filed mechanics liens.

The USB capital contributions will be used by the Master Tenant (i) to fund a small operating
reserve ($25k) and (ii) with the balance to make capital contributions to the Landlord.

The journal entries recorded to reflect these contributions (assuming consolidation by us of the
Master Tenant entity, as we had previously concluded) are reflected in the Journal Entry section
below.

Management of the Master Tenant

As the Managing Member of Master Tenant, Brandywine Cira Post Office LLC has the full, complete and
exclusive power and authority to manage and control the business and affairs of Master Tenant,
except for those matters, identified in Section 8.02(b) of the Operating Agreement, that are
subject to USB’s reasonable consent, including:

    1)

    sell, refinance, or otherwise dispose of all or substantially all of the assets of the
Master Tenant;

    2)

    supplement, replace, renew, cancel or materially amend the Operating Agreement, the
Lessor Partnership Agr