Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PRENTISS MICHAEL V
   2. Issuer Name and Ticker or Trading Symbol
BRANDYWINE REALTY TRUST [BDN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
401 PLYMOUTH ROAD, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
01/05/2006
(Street)

PLYMOUTH MEETING, PA 19462		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest 01/05/2006 01/05/2006 A   1,023,760 A (1) 1,023,760 D  
Common Shares of Beneficial Interest 01/05/2006 01/05/2006 A   221,469 A (2) 221,469 D  
Common Shares of Beneficial Interest 01/05/2006 01/05/2006 A   298,903 A (1) 298,903 I In Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Units of Limited Partnership Interest (3) 01/05/2006 01/05/2006 A   362,545   01/05/2006   (3) Common Shares of Beneficial Interest 362,545 (3) 362,545 D  
Class A Common Units of Limited Partnership Interest (3) 01/05/2006 01/05/2006 A   460,041   01/05/2006   (3) Common Shares of Beneficial Interest 460,041 (3) 460,041 I In Trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PRENTISS MICHAEL V
401 PLYMOUTH ROAD
SUITE 500
PLYMOUTH MEETING, PA 19462		   X      

Signatures

 Michael V. Prentiss   01/09/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Received in connection with the merger (the "REIT Merger") of Prentiss Property Trust ("Prentiss") into Brandywine Cognac I, LLC, an indirect subsidiary of Brandywine Realty Trust ("Brandywine"). On the effective date of the Merger, each issued and outstanding Prentiss common share of beneficial interest was converted into the right to receive (i) $21.50 in cash and (ii) 0.69 of a Brandywine common share of beneficial interest.
(2) Received in connection with the REIT Merger, and represents shares beneficially owned by the reporting person pursuant to a Prentiss deferred compensation plan (the "Plan"). On the effective date of the REIT Merger, each issued and outstanding Prentiss common share of beneficial interest held pursuant to the Plan was converted into the right to receive 1.4476 Brandywine common shares of beneficial interest.
(3) Received on the effective date of the REIT Merger in connection with the merger (the "Partnership Merger") immediately after the effective time of the REIT Merger of Prentiss Properties Acquisition Partners, L.P. (the "Prentiss Operating Partnership") into Brandywine Cognac II, LLC, an indirect subsidiary of Brandywine and a wholly-owned subsidiary of Brandywine Operating Partnership, L.P. (the "Brandywine Operating Partnership"). In the Partnership Merger, each Prentiss Operating Partnership redeemable unit of limited partnership interest was converted into 1.3799 Brandywine Operating Partnership Class A common units of limited partnership interest. Each Brandywine Operating Partnership Class A common unit of limited partnership interest is convertable into 1 Brandywine common share of beneficial interest at any time, and has no expiration date.
 
Remarks:
Mr. Prentiss also reports 66,305 BDN shares held indirectly through the Companys KEYSOP deferred compensation plan in which Mr. Prentiss holds no authority to vote the shares.  Merrill Lynch serves as trustee of the plan and has authority over the shares and the right to vote the shares.

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