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Item 5.      Other Events and Required FD Disclosure

     On August 18, 2004, Brandywine Operating Partnership, L.P., the subsidiary through which we own our assets and conduct our business, entered into a contribution agreement to acquire 100% of the partnership interests in The Rubenstein Company, L.P. The agreement provides for our acquisition of a portfolio of 14 office properties for an aggregate consideration of approximately $600 million. The properties, which are located in Pennsylvania and Delaware, contain approximately 3.5 million net rentable square feet. We expect to complete the transaction by the end of the third quarter of 2004.

     The properties are segregated into two groups – the “stabilized” pool and the “under renovation/lease-up” pool. The stabilized pool is approximately 93% leased and the under renovation/lease-up pool is approximately 14% leased. In aggregate, the portfolio was approximately 71% leased as of August 1, 2004.

     ⁽¹⁾ Our interest in this property will primarily consist of a second and a third mortgage secured by this property.

     ⁽²⁾ Consists of five buildings.

     We expect to fund the transaction consideration provided for in the contribution agreement as follows: (i) approximately $535 million through a combination of cash payments and assumption of mortgage debt secured by the properties; (ii) at the election of the contributors, $10 million through a combination of cash payments or Class A limited partnership units of our operating partnership; and (iii) at our election, either $55 million of additional cash or $65 million through the issuance of preferred equity of our operating partnership. The preferred equity, if issued, would rank senior in liquidation to our operating partnership’s outstanding partnership interests and would not be entitled to distributions prior to the stated redemption dates. We would have the option to redeem this preferred equity without premium and would be required to redeem $10 million no later than one year after the closing of the transaction, $20 million no later than two years after the closing and the balance no later than three years after the closing. Any Class A limited partnership units that the contributors may elect to receive in lieu of up to $10 million in cash would be valued based on the market price of our common shares at the time of the closing and would be subject to redemption at the option of the holder, on and after the first anniversary of the closing, either for an amount of cash equal to the then market price of one of our common shares or for one common share. We have also agreed to issue to the contributors up to $9.7 million in additional Class A limited partnership units if the properties within the “under renovation/lease-up pool” achieve at least 95% occupancy prior to the third anniversary of closing.