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 *
SWEENEY GERARD H
   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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
401 PLYMOUTH ROAD, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
02/09/2005
(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 Benefical Interest (1) 02/09/2005 02/09/2005 A   34,917 A $ 28.64 305,057 D  
Common Shares of Benefical Interest 02/09/2005 02/09/2005 A   0 A $ 0 250,759 I (3) Family Limited Partnership

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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
Phantom Stock (2) $ 0 (2) 02/09/2005 02/09/2005 A   12,939.53   02/09/2005 08/08/1988(2) Common Shares of Beneficial Interest 12,939.53 $ 24.344 61,103.94 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SWEENEY GERARD H
401 PLYMOUTH ROAD
SUITE 500
PLYMOUTH MEETING, PA 19462		   X     President and CEO  

Signatures

 Gerard H. Sweeney   02/10/2005
**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) Reflects grant of restricted shares which vest in five equal installments commencing January 1, 2006 and continuing on each successive January 1 until January 1, 2010
(2) Shares of Phantom stock were acquired under the Brandywine Realty Trust Executive Deferred Compensation Plan and are payable in cash following termination of the reporting person's employment with the issuer or upon reaching a specific age. The reporting person's account was credited with phantom stock at the rate of $24.344 per unit on February 9, 2005 on account of bonus deferral. Each Phantom share has the economic equivalency of one common share.
(3) There was direct transaction on the above date. The indirect ownership is disclosed for informational purposes only

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