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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K

|(Mark One) |  |                                                                                                           
|---------- |  | ----------------------------------------------------------------------------------------------------------
|/x/        |  | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required)       
|           |  | For the fiscal year ended December 31, 1999                                                               
|/ /        |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required)
|           |  | For the transition period from  to                                                                        
|           |  | Commission File No. 001-12056                                                                             

THE TOWN AND COUNTRY TRUST(Exact Name of Registrant as Specified in Its Charter)

|MARYLAND(State or Other Jurisdiction
of Incorporation or Organization)           |  | 52-6613091(IRS Employer Identification Number)
|-------------------------------------------------------------------------------- |  | ----------------------------------------------
|100 S. Charles Street
Baltimore, Maryland(Address of Principal Executive Office) |  | 21201(ZIP Code)                               

(410) 539-7600

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(Registrant's Telephone Number, Including Area Code)

Securities
registered pursuant to Section 12(b) of the Act:

|Title of Each Class                  |  | Name of Exchange on Which Registered
|------------------------------------ |  | ------------------------------------
|Common Shares of Beneficial Interest |  | New York Stock Exchange             

Securities
registered pursuant to Section 12(g) of the Act:None

[Cover Continued on Following Page]



[Cover Continued from Previous Page]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the
past 90 days.  Yes /x/  No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  / /

Aggregate
market value of voting stock held by non-affiliates of the Registrant as of March 15, 2000:$236,543,357.

Indicate
the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practical date:

15,923,836 Common Shares of Beneficial Interest, $.01 Par Value, at March 15, 2000.

DOCUMENTS INCORPORATED BY REFERENCE

|Document                                                                                       |  | Part of Form 10-K Document
In Which Incorporated
|---------------------------------------------------------------------------------------------- |  | ------------------------------------------------
|Portions of the Registrant's Notice of Annual Meeting and Proxy Statement dated March 24, 2000 |  | I and III                                       
|Portions of the Registrant's 1999 Annual Report to Shareholders                                |  | II and IV                                       

Neither
the Report of the Compensation Committee of the Board of Trustees on Executive Compensation nor the Performance Graph contained in the Registrant's Notice of Annual Meeting
and Proxy Statement dated March 24, 2000 shall be deemed incorporated by reference herein.

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## 

SAFE HARBOR STATEMENT

With the exception of historical information, the matters discussed in this Annual Report on Form 10-K are forward-looking statements that
involve risks and uncertainties and actual results could differ materially from those discussed. Certain statements herein and in future filings by the Registrant with the Securities and Exchange
Commission and in written and oral statements made by or with the approval of any authorized executive officer of the Registrant constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Registrant intends that such forward-looking statements be subject to the safe
harbors created by such Acts. The words and phrases "looking ahead," "we are confident," "should be," "will be," "predicted," "believe," "expect," "anticipate," and similar expressions identify
forward-looking statements. These forward-looking statements reflect the Registrant's current views in respect of future events and financial performance, but are subject to many uncertainties and
factors relating to the Registrant's operations and business environment which may cause the actual results of the Registrant to differ materially from any future results expressed or implied by such
forward-looking statements. Examples of such uncertainties include, but are not limited to, interest rate fluctuations, competition for tenants and acquisitions from others, many of whom may have
greater financial resources than the Registrant; changes in rental rates which may be charged by the Registrant in response to market rental rate changes or otherwise; Year 2000 readiness; changes in
federal income tax laws and regulations; any changes in the Registrant's capacity to acquire additional apartment properties and any changes in the Registrant's financial condition or operating
results due to the acquisition of apartment properties or adverse weather conditions in the geographic locations of the Registrant's apartment properties; and local economic and business conditions,
including, without limitation, conditions which may affect public securities markets generally, the real estate investment trust industry, or the markets in which the Registrant's apartment properties
are located. The Registrant undertakes no obligation to update publicly or revise any forward-looking statements whether as a result of new information, future events or otherwise.

PART I

ITEM 1. BUSINESS

General

The Registrant is a self-administered and self-managed real estate investment trust that was formed to continue and expand the
Registrant's predecessor's business of owning, managing and acquiring multifamily properties. The Registrant was organized in Maryland on May 19, 1993 and commenced operations on
August 23, 1993 upon completion of its initial public offering of 15,511,765 common shares of beneficial interest.

The
Registrant currently owns and operates 42 multifamily properties (the "Properties") comprising 15,415 apartment units located in Maryland, Pennsylvania, Virginia, Delaware, North
Carolina and Florida. Each of the Properties is owned by a separate general partnership (each, a "Property Partnership" and, collectively, the "Property Partnerships"). The Registrant and The TC
Operating Partnership (the "Operating Partnership"), which was formed in connection with the Registrant's initial public offering, together indirectly own 100% of each Property Partnership.

The
Registrant and a wholly-owned subsidiary are the sole general partners of and together own an approximately 86.0% general partnership interest in the Operating Partnership. The
remaining 14.0% limited partnership interest in the Operating Partnership was retained by certain of the indirect predecessor owners of the original twenty-six Properties, including
Messrs. Lerner and Schulweis. As a general partner of the Operating Partnership, the Registrant has full and complete control over the management of the Operating Partnership and, through
wholly-owned subsidiaries, over each of the Properties.

1



Each
of the Property Partnerships (other than those which own the Properties acquired in 1998 and three of the Properties acquired in 1999) is owned 99% by The TC Property Company and
1% by The Town and Country Holding Corporation, a wholly-owned subsidiary of the Registrant. The TC Property Company is a special purpose general partnership owned 99% by the Operating Partnership and
1% by The Town and Country Holding Corporation. The Property Partnerships which own each of the Properties acquired in 1998 and three of the Properties acquired in 1999 are each owned 99% by The TC
Property Company II and 1% by The Town and Country Holding Corporation II, a wholly-owned subsidiary of the Registrant. The TC Property Company II is a special purpose general partnership owned 99% by
the Operating Partnership and 1% by The Town and Country Holding Corporation II.

In
fiscal 1999, the Registrant acquired four multifamily properties, comprising 1,112 apartment units, for an aggregate consideration of $64.3 million. Three of those
Properties were paid for with mortgage loans and/or the Registrant's lines of credit. The fourth Property acquired by the Registrant in 1999 was acquired with the proceeds from the sale of the
Registrant's Union Deposit, 468-unit apartment community, in a transaction that was treated as a tax-free exchange.

Indebtedness

In September, 1997, the Registrant, the Property Partnerships which existed at that time, the Registrant's wholly-owned subsidiaries, the Operating Partnership
and The TC Property Company (a general partnership of which the Operating Partnership and a wholly-owned subsidiary of the Registrant are the sole partners) entered into a financing agreement with
Washington Mortgage Financial Group, Ltd. ("Washington Mortgage"). Pursuant to this financing agreement, the Registrant is permitted to borrow up to $375 million, which amount may be
increased, in certain circumstances, to up to $450 million. $300 million has been advanced and is outstanding under this financing agreement, which amount bears interest at a fixed rate
of 6.91% and matures on April 1, 2008. The remaining $75 million is available as a revolving credit facility bearing interest at an imputed variable rate which is the aggregate of the
market interest rate for certain Fannie Mae-backed obligations at the time of each such advance plus an agreed-upon spread. At December 31, 1999, $67.0 million in
revolving credit advances were outstanding at a variable rate of interest of 6.18%. At March 15, 2000, advances of $64.0 million were outstanding at the rate of 6.45%. The Registrant has
purchased an interest rate protection contract which limits the maximum variable interest rate to 10.5%. Each revolving credit advance shall mature not less than three nor more than nine months from
the date of such advance, and in any event not later than April 1, 2008. At the Registrant's option, any outstanding portion of the $75 million revolving credit facility can be converted
to a fixed-rate loan maturing on April 1, 2008.

This
financing agreement is secured,inter alia, by first- and second-priority mortgages on each of the Properties (other than those
acquired in 1998 and three acquired in 1999) and by guaranties executed by each of the Property Partnerships (other than the Property Partnerships which own the Properties acquired in 1998 and three
of the Properties acquired in1999) in favor of Washington Mortgage. A portion of the funds provided under this financing agreement was used to refinance the Registrant's
outstanding publicly-issued and bank mortgage indebtedness of approximately $290 million, which had scheduled maturities of August, 1998.

In
September, 1998, the Registrant, the Operating Partnership, and The TC Property Company II obtained a $50 million revolving credit facility from Allfirst Bank (fka The First
National Bank of Maryland), which amount may be advanced for the purpose of acquiring or refinancing apartment properties. Such facility bears interest at a variable rate equal to 120 basis points
over the LIBOR rate. At December 31, 1999, $16.250 million in revolving credit advances were outstanding at a variable rate of interest of 7.03%. The initial term of this credit facility
expires in September, 2001.

2



On
March 16, 1999, the Property Partnerships which own the three Properties acquired in 1998 and which are not party to the financing agreement described above with Washington
Mortgage entered into separate financing arrangements with Legg Mason Real Estate Services, Inc. as assignor to and servicer for The Federal Home Loan Mortgage Corporation ("Legg Mason").
Pursuant to these arrangements, such Property Partnerships borrowed, in the aggregate, $33.175 million. Such borrowings were used to repay the advances outstanding under Allfirst Bank credit
facility described above and to repay to the Operating Partnership sums advanced by it to fund the 1998 acquisition of Properties. On October 5, 1999, the Property Partnerships which own two of
the Properties acquired in 1999 entered into separate financial arrangements with Legg Mason, the proceeds of which were used to fund the acquisition of such Properties. Each loan is secured by a
first-priority mortgage on the Property owned by the respective Property Partnership. Each of the five Legg Mason loans has a term of ten years. Three of the loans bear interest at a fixed rate of
6.81% per annum and two of the loans bear interest at a fixed rate of 7.85% per annum.

Competition

All of the Properties are located in developed areas. There are numerous other apartment properties within the market area of each Property. The number of
competitive apartment properties in such area could have a material effect on the rental market for the apartments at a Property and the rents which may be charged for such apartments. The Registrant
competes for tenants and acquisitions with others who may have greater financial resources than the Registrant.

Environmental Matters

Under various Federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for costs of
removal or remediation of certain hazardous or toxic substances on, under or in such property. Such enactments often impose liability without regard to whether the owner knew of, or was responsible
for, the presence of such hazardous or toxic substances. The presence of such substances, or the failure properly to remediate such substances, may affect adversely the owner's ability to sell or rent
such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances also may be liable for the costs of removal or
remediation of such substances at the disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws impose liability for release of
asbestos-containing materials ("ACMs") into the air and third parties may seek recovery from owners or operators of real property for personal injury associated with ACMs. In connection with
its ownership and operation of the Properties, the Registrant, the Operating Partnership, or any of their respective direct or indirect subsidiaries, as the case may be, potentially may be liable for
such costs.

Employees

As of December 31, 1999 the Registrant had 436 employees.

ITEM 2. PROPERTIES.

The Properties consist of 42 multifamily properties comprising 15,415 apartment units located in suburban Baltimore, Maryland; suburban Washington, D.C.;
southeastern Pennsylvania; Delaware; Charlotte, North Carolina; and Orlando and the Sarasota-Bradenton area, Florida.

The
average occupancy rate for all Properties for fiscal 1999 and fiscal 1998 was 94.7% and 94.1%, respectively. Tenant leases are generally for one-year terms, with
automatic two-month renewals after the completion of the first year, and often require security deposits. Approximately 96% of the apartments in the Properties are one-bedroom
and two-bedroom apartments. The balance are

3



three-bedroom
apartments. The Properties typically consist of two- and three-story buildings in a landscaped setting, many with amenities such as swimming pools, tennis courts, playgrounds
and community buildings. All apartments offer air conditioning. The majority of such buildings are of brick construction and all of the Properties are located in mature, fully-developed neighborhoods.
In 1997, the Registrant commenced a two-year program that provides for approximately $25 million in capital improvements. The capital improvements include paving, roofs, vinyl
siding and the expansion of an ongoing program to make such revenue-enhancing improvements as the modernization of kitchens and bathrooms and the installation of washers, dryers and carpeting within
certain apartment units.

The
following table presents certain additional information concerning the Properties:

|Property Name                                          |  | Square
Footage(1) |  | Number
Of Units |  | 1999
Average
Occupancy(2) |  
|------------------------------------------------------ |  | ----------------- |  | --------------- |  | ------------------------- | -
|Suburban Baltimore, Maryland                           |  |                   |  |                 |  |                           |  
|Town & Country Bowleys Quarters
Baltimore, Maryland    |  | 348,005           |  | 462             |  | 91.7                      | %
|Town & Country Charlesmont
Dundalk, Maryland           |  | 411,349           |  | 565             |  | 93.9                      | %
|Town & Country Cockeysville
Cockeysville, Maryland     |  | 502,878           |  | 540             |  | 95.5                      | %
|Town & Country Foxhaven
Baltimore, Maryland            |  | 404,628           |  | 460             |  | 91.1                      | %
|Town & Country Gardenwood
Baltimore, Maryland          |  | 427,760           |  | 492             |  | 94.0                      | %
|Town & Country Hallfield
Perry Hall, Maryland          |  | 63,276            |  | 75              |  | 96.5                      | %
|Town & Country Harford
Carney, Maryland                |  | 297,077           |  | 336             |  | 96.7                      | %
|Town & Country Hollows
Glen Burnie, Maryland           |  | 291,091           |  | 336             |  | 96.7                      | %
|Town & Country Ridgeview
Rossville, Maryland           |  | 217,849           |  | 257             |  | 93.2                      | %
|Town & Country Rolling Road
Baltimore, Maryland        |  | 324,401           |  | 384             |  | 97.0                      | %
|Town & Country Rossville
Rossville, Maryland           |  | 532,264           |  | 692             |  | 94.0                      | %
|Town & Country West/Greensview
Ellicott City, Maryland |  | 1,199,359         |  | 1,350           |  | 97.6                      | %
|Town & Country Woodhill
Glen Burnie, Maryland          |  | 281,860           |  | 334             |  | 93.0                      | %
|Town & Country Woodmoor
Baltimore, Maryland            |  | 341,188           |  | 424             |  | 90.8                      | %
|Versailles-North Charles
Towson, Maryland              |  | 252,669           |  | 210             |  | 96.0                      | %
|Stonegate
Elkton, Maryland                             |  | 282,072           |  | 260             |  | 95.0                      | %

4



|Suburban Washington, D.C.                               |  |         |  |     |  |      |  
|------------------------------------------------------- |  | ------- |  | --- |  | ---- | -
|Town & Country Montgomery Knolls
Gaithersburg, Maryland |  | 198,330 |  | 210 |  | 93.8 | %
|Town & Country Tall Oaks
Laurel, Maryland               |  | 368,224 |  | 352 |  | 95.6 | %
|Town & Country Willow Lake
Laurel, Maryland             |  | 380,748 |  | 456 |  | 96.6 | %
|Fox Run
Germantown, Maryland                            |  | 210,891 |  | 218 |  | 97.2 | %
|Southeastern Pennsylvania                               |  |         |  |     |  |      |  
|Hidden Village
Allentown, Pennsylvania                  |  | 223,006 |  | 264 |  | 95.3 | %
|Colonial Crest Emmaus
Emmaus, Pennsylvania              |  | 275,379 |  | 329 |  | 96.4 | %
|Town & Country Hanover
Hanover, Pennsylvania            |  | 186,366 |  | 215 |  | 94.9 | %
|Town & Country Colonial Park
Harrisburg, Pennsylvania   |  | 507,224 |  | 626 |  | 88.3 | %
|Town & Country Lancaster West
Lancaster, Pennsylvania   |  | 343,350 |  | 413 |  | 94.6 | %
|Town & Country Lancaster East
Lancaster, Pennsylvania   |  | 228,294 |  | 272 |  | 94.6 | %
|Town & Country York
York, Pennsylvania                  |  | 313,940 |  | 396 |  | 91.2 | %
|Rolling Hills
York, Pennsylvania                        |  | 145,100 |  | 184 |  | 97.3 | %
|Virginia Properties                                     |  |         |  |     |  |      |  
|Barton's Crossing
Alexandria, Virginia                  |  | 436,876 |  | 532 |  | 97.4 | %
|University Heights
Ashburn, Virginia                    |  | 400,122 |  | 466 |  | 98.9 | %
|The Glen at Leesburg
Leesburg, Virginia                 |  | 123,950 |  | 134 |  | 99.7 | %
|The Village at McNair Farms
Herndon, Virginia           |  | 220,748 |  | 283 |  | 98.5 | %
|Carlyle Station
Manassas, Virginia                      |  | 386,545 |  | 408 |  | 97.2 | %
|Delaware Property                                       |  |         |  |     |  |      |  
|Christina Mill
Newark, Delaware                         |  | 182,604 |  | 228 |  | 95.2 | %

5



|North Carolina Properties                             |  |            |  |        |  |      |  
|----------------------------------------------------- |  | ---------- |  | ------ |  | ---- | -
|Town & Country Forest Ridge
Charlotte, North Carolina |  | 333,258    |  | 330    |  | 89.5 | %
|Town & Country Fairington
Charlotte, North Carolina   |  | 267,300    |  | 250    |  | 90.2 | %
|Florida Properties                                    |  |            |  |        |  |      |  
|Town & Country Windermere Lakes
Orlando, Florida      |  | 223,332    |  | 276    |  | 94.3 | %
|Town & Country Twelve Oaks
Orlando, Florida           |  | 222,692    |  | 284    |  | 94.8 | %
|Town & Country at Kirkman
Orlando, Florida(3)         |  | 336,910    |  | 370    |  | 90.1 | %
|Town & Country McIntosh
Sarasota, Florida(4)          |  | 191,000    |  | 212    |  | 89.9 | %
|Town & Country Heron's Run
Sarasota, Florida(4)       |  | 245,250    |  | 274    |  | 87.0 | %
|Town & Country Perico
Bradenton, Florida(4)           |  | 239,032    |  | 256    |  | 92.2 | %
|Total                                                 |  |            |  |        |  |      |  
|                                                      |  | 13,368,197 |  | 15,415 |  |      |  
|                                                      |  |            |  |        |  |      |  

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Management of the Properties

Each of the Properties is managed on a day-to-day basis by the Operating Partnership.

Prior
to the Registrant's initial public offering, Michael H. Rosen was responsible for all day-to-day operations of the original twenty-six
Properties since 1975, Jennifer C. Munch was responsible for all financial operations of such Properties since 1968, and Mr. Lerner and Mr. Schulweis had served as President and a Vice
President, respectively of the predecessor manager of such Properties since 1979.

The
Operating Partnership emphasizes involved, hands-on management in the operation of the Properties. The Operating Partnership's two Regional Managers visit each
Property in their respective regions generally on a weekly basis, while Mr. Rosen visits every Property generally on a monthly basis. The Regional Managers supervise the Property Managers at
each Property in their region, who in turn
supervise the Assistant Property Managers, leasing representatives and office, maintenance, custodial and grounds personnel at each Property. The performance of each Property is evaluated regularly by
senior management.

6



Since
1979, the Operating Partnership (or its predecessor manager) has operated its own internal credit and collection bureau, headquartered in suburban Baltimore with an additional
office in Pennsylvania. This unit investigates the credit and verifies the references of all tenant applications to the Properties through various means, including access to major national credit
bureaus. The credit and collection bureau also actively seeks to recover any delinquent rental payments from former tenants of the Properties.

The
Registrant's management manages all of the Properties and makes all strategic decisions concerning, and retains final authority over, all operating matters at the Properties. The
Registrant's management continues to supervise the Operating Partnership, which performs day-to-day property management functions at the Properties and will manage any
additional properties purchased by the Registrant in the future. These functions include rental management, data processing, maintenance, accounting, marketing, promotion and security. A program of
regular preventive maintenance has been and will continue to be used by the Operating Partnership, together with renovations and refurbishing, to preserve and enhance the value of the Registrant's
portfolio.

ITEM 3. LEGAL PROCEEDINGS

There were no legal proceedings pending at December 31, 1999 or as of the date of this report to which the Registrant, the Operating Partnership or any
of the Property Partnerships is a party or to which the Properties are subject that are likely to have a material adverse impact on the Registrant's operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

EXECUTIVE OFFICERS OF THE REGISTRANT

The age (as of March 15, 2000), business experience during the past five years and offices presently held by Messrs. Lerner and Schulweis are set
forth under the caption "Election of Trustees" in the Registrant's Proxy Statement dated March 24, 2000, previously filed with the Commission (Exhibit 99), which information is
incorporated herein by reference. Such information in respect of each of the Registrant's Executive Officers who are not Trustees is reported below. The Registrant's Bylaws provide that officers shall
hold office until their successors are elected and qualified.

Michael
H. Rosen: Age 56. Mr. Rosen, Chief Operating Officer of the Registrant, has served as Executive Vice President since the Registrant's initial public offering. Prior to
such time, he had served as Executive Vice President of The Town and Country Management Corporation, responsible for all day-to-day operations, since 1979.

Jennifer
C. Munch: Age 52. Mrs. Munch has served as Senior Vice President and Treasurer of the Registrant since February 2000. Previously, she served as Vice
PresidentTreasurer of the Registrant since the Registrant's initial public offering. Prior to such time, she had served as Controller of The Town and Country Management Corporation,
responsible for all financial operations, since 1979, Vice
PresidentController since 1983, and Senior Vice PresidentController since December 1991. Mrs. Munch is a Certified Public Accountant.

Alan
W. Lasker: Age 53. Mr. Lasker has served as Senior Vice PresidentFinance of the Registrant since February 2000. Prior thereto, he served as Vice
PresidentFinance of the Registrant since July, 1997. Mr. Lasker also has served as Senior Vice President of Schulweis Realty, Inc., real estate ownership and management,
since 1991. Mr. Lasker is a Certified Public Accountant.

7



## 

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON SHARES OF BENEFICIAL INTEREST AND RELATED SHAREHOLDER MATTERS

Information
in response to this Item is set forth on the inside back cover page of the Registrant's 1999 Annual Report to Shareholders (Exhibit 13), which information is
incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

Information in response to this Item is set forth on page 28 of the Registrant's 1999 Annual Report to Shareholders (Exhibit 13), which information is
incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Information
in response to this Item is set forth on pages 25 through 27 of the Registrant's 1999 Annual Report to Shareholders (Exhibit 13), which information is incorporated
herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information in response to this Item is set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of
OperationsLiquidity and Capital Resources" on page 26 of the Registrant's 1999 Annual Report to Shareholders (Exhibit 13), which information is incorporated herein by
reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The
financial statements, together with the report thereon of Ernst & Young LLP dated February 1, 2000, appearing on page 24 of the Registrant's 1999 Annual Report to
Shareholders (Exhibit 13), are incorporated herein by reference.

Information
in response to this Item is set forth in the financial statement schedules appearing on pages F-1 through F-3 of this Form 10-K.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information concerning the Registrant's Trustees is set forth under the captions "Election of Trustees" and "Compliance with Section 16(a) of the
Securities Exchange Act of 1934" in the Registrant's Proxy Statement dated March 24, 2000, previously filed with the Commission (Exhibit 99), which information is incorporated herein by
reference. The information required by this Item in respect of the Registrant's Executive Officers who are not Trustees is set forth in Item 4 on page 7 of this Form 10-K and is
incorporated herein by reference.

8



ITEM 11. EXECUTIVE COMPENSATION

Information in response to this Item is set forth under the caption "Compensation of Executive Officers" in the Registrant's Proxy Statement dated
March 24, 2000, previously filed with the Commission (Exhibit 99), which information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information in response to this Item is set forth under the caption "Ownership of Common Shares of Beneficial Interest" in the Registrant's Proxy Statement
dated March 24, 2000, previously filed with the Commission (Exhibit 99), which information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information in response to this Item is set forth under the caption "Election of TrusteesCertain Related Transactions; Compensation Committee
Interlocks and Insider Participation" in the Registrant's Proxy Statement dated March 24, 2000, previously filed with the Commission (Exhibit 99), which information is incorporated
herein by reference.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

|                                                                                                                                                                                                                                                                                              |  |     |  |                                                                                                                                                                    |  | PAGE
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                                                                                                                                                                              |  | (1) |  | Financial Statements:                                                                                                                                              |  |     
|                                                                                                                                                                                                                                                                                              |  |     |  | Report of Independent Auditors                                                                                                                                     |  | 24* 
|                                                                                                                                                                                                                                                                                              |  |     |  | Consolidated Balance Sheets of the Registrant at December 31, 1999 and at December 31, 1998                                                                        |  | 14* 
|                                                                                                                                                                                                                                                                                              |  |     |  | Consolidated Statements of Operations of the Registrant for the years ended December 31, 1999, December 31, 1998 and December 31, 1997                             |  | 15* 
|                                                                                                                                                                                                                                                                                              |  |     |  | Consolidated Statements of Shareholders' Equity of the Registrant for the years ended December 31, 1999, December 31, 1998 and December 31, 1997                   |  | 16* 
|                                                                                                                                                                                                                                                                                              |  |     |  | Consolidated Statements of Cash Flows of the Registrant for the years ended December 31, 1999, December 31, 1998 and December 31, 1997                             |  | 17* 
|                                                                                                                                                                                                                                                                                              |  |     |  | Notes to Consolidated Financial Statements of the Registrant                                                                                                       |  | 18* 
|*Incorporated by reference from the indicated page of the Registrant's 1999 Annual Report to Shareholders. With the exception of this information and the information incorporated
in Items 5, 6, 7 and 8, the 1999 Annual Report to Shareholders is not deemed filed as part of this report.
|                                                                                                                                                                                                                                                                                              |  | (2) |  | Financial Statement Schedules:                                                                                                                                     |  |     
|                                                                                                                                                                                                                                                                                              |  |     |  | Schedule IIIReal Estate and Accumulated Depreciation                                                                                                              |  | F-1 
|All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.                                                                                                                                           
|                                                                                                                                                                                                                                                                                              |  | (3) |  | Exhibits                                                                                                                                                           |  |     
|
|3.1                                                                                                                                                                                                                                                                                           |  |     |  | First Amended and Restated Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-11 (No. 33-63150)).
|                                                                                                                                                                                                                                                                                              |  |     |  |                                                                                                                                                                    |  |     

9



|3.2   |  |  |  | By-Laws (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-ll (No. 33-63150)).                                                                                                                                                                                                                                                                                                                                                             
|----- |  |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1  |  |  |  | Amended and Restated Agreement of Limited Partnership of The TC Operating Limited Partnership dated as of January 26, 1995 (incorporated by reference to Exhibit 10.1(b) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1994).                                                                                                                                                                                                                  
|10.2* |  |  |  | Registrant's Amended and Restated 1993 Long Term Incentive Plan (incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).                                                                                                                                                                                                                                                                                
|10.3* |  |  |  | Registrant's 1997 Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997).                                                                                                                                                                                                                                                                                                     
|10.4  |  |  |  | Master Credit Facility Agreement, dated as of September 26, 1997, entered into by and among the Registrant, the TC Operating Limited Partnership, The Town and Country Holding Corporation, The TC Property Company, The Town and Country Oriole
Corporation, each of the Property Partnerships and Washington Mortgage Financial Group, Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997)
 .
|10.5  |  |  |  | Form of Payment Guaranty executed by each of the Property Partnerships in favor of Washington Mortgage Financial Group, Ltd. (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997).                                                                                                                                                                                                                   
|10.6  |  |  |  | Form of Amended and Restated Multifamily Deed of Trust, together with Riders thereto, executed by each of the Property Partnerships (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997).                                                                                                                                                                                                            
|10.7  |  |  |  | Form of Amended and Restated Indemnity Multifamily Deed of Trust, together with Riders thereto, executed by each of the Property Partnerships (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997).                                                                                                                                                                                                  
|10.8  |  |  |  | Financing Agreement dated September 25, 1998, by and among the Registrant, The TC Operating Limited Partnership, The TC Property Company II and Allfirst Bank (fka The First National Bank of Maryland) (incorporated by reference to Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).                                                                                                                                        
|10.9* |  |  |  | Adoption Agreement for Benefit Designers of Maryland, Inc. Non-Standardized 401(k) Profit Sharing Plan and Trust of The Town and Country Management Company (incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form
 10-K for the year ended December 31, 1999).                                                                                                                                                                                          
|13    |  |  |  | The Registrant's 1999 Annual Report to Shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                    
|21    |  |  |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|23    |  |  |  | Consent of Independent Auditors                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|24    |  |  |  | Powers of Attorney                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

10



|27 |  |  |  | Financial Data Schedule(1)                                                        
|-- |  |  |  | ----------------------------------------------------------------------------------
|99 |  |  |  | The Registrant's Notice of Annual Meeting and Proxy Statement dated March 24, 2000

On
December 29, 1999, the Registrant filed a report on Form 8-K dated March 31, 1998. The filing was made under Item 5 to report the Registrant's
acquisition of eight multi-family apartment communities between March 31, 1998 and October 5, 1999. The following financial statements for such acquired properties were filed with such
Form 8-K:



---

11





## 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                      |  | THE TOWN AND COUNTRY TRUST
|--------------------- |  | --------------------------
|                      |  |                           
|                      |  | By:                       
|Dated: March 30, 2000 |  |                           

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

|Signature                                                 |  | Title                                                                |  | Date          
|--------------------------------------------------------- |  | -------------------------------------------------------------------- |  | --------------
|                                                          |  |                                                                      |  |               
|/s/HARVEY SCHULWEISHarvey Schulweis                       |  | Principal Executive Officer, Principal Financial Officer and Trustee |  | March 30, 2000
|/s/JENNIFER C. MUNCHJennifer C. Munch                     |  | Principal Accounting Officer                                         |  | March 30, 2000
|Alfred Lerner*                                            |  | Trustee                                                              |  |               
|James H. Berick*                                          |  | Trustee                                                              |  |               
|H. Grant Hathaway*                                        |  | Trustee                                                              |  |               
|Milton A. Wolf*                                           |  | Trustee                                                              |  |               
|*By: /s/HARVEY SCHULWEISHarvey Schulweis Attorney-in-Fact |  |                                                                      |  | March 30, 2000

---

12





## 

Schedule IIIReal Estate and Accumulated Depreciation

The Town and Country Trust

December 31, 1999

|                                |  |   |         | Inital Cost(c) |   | Subsequent to
Acquisition(d) |  | Gross Amount at Which
Carried at Close of Period |         |  |   |        |  |  
|------------------------------- |  | - | ------- | -------------- | - | ---------------------------- |  | ------------------------------------------------ | ------- |  | - | ------ |  | -
|
|
|Maryland                        |  |   |         |                |   |                              |  |                                                  |         |  |   |        |  |  
|Foxhaven                        |  | $ | 8,397   |                | $ | 1,849                        |  | $                                                | 11,929  |  | $ | 2,360  |  | $
|Gardenwood                      |  |   | 11,080  |                |   | 0                            |  |                                                  | 17,182  |  |   | 2,390  |  |  
|West/Greensview/West Commercial |  |   | 32,688  |                |   | 8,824                        |  |                                                  | 37,783  |  |   | 6,525  |  |  
|Montgomery Knolls               |  |   | 5,058   |                |   | 1,505                        |  |                                                  | 6,889   |  |   | 1,082  |  |  
|Hollows                         |  |   | 7,230   |                |   | 1,424                        |  |                                                  | 10,401  |  |   | 1,584  |  |  
|Rolling Road                    |  |   | 8,491   |                |   | 0                            |  |                                                  | 13,376  |  |   | 2,432  |  |  
|Woodhill                        |  |   | 6,602   |                |   | 1,317                        |  |                                                  | 10,097  |  |   | 1,823  |  |  
|Woodmoor                        |  |   | 7,081   |                |   | 1,690                        |  |                                                  | 11,110  |  |   | 2,320  |  |  
|Hallfield                       |  |   | 1,535   |                |   | 320                          |  |                                                  | 2,240   |  |   | 290    |  |  
|Ridgeview                       |  |   | 5,382   |                |   | 1,138                        |  |                                                  | 7,513   |  |   | 1,040  |  |  
|Charlesmont                     |  |   | 10,292  |                |   | 2,049                        |  |                                                  | 13,972  |  |   | 2,949  |  |  
|Boeley's Quarters               |  |   | 8,692   |                |   | 1,795                        |  |                                                  | 10,549  |  |   | 2,594  |  |  
|Harford                         |  |   | 7,398   |                |   | 1,474                        |  |                                                  | 10,511  |  |   | 1,352  |  |  
|Tall Oaks                       |  |   | 8,718   |                |   | 1,397                        |  |                                                  | 9,845   |  |   | 2,149  |  |  
|Willow Lake                     |  |   | 10,233  |                |   | 1,781                        |  |                                                  | 14,088  |  |   | 5,671  |  |  
|Cockeysville                    |  |   | 12,429  |                |   | 2,749                        |  |                                                  | 18,151  |  |   | 5,809  |  |  
|Rossville                       |  |   | 14,456  |                |   | 3,136                        |  |                                                  | 19,944  |  |   | 3,222  |  |  
|Versailles                      |  |   | 7,010   |                |   | 1,599                        |  |                                                  | 10,921  |  |   | 2,773  |  |  
|Fox Run                         |  |   | 500     |                |   | 2,498                        |  |                                                  | 11,412  |  |   | 397    |  |  
|Stonegate                       |  |   | 10,993  |                |   | 2,887                        |  |                                                  | 13,261  |  |   | 396    |  |  
|Pennsylvania                    |  |   |         |                |   |                              |  |                                                  |         |  |   |        |  |  
|Hidden Village                  |  |   | 5,416   |                |   | 1,229                        |  |                                                  | 7,447   |  |   | 861    |  |  
|Emmaus                          |  |   | 8,077   |                |   | 1,394                        |  |                                                  | 9,577   |  |   | 1,783  |  |  
|Hanover                         |  |   | 3,837   |                |   | 590                          |  |                                                  | 4,946   |  |   | 1,008  |  |  
|Colonial Park                   |  |   | 12,349  |                |   | 3,033                        |  |                                                  | 16,905  |  |   | 3,165  |  |  
|Lancaster East                  |  |   | 5,432   |                |   | 812                          |  |                                                  | 8,249   |  |   | 1,506  |  |  
|Lancaster West                  |  |   | 8,322   |                |   | 1,285                        |  |                                                  | 12,794  |  |   | 2,149  |  |  
|York                            |  |   | 8,047   |                |   | 1,951                        |  |                                                  | 10,622  |  |   | 1,222  |  |  
|Rolling Hills                   |  |   | 4,750   |                |   | 1,282                        |  |                                                  | 5,842   |  |   | 444    |  |  
|Virginia                        |  |   |         |                |   |                              |  |                                                  |         |  |   |        |  |  
|Barton's Crossing               |  |   | 25,250  |                |   | 7,320                        |  |                                                  | 33,845  |  |   | 1,872  |  |  
|The Glen                        |  |   | 500     |                |   | 1,157                        |  |                                                  | 5,269   |  |   | 253    |  |  
|McNair Farms                    |  |   | 500     |                |   | 3,564                        |  |                                                  | 16,237  |  |   | 757    |  |  
|University Heights              |  |   | 500     |                |   | 5,789                        |  |                                                  | 26,371  |  |   | 435    |  |  
|Carlyle Station                 |  |   | 15,101  |                |   | 4,259                        |  |                                                  | 19,610  |  |   | 831    |  |  
|Delaware                        |  |   |         |                |   |                              |  |                                                  |         |  |   |        |  |  
|Christina Mill                  |  |   | 8,906   |                |   | 2,288                        |  |                                                  | 10,454  |  |   | 287    |  |  
|North Carolina                  |  |   |         |                |   |                              |  |                                                  |         |  |   |        |  |  
|Forest Ridge                    |  |   | 12,050  |                |   | 3,369                        |  |                                                  | 15,705  |  |   | 392    |  |  
|Fairington                      |  |   | 11,425  |                |   | 3,307                        |  |                                                  | 15,066  |  |   | 118    |  |  
|Florida                         |  |   |         |                |   |                              |  |                                                  |         |  |   |        |  |  
|Windermere                      |  |   | 9,700   |                |   | 2,809                        |  |                                                  | 12,797  |  |   | 119    |  |  
|Twelve Oaks                     |  |   | 10,128  |                |   | 3,100                        |  |                                                  | 13,711  |  |   | 92     |  |  
|Heron's Run                     |  |   | 7,748   |                |   | 2,795                        |  |                                                  | 12,754  |  |   | 40     |  |  
|Kirkman                         |  |   |         |                |   | 4,565                        |  |                                                  | 20,795  |  |   | 192    |  |  
|Perico                          |  |   | 10,493  |                |   | 2,491                        |  |                                                  | 11,248  |  |   | 40     |  |  
|Mcintosh                        |  |   | 7,895   |                |   | 2,029                        |  |                                                  | 9,194   |  |   | 52     |  |  
|Miscellaneous Investments       |  |   | 84,250  |                |   | 0                            |  |                                                  | 814     |  |   | 1,694  |  |  
|                                |  |   |         |                |   |                              |  |                                                  |         |  |   |        |  |  
|Total                           |  | $ | 444,941 |                | $ | 99,850                       |  | $                                                | 561,426 |  | $ | 68,470 |  | $
|                                |  |   |         |                |   |                              |  |                                                  |         |  |   |        |  |  

F-1



Notes to Schedule III

The Town and Country Trust

(In thousands)

|Balance at January 1, 1994                       |  | $ | 491,489 |  
|------------------------------------------------ |  | - | ------- | -
|Acquisitions of new partnerships                 |  |   | 53,259  |  
|Other additions, net of dispositions during 1994 |  |   | 6,595   |  
|                                                 |  |   |        
|Balance at December 31, 1994                     |  |   | 551,343 |  
|Other additions, net of dispositions during 1995 |  |   | 6,757   |  
|                                                 |  |   |        
|Balance at December 31, 1995                     |  |   | 558,100 |  
|Other additions, net of dispositions during 1996 |  |   | 6,343   |  
|                                                 |  |   |        
|Balance at December 31, 1996                     |  |   | 564,443 |  
|Other additions net of dispositions              |  |   | 9,509   |  
|                                                 |  |   |        
|Balance at December 31, 1997                     |  |   | 573,952 |  
|Acquisitions of new partnerships                 |  |   | 69,835  |  
|Other additions net of dispositions              |  |   | 22,303  |  
|                                                 |  |   |        
|Balance at December 31, 1998                     |  |   | 666,090 |  
|Acquisitions of new partnerships                 |  |   | 65,900  |  
|Other additions                                  |  |   | 13,964  |  
|Other dispositions                               |  |   | (16,208 | )
|                                                 |  |   |        
|Balance at December 31, 1999                     |  | $ | 729,746 |  
|                                                 |  |   |        

F-2



|Balance at January 1, 1994                    |  | $ | 127,124
|--------------------------------------------- |  | - | -------
|1994 depreciation expense, net of retirements |  |   | 23,380 
|                                              |  |  
|Balance at December 31, 1994                  |  |   | 150,504
|1995 depreciation expense, net of retirements |  |   | 24,047 
|                                              |  |  
|Balance at December 31, 1995                  |  |   | 174,551
|1996 depreciation expense, net of retirements |  |   | 24,138 
|                                              |  |  
|Balance at December 31, 1996                  |  |   | 198,689
|1997 depreciation expense, net of retirements |  |   | 24,257 
|                                              |  |  
|Balance at December 31, 1997                  |  |   | 222,946
|1998 depreciation expense, net of retirements |  |   | 25,465 
|                                              |  |  
|Balance at December 31, 1998                  |  |   | 248,411
|1999 depreciation expense, net of retirements |  |   | 15,769 
|                                              |  |  
|Balance at December 31, 1999                  |  | $ | 264,180
|                                              |  |  

|                                  |  | Assets acquired
prior to
January 1, 1994 |  | Assets acquired
subsequent to
December 31, 1993
|--------------------------------- |  | ---------------------------------------- |  | -----------------------------------------------
|Buildings                         |  | 27.5 years                               |  | 40 years                                       
|Building improvements             |  | 15 to 19 years                           |  | 20 years                                       
|Furniture, fixtures and equipment |  | 3 to 7 years                             |  | 5 to 12 years                                  

F-3





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