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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K/A

(Mark One)

x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2002

or

o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the transition period from            to

COMMISSION FILE NUMBER 1-12514

KEYSTONE PROPERTY TRUST

(Exact name of registrant as specified in its charter)

MARYLAND
(State or other jurisdiction of
incorporation or organization)200 Four Falls, Suite 208
West Conshohocken, Pennsylvania
(Address of principal executive offices)
    
    84-1246585
(I.R.S. Employer
Identification No.)19428
(Zip Code)


REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (484) 530-1800

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE
ACT OF 1934:

TITLE OF EACH CLASS
COMMON SHARES, $.001 PAR VALUE
SERIES D CUMULATIVE REDEEMABLE
PREFERRED STOCK, $.001 PAR VALUE
    
    NAME OF EACH EXCHANGE ON WHICH
REGISTERED
NEW YORK STOCK EXCHANGE
NEW YORK STOCK EXCHANGE






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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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  o

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. o

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes x No o

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant (based upon the closing price on the New York
Stock Exchange) on June 30, 2003 was approximately $370.6 million. As of
February 17, 2003, there were 26,425,019 Common Shares, $.001 par value,
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement relating to the annual meeting of shareholders
of Keystone Property Trust to be held in 2003 and to be filed within 120 days
after the close of the Registrants fiscal year are incorporated by reference
into Part III of this Form 10-K.





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ITEM 15. EXHIBITS, FINANCIAL STATEMENT, SCHEDULES AND REPORTS ON FORM 8-K.

This amendment to our Annual Report on Form 10-K is being filed in order to
name KPMG LLP as our expert in accounting and auditing. On February 18, 2004,
KPMG LLP consented to the reference to it under the heading Experts in the
registration statements on Form S-3 (File Nos. 333-59251, 333-67637, 333-74277,
333-77627, 333-89095, 333-92741, 333-31504 and 333-110450) and Form S-8 (File
No. 333-70529) of Keystone Property Trust (the Registration Statements). A
copy of the consent of KPMG LLP is included as Exhibit 23.2.

The consolidated financial statements and schedules of Keystone Property Trust
and subsidiaries as of December 31, 2002 and 2001, and for each of the years in
the three-year period ended December 31, 2002 included in this Annual Report on
Form 10K/A have been incorporated by reference in the Registration Statements
in reliance upon the report of KPMG LLP, independent accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing. The report of KPMG LLP dated January 28, 2003 refers
to the fact that Keystone Property Trust has adopted Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assetsas of January 1, 2002.

The remainder of this Item 15 as originally filed remains unchanged and is
hereby incorporated by reference.



|(c) |  | Exhibits
|--- |  | --------

Exhibit 23.2
    
    Consent of KPMG LLPExhibit 31.1
    
    Certification of Principal Executive OfficerExhibit 31.2
    
    Certification of Principal Financial Officer


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SIGNATURES

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

KEYSTONE PROPERTY TRUST

By: /s/ JEFFREY E. KELTER
Jeffrey E. Kelter
President and Chief Executive Officer
Date: February 18, 2004

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