UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    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,  1997
                                       -----------------------------------------
or
[  ]  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  Number          1-12286
                        --------------------------------------------------------
                            Mid-Atlantic Realty Trust
--------------------------------------------------------------------------------
(Exact  name  of  registrant  as  specified  in  its  charter)

            Maryland                                              52-1832411
-----------------------------------                         --------------------
(State  or  other  jurisdiction  of                          (I.R.S.  Employer
  incorporation  or  organization)                          Identification  No.)

170 West Ridgely Road, Suite 300 - Lutherville, Maryland            21093
--------------------------------------------------------         -----------
(Address  of  principal  executive  offices)                     (Zip  Code)

Registrant's  telephone  number,  including  area  code        (410) 684-2000
                                                               --------------
Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

                                      NONE
--------------------------------------------------------------------------------

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

              Common Shares of Beneficial Interest, $.01 par value
--------------------------------------------------------------------------------
                                (Title of Class)

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.
                                             X    Yes          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 the
Form  10-K.  [  X  ]

As  of  March  12,  1998,  14,518,817  common  shares  of beneficial interest of
Mid-Atlantic  Realty  Trust  were  outstanding and the aggregate value of common
stock  (based upon the $13.75 closing price on that date) held by non-affiliates
was  approximately  $199,634,000.

                       Documents Incorporated by Reference

The  definitive  proxy  statement  with  respect  to  the 1998 annual meeting of
Mid-Atlantic  Realty  Trust  shareholders
(to  be  filed).

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -   PAGE 13
<PAGE>

PART I

ITEM 1  -  BUSINESS

Mid-Atlantic  Realty  Trust  was  incorporated  June  29,  1993,  and  commenced
operations effective with the completion of its initial public share offering on
September 11, 1993. Mid-Atlantic Realty Trust is the successor to the operations
of BTR Realty, Inc. and qualifies as a real estate investment trust, "REIT", for
Federal  income  tax  purposes. As used herein, the term "MART" or the "Company"
refers  to  Mid-Atlantic  Realty Trust and entities owned or controlled by MART,
including  MART  Limited  Partnership  (the  "Operating  Partnership").

     The  Company  is  a  fully  integrated,  self-administered  real  estate
investment  trust which owns, acquires, develops, redevelops, leases and manages
primarily  neighborhood  or  community  shopping  centers in the Middle Atlantic
region  of  the  United  States. The Company's primary objectives are to enhance
funds  from  operations  ("FFO")  per  share  and maximize shareholder value. To
achieve  its  objectives,  the  Company  seeks  to  operate  its  properties for
long-term  FFO  growth.  The  Company  also  acquires  neighborhood or community
shopping  centers  that  either have dominant anchor tenants or contain a mix of
tenants  which  reflects  the  shopping needs of the communities they serve. The
Company  also develops and redevelops shopping centers on a tenant-driven basis,
leveraging  either  existing  tenant relationships or geographic and demographic
knowledge  while  seeking to minimize exposure to risk associated with long-term
land  development.

     The  Company's  financial  strategy  is to execute its operating and growth
strategies  by  utilizing  a  blend  of  internally generated funds, issuance of
Operating  Partnership  Units,  defined  below,  proceeds  from  divestitures,
institutional  borrowings  and  issuance  of  corporate  equity  or  debt,  as
appropriate.  The  Company  intends to maintain a ratio of secured debt to total
estimated  property  value  at  or  below  50%.

     The  Company  has  an  equity  interest  in  twenty-nine operating shopping
centers,  twenty-four of which are wholly owned by the Company and five in which
the  Company  has interests ranging from 50% to 93%, as well as other commercial
properties,  collectively the "Properties". The Properties have a gross leasable
area  of  approximately  4,225,000  square  feet, of which approximately 95% was
leased at December 31, 1997. Of these Properties, approximately 97% of the gross
leasable area is in the states of Maryland, Virginia, New York and Delaware. The
Company  also  owns seven undeveloped parcels of land totaling approximately 132
acres  and  varying  in  size  from  three  to  41  acres.

     All  of  MART's interests in the Properties are held directly or indirectly
by,  and  substantially  all  of  its  operations relating to the Properties are
conducted  through  the  Operating Partnership. Units of partnership interest in
the Operating Partnership ("Units") may be exchanged by the limited partners for
cash  or  common  shares  of beneficial interest in MART on a one-for-one basis.
MART  controls  the  Operating Partnership as the sole general partner, and owns
approximately  82%  of  the  Units  at  December  31,  1997.

     The business of the Company is not materially affected by seasonal factors.
Although  construction  may  be  affected  to  some  extent by inclement weather
conditions, usually during winter months, property sales and revenue from income
producing  properties  held  for  investment  are  usually  not  so  affected.

     The  commercial  real estate development and investment industry is subject
to  widespread  competition  for  desirable  sites,  tenants  and financing. The
industry  is  extremely  fragmented  and  there  are  no  principal  methods  of
competition. However, the  ability  to  compete  is  dependent  in part upon the
ability to find and complete appropriate real estate  investments  in  a  timely
manner. While many competitors have fewer assets and  financial  resources  than
the  Company,  there  are  many  competitors  with  greater financial  resources
competing for similar business opportunities. Accordingly, it  is  not  possible
to  estimate  the  Company's position in the industry. In addition,  certain  of
the  Company's  real estate projects are near unimproved  sites  that  could  be
developed commercially and would provide  further  competition to  the  Company.
The  management  of  the  Company believes, however, that the  Company  competes
favorably  in  the  industry  due  to  the  quality  of  its  developments,  its
ability  to take advantage of opportunities as they arise, its access to capital
and  its  reputation.

     The  Company  has 56 full time employees and believes that its relationship
with  its  employees  is  good.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -    PAGE 14
<PAGE>

ITEM 2  -  PROPERTIES

The  following  schedule  describes  the Company's properties as of December 31,
1997:

<TABLE>
<CAPTION>
SHOPPING  CENTER  PROPERTIES(1)
                                                                     Year(s)       
Gross
                                             Percent      Year       Built/     
Leasable Area   Percent
                                            Ownership   Acquired  Redeveloped     
(Sq. Ft.)      Leased        Major
Tenants
<S>                                         <C>         <C>       <C>           
<C>             <C>       <C>
--------------------------------------------------------------------------------
-------------------------------------------------
Maryland
--------------------------------------------------------------------------------
-------------------------------------------------
Baltimore Metropolitan Area:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - - - - - - -- - - - - - - - 
Harford Mall and Business Center(2)               100%     1972*  1972/1984-96         
615,000      
98%  Hecht's, Montgomery
                                                                                                          
Ward, Best Buy
Lutherville Station Shopping Center(3)            100%      1993     1969/1997         
285,000     
100%  Metro Food Market,
                                                                                                          
Caldor, Circuit City
Arundel Plaza Shopping Center                      67%      1997        1967/-         
236,000       97% 
Giant Food, Lowe's Home
                                                                                                          
Center
Timonium Shopping Center                          100%      1997        1962/-         
207,000       90% 
Ames, Sony Theaters,
                                                                                                          
Blockbuster
Perry Hall Shopping Center                        100%      1997     1965/1996         
195,000       90% 
Metro Food Market (on
                                                                                                          
own pad), Rite Aid,
                                                                                                          
Frank's Nursery & Crafts,
                                                                                                          
Outback Steakhouse,
                                                                                                          
Radio Shack
Enchanted Forest Shopping Center                  100%      1997        1992/-         
140,000       97% 
Safeway, Petco
Wilkens Beltway Plaza Shopping Center              93%     1981*      1985-87/         
132,000      
97%  Giant Food, Provident
                                                                     1991/1995                            
Bank, Radio Shack
New Town Village Shopping Center                  100%     1995*        1995/-         
118,000       99% 
Giant Food, Blockbuster,
                                                                                                          
Starbucks
Ingleside Shopping Center                         100%      1997     1963/1996         
115,000      100% 
Safeway, Rite Aid, First
                                                                                                          
National Bank,
                                                                                                          
Blockbuster
Shawan Plaza Shopping Center                      100%      1997        1991/-          
95,000      100% 
Giant Food, Nationsbank,
                                                                                                          
Provident Bank
Glen Burnie Village Shopping Center               100%      1997        1972/-          
94,000       87% 
Rite Aid, Firestone,
                                                                                                          
First National Bank,
                                                                                                          
West Marine
York Road Plaza Shopping Center                   100%     1967*     1967/1996          
91,000      
98%  Giant Food, Firestone,
                                                                                                          
Starbucks, Boston
                                                                                                          
Market, Bruegger's
Radcliffe Shopping Center at Towson               100%      1997     1988/1993          
86,000     
100%  CVS Drug, CompUSA,
                                                                                                          
Linens N'Things
Rosedale Plaza Shopping Center                    100%      1989        1972/-          
73,000       78% 
Valu Food, Rite Aid
Patriots Plaza Shopping Center(3)                  50%     1984*        1984/-          
67,000       53% 
Denny's, Dunkin Donuts
Rolling Road Plaza Shopping Center                100%     1973*     1973/1994          
63,000      
92%  AMF, Firestone
Timonium Crossing Shopping Center                 100%      1997     1986/1996          
60,000      
89%  Bibelot, Cosmetic Center
Club Centre at Pikesville Shopping Center         100%      1997        1990/-          
44,000       95% 
Blockbuster

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -     PAGE 15
<PAGE>

ITEM 2     PROPERTIES  (Continued)

SHOPPING CENTER PROPERTIES  (Continued)

                                                                 Year(s)         
Gross
                                         Percent      Year        Built/      
Leasable Area   Percent
                                        Ownership   Acquired   Redeveloped      
(Sq. Ft.)      Leased
--------------------------------------------------------------------------------
----------------------
Easton:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Shoppes at Easton Shopping Center             100%      1994          1994/-         
113,000       97%
--------------------------------------------------------------------------------
----------------------
Delaware
--------------------------------------------------------------------------------
----------------------
Wilmington:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Brandywine Commons Shopping Center(3)         100%      1995          1992/-         
164,000     
100%
Milford:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Milford Commons Shopping Center               100%      1997            1994          
61,000      100%
--------------------------------------------------------------------------------
----------------------
Pennsylvania
--------------------------------------------------------------------------------
----------------------
Chambersburg:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Wayne Avenue Plaza Shopping Center(4)         100%      1998       1990/1993         
121,000      
96%
Waynesboro:
- --- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Wayne Heights Plaza Shopping Center(5)        100%      1998          1975/-         
109,000       96%
--------------------------------------------------------------------------------
----------------------
New York
--------------------------------------------------------------------------------
----------------------
Colonie:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Colonie Plaza Shopping Center                 100%     1987*          1987/-         
140,000       97%
East Greenbush:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Columbia Plaza Shopping Center                100%     1988*       1988/1997         
132,000       93%
--------------------------------------------------------------------------------
----------------------
Virginia
--------------------------------------------------------------------------------
----------------------
Burke:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Burke Town Plaza Shopping Center(3)           100%     1979*  1979-1982/1997         
115,000      
95%
Fredericksburg:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Spotsylvania Crossing Shopping Center          93%     1987*       1987/1991         
142,000      
98%
Harrisonburg:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Skyline Village Shopping Center               100%     1988*       1988/1992         
127,000       99%
Manassas:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Sudley Towne Plaza Shopping Center            100%     1984*          1984/-         
108,000       98%
Prince William County:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Smoketown Plaza Shopping Center                93%     1987*       1987/1994         
176,000       99%
--------------------------------------------------------------------------------
----------------------
Arizona
--------------------------------------------------------------------------------
----------------------
Page:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - 
Gateway Park Shopping Center(6)               100%      1991          1991/-          
82,000       77%
    Store, Wal-Mart (on
    own pad)

                                               Major Tenants
Easton:
Shoppes at Easton Shopping Center       Giant Food, Wal-Mart
                                        (on own pad)
--------------------------------------------------------------------
Delaware
--------------------------------------------------------------------
Wilmington:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Brandywine Commons Shopping Center(3)   Shop Rite, Computer City,
                                        Sports Authority
Milford:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Milford Commons Shopping Center         Food Lion, Fashion Bug,
                                        Wal-Mart (on own pad)
--------------------------------------------------------------------
Pennsylvania
--------------------------------------------------------------------
Chambersburg:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Wayne Avenue Plaza Shopping Center(4)   Giant Food (of Carlisle),
                                        CVS Drug, Blockbuster
Waynesboro:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Wayne Heights Plaza Shopping Center(5)  Martins (Giant of Carlisle),
                                        Ames, Thrift Drug
--------------------------------------------------------------------
New York
--------------------------------------------------------------------
Colonie:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Colonie Plaza Shopping Center           Price Chopper, Fashion Bug
East Greenbush:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Columbia Plaza Shopping Center          Price Chopper,
                                        Ben Franklin
--------------------------------------------------------------------
Virginia
--------------------------------------------------------------------
Burke:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Burke Town Plaza Shopping Center(3)     Safeway, CVS Drug
Fredericksburg:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Spotsylvania Crossing Shopping Center   Giant Food (on own pad),
                                        Kmart, CVS Drug
Harrisonburg:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Skyline Village Shopping Center         Richfood, Toys "R" Us
Manassas:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Sudley Towne Plaza Shopping Center      Burlington Coat Factory
Prince William County:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
Smoketown Plaza Shopping Center         Hub Furniture, Frank's
                                        Nursery & Crafts
--------------------------------------------------------------------
Arizona
--------------------------------------------------------------------
Page:
--------------------------------------------------------------------
Gateway Park Shopping Center(6)         Bashas' Grocery and Drug
                                        Store, Wal-Mart (on
                                        own pad)

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -    PAGE 16
<PAGE>

OTHER  RETAIL  AND  COMMERCIAL  PROPERTIES(7)

                                                       Year(s)         Gross
                                 Percent      Year      Built/     Leasable Area   
Percent
                                Ownership   Acquired  Redeveloped    (Sq. Ft.)      
Leased        Major
Tenants
--------------------------------------------------------------------------------
-------------------------------------
Maryland
--------------------------------------------------------------------------------
-------------------------------------
Baltimore Metropolitan Area:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - - - - - - - - -
Orchard Square Medical Office         100%      1997       1988/-          
28,000       94%  N/A
Southwest Mixed Use Property          100%     1968*    1968/1984          
25,000      100%  Shell
Oil, Carrier/Otis,
Potomac Air Gas
Other:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - - - - - - - - -
Waldorf Property                      100%     1979*       1979/-          
30,000      100%  AMF, Firestone
Clinton Property(3)                   100%     1971*       1971/-          
29,000      100%  AMF,
Suburban Bank
--------------------------------------------------------------------------------
-------------------------------------
Illinois
--------------------------------------------------------------------------------
-------------------------------------
Chicago Property                      100%      1978       1963/-          
37,000      100%  AMF
--------------------------------------------------------------------------------
-------------------------------------

UNDEVELOPED  LAND

                                              Percent    Area in
                                             Ownership    Acres           Zoning
--------------------------------------------------------------------------------
--------
Maryland
--------------------------------------------------------------------------------
--------
Baltimore Metropolitan Area:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -  - - - -- - - - 
- - - - 
Dorsey Property                                    100%     19.4  Commercial
Harford Property (Adjacent to Harford Mall)        100%      3.0  Light 
Industrial
Pulaski Property                                   100%      3.0  Industrial
North East:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -  - - - -- - - - 
- - - - 
North East Property                                100%     41.0  
Commercial/Residential
Salisbury:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -  - - - -- - - - 
- - - - 
Northwood Industrial Park                           67%     16.1  Industrial
--------------------------------------------------------------------------------
--------
North Carolina
--------------------------------------------------------------------------------
--------
Burlington:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -  - - - -- - - - 
- - - - 
Burlington Commerce Park                           100%     41.0  Commercial
Hillsborough:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -  - - - -- - - - 
- - - - 
Hillsborough Crossing                              100%      8.0  Commercial
<FN>

(1)     Shopping centers in operation  are  subject  to  mortgage  financing 
aggregating
$113,736,522  at  December  31,  1997.
(2)     The Harford Mall property is subject  to  mortgage  financing  of 
$19,374,196 at
December  31,  1997.  The Harford Mall mortgage has an interest rate of 9.78%, a 
30 year
amortization,  with a 10 year balloon payment of $18,124,490 due at the maturity 
date of
July,  2003.  The mortgage allows prepayment with a penalty that is the greater 
of 1% of
the  outstanding  principal  balance  or  yield  maintenance.
(3)     These properties are subject to ground leases; all of the land  relating  
to the
other  properties  listed above is owned in fee simple. The ground leases are 
subject to
the  following  terms:
                                        Approximate
Property                                Annual Rent         Remaining  Lease  
Term
--------                                -----------  ---------------------------
--------
Lutherville  Station  Shopping  Center      $60,000  19 years plus six 10  year  
options
Patriots  Plaza  Shopping  Center           $59,700  10 years plus two 10  year  
options
Brandywine  Commons  Shopping  Center      $392,600  55 years plus two 10  year  
options
Burke  Towne  Plaza  Shopping Center        $80,000  34 years plus three 15 year 
renewal
                                                     options
Clinton Property                            $33,000  29 years plus one 45  year  
renewal
                                                     option
(4)     The Company acquired Wayne Avenue Plaza on February 11, 1998  for  
approximately
$10,700,000  which  included  the  assumption  of  a  mortgage approximating 
$8,300,000.
(5)     The Company acquired Wayne Heights Plaza on January 26, 1998  for  
approximately
$5,400,000.
(6)     A  purchase  option  agreement  has  been  signed  to  sell  this  
property  for
$4,440,000,  which  should generate no significant gain or loss on the sale in 
1998.  In
1997,  the  Company  recorded  a  $1,148,000 valuation allowance for loss 
related to the
pending  sale  of  this  property.
(7)     Other retail and commercial properties in  operation  are  subject  to  
mortgage
financing  aggregating  $2,329,219  at  December  31,  1997.
* Developed  by  MART  or  its  predecessor

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -     PAGE 17
<PAGE>

</TABLE>

ITEM  3  -  LEGAL  PROCEEDINGS

In  the  ordinary  course  of  business,  the  Company  is  involved  in  legal
proceedings.  However, there are no material legal proceedings presently pending
against  the  Company.

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

None

PART  II

ITEM  5  -  MARKET  FOR  THE  REGISTRANT'S  COMMON STOCK AND RELATED
STOCKHOLDER
MATTERS

MART's  common  shares  of  beneficial  interest,  par  value  $.01  per  share,
("shares"),  began trading on the New York Stock Exchange on September 18, 1997,
under  the  symbol  "MRR". The shares were formerly traded on the American Stock
Exchange  under  the  symbol  "MRR".  The  following  table  sets forth, for the
quarters  indicated,  the high and low closing sale prices of MART shares on the
AMEX  or  NYSE,  and cash distributions paid per share for the indicated period.

<TABLE>
<CAPTION>
                  Closing  Prices  Per  Share
1997             High     Low    Distributions
----------------------------------------------
<S>             <C>      <C>     <C>
First quarter   $11.750  10.500           0.24
Second quarter   11.875  11.000           0.24
Third quarter    13.375  11.500           0.24
Fourth quarter   14.688  12.813           0.25
</TABLE>

<TABLE>
<CAPTION>
1996             High     Low   Distributions
---------------------------------------------
<S>             <C>      <C>    <C>
First quarter   $10.375  8.750           0.23
Second quarter   10.000  9.250           0.23
Third quarter    10.125  9.500           0.23
Fourth quarter   11.375  9.625           0.24
</TABLE>

<TABLE>
<CAPTION>
1995             High    Low   Distributions
--------------------------------------------
<S>             <C>     <C>    <C>
First quarter   $8.375  7.875           0.22
Second quarter   9.375  7.625           0.22
Third quarter    9.125  8.250           0.22
Fourth quarter   8.938  8.250           0.23
--------------------------------------------
</TABLE>

For  shareholders  during  the  entire  year,  for  each respective year, it was
determined  that  the per share dividends for each year indicated are taxable as
follows:

<TABLE>
<CAPTION>
                                               Per Share
                                         1997     1996   1995
--------------------------------------------------------------
<S>                                   <C>         <C>    <C>
Ordinary dividends-
  taxable as ordinary income          $     0.97  0.58   0.48 
Capital gain distribution-
  taxable as capital gain                      -     -      - 
Non-taxable distribution-
  return of capital or taxable
  gain-(depending on a
  shareholder's basis in
  MART shares)                                 -  0.35   0.41 
                                      ------------------------
Total annual gross dividends
  per share                           $     0.97  0.93   0.89 
                                      ========================
Percent of total annual gross
  dividends per share
  non-taxable distribution-
  return of capital or taxable gain            -    38%    46%
--------------------------------------------------------------
</TABLE>

On February 13, 1998, MART declared a quarterly cash dividend of $.25 per share
payable  March  16,  1998  to  shareholders  of  record  February 28, 1998.

The  number  of holders of record of the MART shares as of February 17, 1998 was
1,311.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -     PAGE 18
<PAGE>

ITEM 6  -  SELECTED  FINANCIAL  DATA

The following table sets forth certain consolidated financial data for the
Company  and  should  be  read  in  conjunction  with the consolidated financial
statements  and  notes  thereto  included  elsewhere  in  this report. The table
presents Selected Financial Data of Mid-Atlantic Realty Trust as of December 31,
1997,  1996,  1995,  1994  and  1993, and for the years ended December 31, 1997,
1996,  1995,  1994  and  for  the  period  September  11,  1993 (commencement of
operations) through December 31, 1993, and also includes Selected Financial Data
of  BTR Realty, Inc. as of September 10, 1993 and for the period January 1, 1993
through  September  10,  1993.  Mid-Atlantic Realty Trust was merged with BTR
Realty,  Inc. on September 11, 1993. The consolidated financial data of BTR, the
predecessor company, are presented for comparative purposes. Certain amounts for
prior  periods  have  been  reclassified  to  conform  to the 1997 presentation.

<TABLE>
<CAPTION>
                                                          Mid-Atlantic  Realty  
Trust                           BTR  Realty, 
Inc.
                                             - - - - - - - - - - - - - - - - - - 
- - - - - - - - - - - - - - - - - - - - - - - - - 
                                                                                                  
September  11,
                                                                                                     
1993  to     January  1,  1993
                                                             Years  Ended  
December  31,           December 31,    to
September 10,
                                             - - - - - - - - - - - - - - - - - - 
- - - - - - - - 
                                                    1997         1996          
1995        1994         1993            1993
<S>                                          <C>            <C>          <C>          
<C>          <C>              <C>            
--------------------------------------------------------------------------------
---------------------------------------------------
Revenues                                     $ 39,152,220    32,406,300   
29,593,158   27,212,796       
6,905,482      17,781,283 
                                            
================================================================================
======
Earnings (loss) before cumulative
  effect of change in accounting principle
  and extraordinary loss                     $  6,819,211     3,508,709    
3,165,082    2,916,286         
467,474      (2,057,106)
Cumulative effect of change
  in accounting for percentage rents                    -             -      
612,383            -                -              
- 
                                            
--------------------------------------------------------------------------------
------
Earnings (loss) before
  extraordinary loss                            6,819,211     3,508,709    
3,777,465    2,916,286         
467,474      (2,057,106)
Extraordinary loss                               (226,873)            -            
-            -                -       
(548,323)
                                            
--------------------------------------------------------------------------------
------
Net earnings (loss)                          $  6,592,338     3,508,709    
3,777,465    2,916,286         
467,474      (2,605,429)
                                            
================================================================================
======
Earnings (loss) per share, basic and
  diluted, before cumulative effect of
  change in accounting principle and
  extraordinary loss                         $       0.72          0.56         
0.51         0.46             0.07          
(0.24)
Cumulative effect of change
  in accounting for percentage rents                    -             -         
0.10            -                -               - 
                                            
--------------------------------------------------------------------------------
------
Earnings (loss) per share
  before extraordinary loss                          0.72          0.56         
0.61         0.46             0.07          
(0.24)
Extraordinary loss                                  (0.02)            -            
-            -                -           (0.06)
                                            
--------------------------------------------------------------------------------
------
Net earnings (loss) per share                $       0.70          0.56         
0.61         0.46             0.07          
(0.30)
                                            
================================================================================
======

Total assets                                 $300,886,703   173,278,241  
182,521,299  162,842,567     
148,563,052     147,869,512 
                                            
================================================================================
======
Indebtedness-
total mortgages, convertible
  debentures, construction loans
  and notes payable                          $145,660,657   133,805,495  
154,020,757  133,390,553        
116,494,372     150,666,971 
                                            
================================================================================
======
Net cash provided by
  operating activities                       $ 16,005,958     9,898,948   
11,193,068    7,766,044       
3,479,340       4,129,635 
                                            
================================================================================
======
Cash dividends paid per share                $       0.97          0.93         
0.89         0.85             0.05        
   0.58 
                                            
================================================================================
======
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -     PAGE 19
<PAGE>

ITEM 6  -  SELECTED  FINANCIAL  DATA (Continued)

SUMMARY FINANCIAL DATA
The following table sets forth summary financial data on an actual and pro forma
basis.  Management believes the following data should be used as a supplement to
the  historical statements of operations. The data should be read in conjunction
with the historical financial statements and the notes thereto for MART included
in  Item  8.    The  pro  forma  financial data for 1993 assumes the MART public
offering  took  place  on January 1, 1992. The pro forma financial data for 1993
are  unaudited  and are not necessarily indicative of the results which actually
would have occurred if the transactions had been consummated on January 1, 1992.

<TABLE>
<CAPTION>

                                                                  Years  Ended  
December  31,
                                                       - - - - - - - - - - - - -
- - - - - - - - - - - - -
                                                         1997      1996      
1995      1994       1993
In thousands, except per share data                     Actual    Actual    
Actual    Actual   Pro Forma
--------------------------------------------------------------------------------
-------------------------
<S>                                                    <C>       <C>       <C>       
<C>       <C>
Revenues                                               $39,152    32,406    
29,593    27,213      24,687 
Net earnings                                           $ 6,592     3,509     
3,777     2,916       1,217 
Net earnings per share - basic and diluted             $  0.70      0.56      
0.61      0.46        0.19 
Funds from operations (FFO)(1) - diluted               $17,513    13,178    
12,307    11,173      10,377 
Net cash flow:
  Provided by operating activities                     $16,006     9,899    
11,193     7,766          (2)
  (Used in) provided by investing activities           $(5,995)    4,232   
(23,584)  (19,630)         (2)
  (Used in) provided by financing activities           $(2,597)  (13,631)   
12,561    11,521          (2)
Weighted average number of shares outstanding:
  Basic                                                  9,309     6,211     
6,177     6,291       6,291 
  Diluted                                                9,361     6,211     
6,177     6,291       6,291 
                                                      
==================================================
RECONCILIATION OF NET EARNINGS
TO FUNDS FROM OPERATIONS - DILUTED
Net earnings                                           $ 6,592     3,509     
3,777     2,916       1,217 
  Depreciation and amortization on real estate assets    6,955     5,414     
4,983     4,550       4,271 
  Gain on life insurance proceeds                            -         -    
(1,002)        -           - 
  (Gain) loss on properties                                (17)     (301)      
281    (1,203)          - 
  Cumulative effect of change in accounting for
    percentage rents                                         -         -      
(612)        -           - 
  Extraordinary loss from early extinguishment
    of debt                                                227         -         
-         -           - 
  Operating Partnership minority interest expense        1,140         -         
-         -           - 
  Convertible debenture interest expense                 2,616     4,556     
4,880     4,910       4,889 
                                                       -------------------------
-------------------------
FFO-diluted                                            $17,513    13,178    
12,307    11,173      10,377 
                                                      
==================================================
<FN>

(1)  Funds  from operations as defined by the National Association of Real 
Estate Investment
Trusts, Inc.
(NAREIT)-Funds  from  operations  means  net  income  (computed  in  accordance  
with 
generally accepted
accounting  principles),  excluding cumulative effects of changes in accounting 
principles,
extraordinary
or  unusual  items,  and gains or losses from debt restructuring and sales of 
property, plus
depreciation
and  amortization, and after adjustments for unconsolidated partnerships and 
joint ventures. FFO
does not
represent cash flows from operations as defined by generally accepted accounting 
principles
(GAAP). FFO is
not  indicative  that  cash  flows  are adequate to fund all cash needs and is 
not to be considered
as an
alternative to net income as defined by GAAP. The presentation of FFO is not 
normally included
in financial
statements  prepared  in  accordance  with  GAAP.
(2)  Net  cash  flows  cannot  be  reasonably  estimated  on  a  pro  forma  
basis  for  1993.
Certain  amounts  for  prior  years  have  been  reclassified  to  conform  to  
the  1997 
presentation.
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -    PAGE 20
<PAGE>

Quarterly  Results  of  Operations  (Unaudited)

The  unaudited  quarterly  results  of operations for MART for 1997 and 1996 are
summarized  as  follows:

<TABLE>
<CAPTION>
                                                              Quarter Ended
                                          - - - - - -  - - - - - - - - - - - - - 
- - - - - - - - 
1997                                         March 31,      June 30,  September 
30,  December 31,
--------------------------------------------------------------------------------
-----------------
<S>                                       <C>             <C>         <C>            
<C>         
Revenues                                  $    8,204,768   8,192,329     
11,427,185   11,327,938 
                                         
=======================================================
Earnings before extraordinary loss        $    1,351,793   1,528,925      
1,267,281    2,671,212 
Extraordinary loss
  from early extinguishment of debt                    -           -              
-     (226,873)
                                          --------------------------------------
-----------------
Net earnings                              $    1,351,793   1,528,925      
1,267,281    2,444,339 
                                         
=======================================================
Net earnings per share-basic and diluted  $         0.18        0.19           
0.15         0.18 
                                         
=======================================================

                                                              Quarter Ended
                                          - - - - - -  - - - - - - - - - - - - - 
- - - - - - - - 
1996                                         March 31,      June 30,  September 
30,  December 31,
--------------------------------------------------------------------------------
-----------------
Revenues                                      $7,906,720   7,853,545     
8,172,749     8,473,286 
                                         
=======================================================
Net earnings                              $    1,233,521     677,941     
1,111,558       485,689 
                                         
=======================================================
Net earnings per share-basic and diluted  $         0.20        0.11          
0.18          0.07 
                                         
=======================================================
</TABLE>

     Quarterly  results  are  influenced by a number of factors including timing
of  settlements  of property sales, completion of operating projects, write-offs
of unrecoverable development costs, extraordinary items and valuation allowances
for  loss  on  pending  sales  of  properties.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -    PAGE 21
<PAGE>

ITEM 7  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL 
CONDITIONS AND
RESULTS OF OPERATIONS


The  following  discussion  compares the Company's results of operations for the
year  ended  December 31, 1997, with those for the year ended December 31, 1996.
The  discussion  also  compares the Company's results of operations for the year
ended  December  31,  1996,  with  those  for  the year ended December 31, 1995.

Comparison  of  1997  to  1996

Rental revenues increased by $6,553,000 or 25% to $33,115,000 for the year ended
December  31,  1997,  from $26,562,000 for the year ended December 31, 1996. The
portfolio  acquisition  of ten properties from partnerships associated with Jack
H.  Pechter  ("JHP  Acquisition")  contributed an increase in rental revenues of
approximately  $6,383,000.  Recently  developed or redeveloped properties Owings
Mills New Town shopping center, Lutherville Station, Harford Mall Annex and York
Road  Plaza,  contributed  $1,404,000  in  additional  revenues  for the period.
Occupancy  and  rental  rate  increases  contributed approximately $613,000. The
increases  were  partly  offset  by  $1,668,000  in  rental  revenue  decreases
attributable  to  the  sale  of  the  Gateway  International  Office  property
("Gateway")  in  September  1997,  the  sale in May 1996 of the Dobson-Guadalupe
shopping center, the sale in September 1996 of the Chandler shopping center, the
sale  in  March 1997 of the Union Hills shopping center and the sale in May 1997
of  the Plaza Del Rio shopping center. In addition, $179,000 in rental decreases
were  primarily  related  to  vacancies.

     Tenant  recovery  revenues  increased  by  $434,000  to  $5,569,000  from
$5,135,000.  The  increased  tenant  recoveries  were  primarily  due to the JHP
Acquisition and occupancy increases from the redevelopment of Harford Mall Annex
and  York  Road  Plaza,  partly offset by lower recoveries related to properties
sold.

     Other  revenues  decreased  by $241,000 to $468,000 from $709,000 primarily
due  to lower interest income on partner notes receivable exchanged in July 1996
for  additional  partnership  interests  in  several  properties.

     As  a result of the above changes total revenues increased by $6,746,000 to
$39,152,000  from  $32,406,000.

     Interest  expense  increased  by  $201,000  to $12,555,000 from $12,354,000
primarily  due  to the JHP Acquisition increasing interest expense approximately
$2,892,000.  The increase was partly offset by lower interest expense due to the
conversion  of debentures of approximately $1,940,000 and other interest expense
decreases.

     Depreciation  and  amortization  increased by $1,541,000 to $6,955,000 from
$5,414,000  primarily  due  to  the  JHP  Acquisition.

     Operating  expenses  increased  by  $143,000  to $8,961,000 from $8,818,000
primarily  due to operations of the JHP Acquisition properties, partly offset by
reduced  operating  expenses  related  to  properties  sold.

     General  and  administrative  expenses  increased by $362,000 to $2,460,000
from  $2,098,000  due  primarily  to  increased  compensation  expenses.

     Minority  interest  expense  increased  by  $905,000  to  $1,419,000  from
$514,000 due primarily to the addition of minority limited partnership 
interests in  connection  with  the  JHP  Acquisition.

  For the year ended December 31, 1997, earnings from operations increased by
$3,594,000 to $6,802,000  from $3,208,000. For the year ended December 31, 1997,
MART  had  a  gain on properties of $17,000, and an extraordinary loss from  the
early extinguishment of debt of $227,000, which when combined with earnings from
operations,  resulted  in  net  earnings  of  $6,592,000,  for the period.  MART
recognized a gain on properties of  $301,000  for  the  year  ended December 31,
1996.  The  gain  on  properties, when combined with earnings from operations,
resulted in net earnings of $3,509,000 for  the  period.

Comparison  of  1996  to  1995

Rental revenues increased by $2,648,000 or 11% to $26,562,000 for the year ended
December  31,  1996,  from $23,914,000 for the year ended December 31, 1995. The
purchase  of  the  Brandywine  Commons  shopping center in November 1995 and the
opening  of  the  Owings  Mills  New  Town  shopping  center  in  November  1995
contributed  $3,113,000  in  additional  revenues for the period. Redevelopment,
occupancy  and  rental  rate  increases  contributed  to  revenue  increases  of
approximately  $1,178,000.  These  increases were partly offset by $1,399,000 in
rental  revenue decreases attributable to the sale in February 1995 of the Regal
Row  warehouse  project,  the sales in January 1996 of the Dolton bowling center
and  the  Park  Sedona  shopping  center,  the  sale  in  May  1996  of  the
Dobson-Guadalupe  shopping  center,  and  the sale in December 1995 of the McRay
shopping  center.  In  addition,  $244,000  in  revenue  decreases  were related
primarily  to  vacancies  and  lower  percentage  rents.

     Tenant  recovery  revenues  increased  by  $483,000  to  $5,135,000  from
$4,652,000  primarily  due  to increases from the purchase of Brandywine Commons
shopping  center  and  the opening of the Owings Mills New Town shopping center,
partly  offset  by  decreases  due to the sales of properties referred to above.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -    PAGE 22
<PAGE>

     Other  revenues decreased by $319,000 to $709,000 from $1,028,000 primarily
due  to  the  receipt  of  rental insurance proceeds (relating to fire damage at
Rolling  Road  Plaza  in  1992)  in  1995  and  lower  interest  income in 1996.

     As  a result of the above changes total revenues increased by $2,813,000 to
$32,406,000  from  $29,593,000.

     Interest  expense  increased  by  $426,000  to $12,354,000 from $11,928,000
primarily  due to the increased debt for the development of the Owings Mills New
Town  and  the  redevelopment  of  York  Road  Plaza.

     Depreciation  and  amortization  increased  by  $430,000 to $5,414,000 from
$4,984,000  primarily  due  to depreciation increases related to the purchase of
Brandywine Commons and the development of Owings Mills New Town, York Road Plaza
and  the  Harford Mall Annex, offset partly by decreases related to the sales of
properties  referred  to  above.

     Operating  expenses  increased by $1,079,000 to $8,818,000 from $7,739,000,
primarily  due  to  the  purchase  of  Brandywine  Commons,  higher snow removal
expenses in 1996, the opening of Owings Mills New Town  and  higher occupancy at
Gateway, partly offset by decreases related to the sales of properties  referred
to above.

     General  and  administrative  expenses  increased by $318,000 to $2,098,000
from  $1,780,000  due primarily to compensation increases, $168,000, development
costs  and  other  net general and administrative expense increases of $150,000.

     Minority  interest  expense decreased by $204,000 to $514,000 from $718,000
due  primarily  to  the  acquisition  of  minority  partnership  interests.

     For 1996, earnings from operations increased by $764,000 to $3,208,000 from
$2,444,000.  MART  also  recognized  a  gain  on properties of $301,000, (net of
minority  interest  of  $117,000).  The  gain  on properties, when combined with
earnings from operations, resulted in net earnings of $3,509,000 for the period.
For  1995,  MART  had a loss on properties of $281,000, a cumulative effect of a
change  in  accounting  for  percentage  rents  of  $612,000  and a gain on life
insurance  proceeds  of  $1,002,000,  which  when  combined  with  earnings from
operations,  resulted  in  net  earnings  of  $3,777,000  for  the period.

MANAGEMENT'S DISCUSSION AND  ANALYSIS  OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS  (Continued)

Cash  Flow  Comparison

The  following  discussion  compares the statement of cash flows information for
1997  with  the  information  for  1996  and  1995.

     Net  cash  flow  provided  by  operating  activities  was $16,006,000,
$9,899,000, and $11,193,000 in 1997, 1996 and 1995, respectively. The changes in
cash  provided  by  operating  activities  were  due  primarily  to  the factors
discussed  above  in the comparisons of operating results. The level of net cash
provided  by  operating  activities is also affected by the timing of receipt of
revenues  and  the  payment  of  operating  and  interest  expenses.

     Net  cash flow from investing activities decreased by $10,227,000, to a net
cash  flow  used  in  investing activities of $5,995,000 in 1997 from a net cash
flow  provided  by  investing activities of $4,232,000 in 1996. The decrease was
primarily  a  result of more acquisitions of and additions to properties in 1997
than  in  1996  partly  offset  by  higher  sales of properties in 1997. Milford
Commons and Arundel Plaza and development projects Lutherville Station and North
East Station were acquired and added to properties and Gateway was sold in 1997.

     Net  cash flow from investing activities increased by $27,816,000, to a net
cash flow provided by investing activities of $4,232,000 in 1996 from a net cash
flow  used  in  investing  activities  of  $23,584,000 in 1995. The increase was
primarily  a  result  of  reduced  levels  of  acquisitions  of and additions to
properties  in  1996  and  an  increase  in  proceeds  from sales of properties.

     Net  cash  flow  used  in financing activities decreased by $11,034,000, to
$2,597,000  in  1997  from  $13,631,000  in  1996. The decrease 
in cash used was primarily  a  result  of  $49,061,000 in proceeds 
from the common share offering in October 1997, partly 
offset by higher levels of net principal paydowns in 1997
of  $34,943,000  (primarily  due  to  mortgage principal paydowns using 
offering proceeds  and to the line of credit paydown using 
proceeds of the Gateway sale), as  well  an  increase  in  
dividends  paid  of  $3,467,000  in  1997.

     Net  cash  flow  from financing activities decreased by $26,192,000, 
to net cash flow used in financing activities of $13,631,000 in 
1996 from net cash flow provided  by  financing  activities  of  
$12,561,000  in  1995.  The decrease was primarily a result of 
the following: a decrease in net borrowings of $28,081,000
due  to  the  lower  levels  of  development and acquisition costs; 
a $2,153,000 decrease  in  purchases  of  common  shares and an 
increase in dividends paid of $413,000.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -    PAGE 23
<PAGE>

Liquidity  and  Capital  Resources

On October 14, 1997, the Company closed an offering and sale of 4,025,000 common
shares  of  beneficial interest at a price of $13 per share. The net proceeds of
the  sale  were  approximately $49,061,000. Approximately $32,800,000 of the net
proceeds  have been applied to repay mortgage loans on properties. The balance
of  the  proceeds  was  used  by  MART  for  the  acquisition,  development  or
redevelopment  of  shopping  centers  and  for  general  corporate  purposes.

     The  Company  had  cash  and  cash  equivalents  of  $8,427,000 at December
31,  1997.  The  Company  currently  has  a  $40,000,000  secured line of credit
available  for  various  purposes,  including  acquisition,  development  or
redevelopment  of  properties  and  liquidity,  subject  to  various  terms  and
conditions.  The  note  payable  under  the bank line of credit had a $3,400,000
balance  outstanding  at  December  31,  1997. The Company received a commitment
letter  from its primary bank to increase its line of credit from $40,000,000 to
$75,000,000.  The new credit  facility  will  be unsecured  and  is  subject  to
agreement  on  final  terms.

     Finally,  the  Company  has  registered  to  sell  up  to  an  aggregate of
approximately  $98,000,000  (based  on  the public offering price) of additional
common shares of beneficial interest and/or debt securities. The shares and debt
may  be  issued  from  time  to  time at  prices, in amounts  and on terms to be
determined at the time of offering.

     In  order  to  qualify  as  a REIT for Federal income tax purposes, MART is
required  to  pay  dividends  to  its  shareholders  of at least 95% of its REIT
taxable  income.  MART intends to pay these dividends from operating cash flows.
While  MART  intends  to distribute to its shareholders a substantial portion of
its cash flows from operating activities, MART also intends to retain or reserve
such  amounts as it considers necessary from time to time for the acquisition or
development  of  new  properties  as  suitable  opportunities  arise and for the
expansion  and  renovation of its shopping centers. Also, MART currently has and
expects  to  continue  to  maintain  a  line  of  credit  from its primary bank.

     The  Company  anticipates  material commitments for capital expenditures to
include,  in  the next two years, the ongoing redevelopment of five projects in
the  planning  stage  at  an  estimated  cost  of $7,000,000 to $10,000,000. The
Company  expects to fund the development projects and other capital expenditures
with  available  net  cash flows from operating activities and if necessary with
construction  loan  financing,  long-term  mortgage  financing  on  unencumbered
operating properties or the use of its line of credit.

     It  is  management's  intention  that  MART  continually have access to the
capital  resources  necessary  to  expand  and  develop its business. Management
cannot  practically quantify MART's 1998 cash requirements, but expects to meet
its  short-term liquidity requirements generally through available net cash flow
provided by operations and short-term borrowings.  To meet its long-term capital
requirements, MART intends to obtain  funds  through additional equity offerings
or long-term  debt financing in a manner consistent with its financial strategy.
The Company  anticipates that the cash flow available from operations,  together
with cash from  borrowings  and equity offerings, will be sufficient to meet its
liquidity  and  capital  needs in both the short- and long-term.

Recent  Accounting  Developments

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No.  130, "Reporting Comprehensive Income"
("SFAS  No. 130").  SFAS No. 130 establishes standards for reporting and display
of  comprehensive income and  its  components  in  a full set of general purpose
financial statements. It requires all items that are  required  to be recognized
under accounting standards as components of  comprehensive income to be reported
in a financial statement that  is  displayed  in  equal  prominence  with  other
financial  statements.  It  requires  that  an  enterprise  display  an  amount
representing total comprehensive income  for  each period. It does  not  require
per share amounts  of  comprehensive  income  to  be  disclosed. SFAS No. 130 is
effective for both interim and annual periods beginning after December 15, 1997.

    In  June  1997, FASB issued SFAS No. 131, "Disclosures about Segments of 
An Enterprise  and  Related  Information"("SFAS No.  131").SFAS No.  131
establishes standards  for  the  way  public  business enterprises are to report
information about  operating  segments  in  annual  financial  
statements and requires those enterprises  to  report selected information
about operating segments in interim financial  reports  issued  
to  shareholders.  It also establishes standards for related  disclosures  
about  products  and  services, geographic areas and major
customers.  SFAS No.  131  is  effective  for  financial  statements  
for periods beginning  after  December  15,  1997.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -     PAGE 24
<PAGE>

Year  2000  Issue

The  Year 2000 issue relates to whether computer systems will properly recognize
date sensitive information to allow accurate processing of transactions and data
relating  to  the  year  2000 and beyond. Systems that do not properly recognize
such  information  could  generate  erroneous  data  or  fail.

     The  Company  in  recent  years  has  been  replacing  and  upgrading  its
management  information  and  accounting systems and is addressing the year 2000
issue  as part of this effort. The Company has implemented financial accounting,
property  management  and  payroll  systems  which  are  year 2000 compliant. In
addition, as a result of the Company's normal upgrade and replacement processes,
it  is  anticipated  that all network and desktop equipment in use will meet the
requirements  for  the  year 2000. The Company is in the process of conducting a
review  of  the  computer hardware and software in the mechanical systems (e.g.,
escalators,  elevators,  heating,  ventilating and cooling systems, etc.) at its
operating  properties to identify year 2000 issues. The review is expected to be
completed  in  the  summer  of  1998.  While  it  is likely that the review will
identify  the  need  to  modify  and/or  replace certain equipment and software,
management  does  not  believe  that  the  year 2000 issue will pose significant
problems  in  these  systems  or  that  resolution  of  the problems will have a
material  effect  on the Company's financial condition or results of operations.

Inflation

The  majority of leases at the shopping center properties contain provisions for
annual  increases  in  rents and/or provisions which may entitle MART to receive
percentage  rents  based on the tenants' gross sales. Such provisions ameliorate
the  risk  to  MART  of the adverse effects of inflation. If a recession were to
begin  and continue for a prolonged time, funds from operations could decline as
some  tenants  may  have  trouble  meeting  their lease obligations. Most of the
leases  at  the  properties  require  the  tenants to pay a substantial share of
operating  expenses,  such  as  real  estate  taxes,  insurance  and common area
maintenance  costs,  and  thereby  reduce MART's exposure to increased costs. In
addition,  many  of  the leases at the properties are for terms of less than ten
years,  which  may  enable MART to seek increased rents upon renewal of existing
leases  if  rents  are  below  the  then  existing  market  rates.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -     PAGE 25
<PAGE>

ITEM 8  -  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
FINANCIAL STATEMENTS:
<S>                                                                  <C>
  Independent Auditors' Report                                       27
  Consolidated Balance Sheets-
    as of December 31, 1997 and 1996                                 28
  Consolidated Statements of Operations-
    Years ended December 31, 1997, 1996 and 1995                     29
  Consolidated Statements of Shareholders' Equity-
    Years ended December 31, 1997, 1996 and 1995                     30
  Consolidated Statements of Cash Flows-
    Years ended December 31, 1997, 1996 and 1995                     31
  Notes to Consolidated Financial Statements                         32

Exhibits, Financial Statement Schedule, and Reports on Form 8-K are
  included in Part IV-Item 14.

Schedule:
  Schedule III-Real Estate and Accumulated Depreciation              42
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -     PAGE 26
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board  of  Trustees  and  Shareholders
Mid-Atlantic  Realty  Trust:

We  have  audited  the  accompanying consolidated balance sheets of Mid-Atlantic
Realty  Trust  and subsidiaries as of December 31, 1997 and 1996 and the related
consolidated  statements  of operations, shareholders' equity and cash flows for
each  of  the  years  in  the  three-year  period  ended  December  31, 1997. In
connection  with  our  audits  of the consolidated financial statements, we have
also  audited  the  financial  statement  schedule as listed in the accompanying
index.  These  consolidated  financial  statements  and  the financial statement
schedule  are the responsibility of the Company's management. Our responsibility
is  to  express an opinion on these financial statements and financial statement
schedule  based  on  our  audits.

We  conducted  our  audits  in  accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of Mid-Atlantic Realty
Trust  and  subsidiaries  as  of  December 31, 1997 and 1996, and the results of
their  operations  and  their cash flows for each of the years in the three-year
period ended December 31, 1997, in conformity with generally accepted accounting
principles.  Also in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly,  in  all  material respects, the information set forth
therein.

As discussed in Note  A  to  the  consolidated  financial  statements,  the
Company changed its method of accounting for percentage rent revenues  in  1995.

                                          /s/ KPMG PEAT MARWICK LLP
                                          KPMG PEAT MARWICK LLP
Baltimore,  Maryland
February  18,  1998

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -     PAGE 27
<PAGE>
MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                     
As of December 31,
                                                                            - - 
- - - - - - - - - - - - - - - 
                                                                                   
1997              1996
--------------------------------------------------------------------------------
-------------------------------
<S>                                                                             
<C>            <C>
ASSETS
Properties:
  Operating properties (Notes C and D)                                        
$306,887,360          200,563,845 
  Less accumulated depreciation and amortization                                
42,781,532           42,702,472 
                                                                              --
--------------------------------
                                                                               
264,105,828          157,861,373 
  Development operations (Note E)                                               
18,812,326            2,866,625 
  Property held for development or sale                                          
5,559,864            6,828,311 
                                                                              --
--------------------------------
                                                                               
288,478,018          167,556,309 
Cash and cash equivalents                                                        
8,427,217            1,013,838 
Notes and accounts receivable-tenants and other (Note F)                           
880,414            1,373,113 
Prepaid expenses and deposits                                                    
1,928,584              896,798 
Deferred financing costs (Note G)                                                
1,172,470            2,438,183 
                                                                              --
--------------------------------
                                                                              
$300,886,703          173,278,241 
                                                                              
==================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Accounts payable and accrued expenses (Note H)                              $  
5,721,093            4,518,588 
  Notes payable (Note I)                                                         
3,400,000           16,400,000 
  Construction loan payable                                                      
8,692,916                    - 
  Mortgages payable (Note D)                                                   
116,065,741           70,210,495 
  Convertible subordinated debentures (Note J)                                  
17,502,000           47,195,000 
  Deferred income                                                                  
666,444              984,261 
                                                                              --
--------------------------------
                                                                               
152,048,194          139,308,344 
                                                                              --
--------------------------------
Minority interest in consolidated joint ventures                                
42,076,946            3,158,595 
                                                                              --
--------------------------------
Shareholders' equity (Note L):
  Preferred shares of beneficial interest, $.01 par value, authorized
    2,000,000 shares, issued and outstanding, none                                       
-                    - 
  Common shares of beneficial interest, $.01 par value, authorized
    100,000,000, issued and outstanding, 14,460,248 and 7,225,103, respectively    
144,602               72,251 
  Additional paid-in capital                                                   
131,281,852           52,635,713 
  Distributions in excess of accumulated earnings                              
(24,664,891)         (21,896,662)
                                                                              --
--------------------------------
                                                                               
106,761,563           30,811,302 
                                                                              --
-------------------------------

Commitments (Note M)

                                                                              --
--------------------------------
                                                                              
$300,886,703          173,278,241 
                                                                              
==================================
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.
------------------------------------------------------------------

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -       PAGE 28
<PAGE>

MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                               
Years ended December 31,
                                                             - - - - - - -- - - 
- - - - - - - - - - - - - - - -- 
                                                                1997                
1996                1995
--------------------------------------------------------------------------------
---------------------------------
<S>                                                          <C>                       
<C>              <C>
REVENUES:
  Rentals                                                    $33,115,087                 
26,561,699   23,914,267 
  Tenant recovery                                              5,569,495                  
5,135,024    4,651,556 
  Other (Note O)                                                 467,638                    
709,577    1,027,335 
                                                             -------------------
---------------------------------
                                                              39,152,220                 
32,406,300   29,593,158 
                                                             -------------------
---------------------------------

EXPENSES:
  Interest                                                    12,555,017                 
12,354,156   11,928,319 
  Depreciation and amortization
    of property and improvements                               6,954,803                  
5,413,737    4,983,617 
  Operating                                                    8,960,936                  
8,817,826    7,739,149 
  General and administrative                                   2,460,263                  
2,098,534    1,780,397 
                                                             -------------------
---------------------------------
                                                              30,931,019                 
28,684,253   26,431,482 
                                                             -------------------
---------------------------------

EARNINGS FROM OPERATIONS
  BEFORE MINORITY INTEREST                                     8,221,201                  
3,722,047    3,161,676 
Minority interest                                             (1,418,826)                  
(513,937)    (718,019)
                                                             -------------------
---------------------------------

EARNINGS FROM OPERATIONS                                       6,802,375                  
3,208,110    2,443,657 
Gain (loss) on properties (Note P)                                16,836                    
300,599     (280,362)
Gain on life insurance proceeds (Note Q)                               -                          
-    1,001,787 
                                                             -------------------
---------------------------------

EARNINGS BEFORE CUMULATIVE EFFECT
  OF CHANGE IN ACCOUNTING PRINCIPLE
  AND EXTRAORDINARY LOSS                                       6,819,211                  
3,508,709    3,165,082 
Cumulative effect of change in accounting for percentage rents         -                          
-      612,383 
Extraordinary loss from early extinguishment of debt            (226,873)                         
-            - 
                                                             -------------------
---------------------------------
NET EARNINGS                                                 $ 6,592,338                  
3,508,709    3,777,465 
                                                             
====================================================

NET EARNINGS PER SHARE (NOTE R):
BASIC AND DILUTED
  Earnings per share before cumulative effect
    of change in accounting principle and
    extraordinary item                                       $      0.72                       
0.56         0.51 
  Cumulative effect of change in accounting principle                  -                          
-         0.10 
  Extraordinary loss from early extinguishment of debt             (0.02)                         
-            - 
                                                             -------------------
---------------------------------
                                                             $      0.70                       
0.56         0.61 
                                                             
====================================================
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.
------------------------------------------------------------------

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -       PAGE 29
<PAGE>

MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Year Ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                                                        Common                       
Distributions
                                           Number of    Shares       Additional       
in Excess of        Net
                                            Common      at Par         Paid-in        
Accumulated    Shareholders'
                                             Shares       Value         Capital         
Earnings         Equity
----------------------------------------------------  --------------------------
----------------------------------
<S>                                            <C>          <C>        <C>                
<C>           <C>
BALANCE, December 31, 1994                 6,291,407   $ 62,914         
42,602,505    (17,809,041)     24,856,378 
Conversion of convertible 
subordinated debentures                        1,904         19             
19,122              -          19,141 
Share purchase plan                         (277,200)    (2,772)        
(2,231,844)             -      (2,234,616)
Dividends paid-$0.89 per share                     -          -                  
-     (5,480,146)     (5,480,146)
Net earnings                                       -          -                  
-      3,777,465       3,777,465 
                                          -----------  -------------------------
----------------------------------

BALANCE, December 31, 1995                 6,016,111     60,161         
40,389,783    (19,511,722)     20,938,222 
Conversion of convertible 
subordinated debentures                    1,217,610     12,176         
12,327,280              -      12,339,456 
Share purchase plan                           (8,618)       (86)           
(81,350)             -         (81,436)
Dividends paid-$0.93 per share                     -          -                  
-     (5,893,649)     (5,893,649)
Net earnings                                       -          -                  
-      3,508,709       3,508,709 
                                          -----------  -------------------------
----------------------------------

BALANCE, December 31, 1996                 7,225,103     72,251         
52,635,713    (21,896,662)     30,811,302 
Conversion of convertible 
subordinated debentures                    2,827,838     28,278         
28,740,766              -      28,769,044 
Redemption of Operating
  Partnership Units                                -          -            
(15,000)             -         (15,000)
Share-based plans                            382,307      3,823            
899,499              -         903,322 
Sale of common shares                      4,025,000     40,250         
49,020,874              -      49,061,124 
Dividends paid-$0.97 per share                     -          -                  
-     (9,360,567)     (9,360,567)
Net earnings                                       -          -                  
-      6,592,338       6,592,338 
                                          --------------------------------------
----------------------------------

BALANCE, December 31, 1997                14,460,248   $144,602        
131,281,852    (24,664,891)    106,761,563 
                                          
========================================================================
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -       PAGE 30
<PAGE>

<TABLE>
<CAPTION>
                                                                            
Years ended December 31
                                                             - - - - - - - - - - 
- - - - - - - - - - - - - - - - -
                                                                 1997                 
1996                1995
--------------------------------------------------------------------------------
----------------------------------
<S>                                                              <C>                        
<C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings                                               $  6,592,338                 
3,508,709     3,777,465 
  Adjustments to reconcile net earnings to
    net cash provided by operating activities:
      Depreciation and amortization                             6,954,803                 
5,413,737     4,983,617 
      Minority interest in earnings, net                        1,356,062                   
513,937       718,019 
      Amortization of deferred financing costs                    374,432                   
557,319       580,778 
      (Gain) loss on  properties                                  (16,836)                 
(300,599)      280,362 
      Changes in operating assets and liabilities:
        (Increase) decrease in operating assets                  (539,087)                  
530,517      (709,951)
        Increase (decrease) in operating liabilities            1,190,388                   
(99,940)    1,056,891 
      Other, net                                                   93,858                  
(224,732)      505,887 
                                                             -------------------
----------------------------------
          Total adjustments                                     9,413,620                 
6,390,239     7,415,603 
                                                             -------------------
----------------------------------

      NET CASH PROVIDED BY
        OPERATING ACTIVITIES                                   16,005,958                 
9,898,948    11,193,068 
                                                             -------------------
----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of and additions to properties                 (30,894,917)               
(6,412,365)  (29,522,542)
  Proceeds from sales of properties                            26,867,723                
11,175,108     4,914,988 
  Payments to minority partners                                (1,985,568)                 
(652,186)     (779,675)
  Receipts from minority partners                                  17,607                   
121,184     1,803,000 
                                                             -------------------
----------------------------------

      NET CASH (USED IN) PROVIDED BY
        INVESTING ACTIVITIES                                   (5,995,155)                
4,231,741   (23,584,229)
                                                             -------------------
----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                                  34,900,000                
49,080,565    80,400,000 
  Principal payments on notes payable                         (47,900,000)              
(54,210,708)  (79,009,270)
  Proceeds from mortgages payable                                       -                
18,900,000    16,400,000 
  Principal payments on mortgages payable                     (38,067,252)              
(11,100,609)   (7,240,036)
  Proceeds from construction loans payable                      8,692,916                   
194,222    10,099,510 
  Payments on construction loans payable                                -               
(10,293,732)            - 
  Additions to deferred financing costs                           (31,837)                 
(225,890)     (374,417)
  Proceeds from exercise of share options                          78,526                         
-             - 
  Net proceeds from sale of common shares                      49,061,124                         
-             - 
  Shares purchased                                                      -                   
(81,436)   (2,234,616)
  Dividends paid                                               (9,360,567)               
(5,893,649)   (5,480,146)
  Other, net                                                       29,666                         
-             - 
                                                             -------------------
----------------------------------

      NET CASH (USED IN) PROVIDED BY
        FINANCING ACTIVITIES                                   (2,597,424)              
(13,631,237)   12,561,025 
                                                             -------------------
----------------------------------
NET INCREASE IN  CASH AND CASH EQUIVALENTS                      7,413,379                   
499,452       169,864 
CASH AND CASH EQUIVALENTS, beginning of year                    1,013,838                   
514,386       344,522 
                                                             -------------------
----------------------------------
CASH AND CASH EQUIVALENTS, end of year                       $  8,427,217                 
1,013,838       514,386 
                                                             
=====================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid for interest                                     $ 13,384,175                
12,317,962    12,135,351 
                                                             
=====================================================
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
  Portfolio acquisition (Note B):
    Mortgages payable assumed                                $ 83,922,498                         
-             - 
    Operating Partnership Units issued                         36,064,913                         
-             - 
  Acquisition of minority interests in 
     exchange for notes receivable                                      -                 
2,923,000             - 
  Conversion of subordinated debentures,
    net of deferred financing costs                            28,769,882                
12,339,456        19,141 
                                                             
=====================================================
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -       PAGE 31
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 1997, 1996 and 1995

A.  Summary  of  Significant  Accounting  Policies

Organization

Mid-Atlantic  Realty  Trust  was  incorporated  June  29,  1993,  and  commenced
operations effective with the completion of its initial public share offering on
September 11, 1993. Mid-Atlantic Realty Trust is the successor to the operations
of BTR Realty, Inc. and qualifies as a real estate investment trust ("REIT") for
Federal  income  tax  purposes. As used herein, the term "MART" or the "Company"
refers  to  Mid-Atlantic  Realty Trust and entities owned or controlled by MART,
including  MART  Limited  Partnership  (the  "Operating  Partnership").

Description  of  Business

The  Company  is  a  fully  integrated, self-administered real estate investment
trust  which  owns, acquires, develops, redevelops, leases and manages primarily
neighborhood  or community shopping centers in the Middle Atlantic region of the
United  States.

     The  Company  has an  equity interest  in  twenty-nine  operating  shopping
centers,  twenty-four of which are wholly owned by the Company and five in which
the  Company  has interests ranging from 50% to 93%, as well as other commercial
properties.

     The  Company  also  owns  seven  undeveloped  parcels  of  land  totaling
approximately  132  acres  which  it  is  holding  for  development
or  sale.

     All  of  MART's interests in properties are held directly or indirectly by,
and substantially all of its operations relating to the properties are conducted
through,  the  Operating  Partnership. - Subject to certain conditions, units of
partnership  interest in the Operating Partnership ("Units") may be exchanged by
the  limited  partners for cash or, at the option of MART, the obligation may be
assumed  by  MART  and  paid  either  in  cash or in common shares of beneficial
interest in MART on a one-for-one basis. MART controls the Operating Partnership
as the sole general partner, and owns approximately 82% of the Units at December
31,  1997.

Basis  of  Presentation

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles requires management to make estimates and judgements that
affect  the  reported  amounts  of  assets  and  liabilities  and disclosures of
contingencies  at  the  date  of  the  financial  statements  and  revenues  and
expenses recognized during the reporting period.  Actual  results  could  differ
from those  estimates.

Principles  of  Consolidation

The  consolidated financial statements include all wholly-owned subsidiaries and
majority-owned partnerships, including the Operating Partnership. Investments in
unconsolidated  joint  ventures  are  carried  on  the  equity  method.  All
significant  intercompany  balances  and  transactions have been eliminated in
consolidation.

     The  Company  owns  100%  majority interests in corporate subsidiaries
which  are  general  managing  partners  as  well as limited partners in several
partnerships  which  have  outside  partners  with 50% interests. Based upon the
structure  of  the respective partnership management agreements, the Company has
control  over  the 50% owned partnerships and uses the full consolidation method
to  record  the  50%  owned  partnerships.

Recognition  of  Rental  Revenues

The  Company  earns  rental  income under operating leases with tenants. Minimum
rental  payments  are  recognized as rental revenues in the period when they are
earned  according  to  the applicable lease term. Effective January 1, 1995, the
Company  changed  its  accounting  policy  for  percentage rent. Percentage rent
revenues  are based on store sales, are charged according to a percentage over a
stipulated  amount  of sales for the period according to the lease agreement and
are recognized in the period when the percentage rent is earned. During the year
ended  December  31,  1994,  and  previously,  percentage rent was recognized as
rental  revenues in the period when the percentage rent was billed and received.

          The  cumulative  effect  of  this  change  on  January 1, 1995, was to
increase net earnings by $612,383. The Company believes that this revised policy
is  preferable  since  it  provides  a better matching of revenues and expenses.

Net  Earnings  Per  Share

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings  per  Share,"  in 1997 and, as required by the Statement, net earnings
per  share (EPS) data for prior periods have been restated to conform to the new
standard.

     In  accordance  with  the  provisions  of  the Statement, basic EPS is
computed  by  dividing earnings available to common shareholders by the weighted
average  number  of  common  shares  outstanding.  Diluted EPS is computed after
adjusting  the  numerator  and  denominator of the basic EPS computation for the
effects  of  all dilutive potential common shares outstanding during the period.
The  dilutive  effects  of  convertible  securities  are  computed  using  the
"if-converted"  method  and  the dilutive effects of options, war-

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -       PAGE 32
<PAGE>

rants  and  their equivalents  (including  fixed  awards  and  nonvested  shares
issued  under  share-based  compensation plans) are computed using the "treasury
stock" method.

Capitalization  Policy

Acquisition  costs,  interest  and other carrying costs, as well as construction
and  start-up  costs  of  commercial  properties  are capitalized and charged to
undeveloped  land, construction in progress or deferred costs as appropriate. In
addition, direct costs incurred in the financing and leasing of shopping centers
and  other commercial properties are deferred until the project is completed and
are  then  amortized  over  the  term  of  the  related  mortgage  or  lease.

Properties

Properties  to  be developed or held and used in operations are carried at cost,
reduced  for  impairment  losses where appropriate. Properties held for sale are
carried  at  the  lower  of  their  carrying  value  (i.e. cost less accumulated
depreciation  and any impairment loss recognized, where applicable) or estimated
fair  value  less  cost  to  sell.

     If  events  or  circumstances  indicate  that  the  carrying  value  of  an
operating  property  to  be  held  and  used  may  be impaired, a recoverability
analysis  is  performed  based on estimated undiscounted future cash flows to be
generated  from  the property. If the analysis indicates that the carrying value
is  not  recoverable  from  future  cash  flows, the property is written down to
estimated  fair  value  and  an  impairment  loss  is  recognized.

     Depreciation  of  buildings  and  leaseholds  is  provided  using  the
straight-line  method  over  the  estimated  useful  lives or lease terms of the
properties. Improvements for tenants are amortized on a straight-line basis over
the  terms of the related tenant leases. Expenditures for normal maintenance and
repairs  are  charged  against  income  as  incurred.

Share-based  Compensation

The  Company uses the intrinsic value method to account for share-based employee
compensation  plans.  Under  this  method,  compensation  cost is recognized for
awards  of  shares  to employees only if the quoted market price of the share at
the  grant date (or other measurement date, if later) is greater than the amount
the employee must pay to acquire the share. Information concerning the pro forma
effects  on  net earnings and net earnings per share of using a fair value-based
method  to  account for share-based employee compensation plans, rather than the
intrinsic  value  method,  is  provided  in  note  L.



Income  Taxes

The Company has elected to qualify, and intends to continue to qualify as a REIT
pursuant  to  the Internal Revenue Code Sections 856 through 860, as amended. In
general,  under  such  Code provisions a trust which, in any taxable year, meets
certain  requirements  and  distributes  to its shareholders at least 95% of its
REIT  taxable  income will not be subject to Federal income tax to the extent of
the  income  which  it  distributes.

Cash  Equivalents

All  highly  liquid  unrestricted  investments with original maturities of three
months  or  less  are  considered  cash  equivalents.

Tenant  Recovery  Revenues

Effective  January  1, 1997, the Company changed its reporting of tenant expense
recoveries.  During  the  year  ended  December 31, 1996, and previously, tenant
expense  recoveries  were  reported  in  the  operating  expense  line  in  the
consolidated  statements  of  operations.  Management  believes reporting tenant
expense  recoveries  separately  as  a  component  of  revenue  provides  a more
informative  presentation of revenues and expenses. The comparative prior period
revenue  and  operating  expense  data  have  been  reclassified to reflect this
change.

Deferred  Financing  Costs

Costs associated with the issuance of debt are capitalized as deferred financing
costs  and amortized on a straight-line basis, which is not materially different
from  the  interest  method,  over  the  term  of  the  related  debt.

Financial  Instruments

Fair  values  of  financial instruments approximate their carrying values in the
financial  statements, except for mortgages payable and convertible subordinated
debentures  for  which  fair  value  information  is presented in notes D and J,
respectively.  The  fair values of this debt at December 31, 1997 and 1996, were
determined  based  on  discounted  estimated  future  payments  to  be made. The
discount  rates used approximate the rates currently offered for borrowings with
similar  remaining  maturities.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -       PAGE 33
<PAGE>

B.  Portfolio  Acquisition

On  July  1, 1997, the Company acquired a portfolio of nine shopping centers and
one  medical  office  building  in  the  Baltimore metropolitan area from family
members  and  affiliates  of  the  Pechter  family  ("JHP").  At  closing of the
transaction  ("JHP  Acquisition"),  the Company formed the Operating Partnership
and  members  of  JHP were admitted as limited partners. The Company assigned to
the Operating Partnership its beneficial interest in the properties owned by the
Company  and  its  subsidiaries  in  exchange for a number of Units equal to the
number  of  outstanding common shares of beneficial interest of the Company. For
the  JHP  properties,  the  Operating  Partnership  issued to the members of JHP
3,235,000  Units.  The  acquisition was accounted for using the purchase method.
The  aggregate  fair  market  value  of  the  assets  acquired was approximately
$120,000,000,  including the assumption of existing mortgage indebtedness with a
fair  value  of  approximately  $84,000,000.

     The  consolidated  statement  of  operations  for  the  year ended December
31, 1997, includes revenues and expenses related to JHP properties only from the
date  of  acquisition. The Company's unaudited pro forma consolidated results of
operations  for  the  years  ended  December  31,  1997  and  1996, assuming the
acquisition  occurred at the beginning of each period, are summarized as follows
(in  thousands,  except  per  share  data):

<TABLE>
<CAPTION>
                     1997     1996
-----------------------------------
<S>                 <C>      <C>
Revenues            $46,325  45,449
Net earnings          6,728   3,474
Earnings per share     0.71    0.56
-----------------------------------
</TABLE>

     The  unaudited  pro  forma  revenues  and earnings summarized above are not
necessarily  indicative  of  the  results  that  would  have  occurred  if  the
acquisition  had  been  consummated at the beginning of each period or of future
results  of  operations.

C.  Operating  Properties

Operating  properties  consist  of  the  following:

<TABLE>
<CAPTION>
                                            December 31,
                                   - - - - - - - - -- - - - -
                                        1997          1996
                                   --------------------------
<S>                                <C>           <C>         
Land                               $ 60,791,781    20,111,661
Land improvements                    32,857,818    27,074,441
Buildings                           172,685,206   112,963,061
Improvements for tenants             13,200,649     6,967,280
Development costs on completed
  projects                            9,486,625    14,724,923
Furniture, fixtures and equipment     2,374,956     2,225,960
Deferred lease costs                 15,490,325    16,496,519
                                   --------------------------
                                    306,887,360   200,563,845
Less accumulated depreciation and
  amortization                       42,781,532    42,702,472
                                   --------------------------
                                   $264,105,828   157,861,373
                                   ==========================
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -       PAGE 34
<PAGE>

D.  Properties  and  Related  Accumulated  Depreciation  and  Amortization  and
Mortgages  Payable

A  summary of the Company's properties and related mortgages payable at December
31,  1997,  follows:

<TABLE>
<CAPTION>
                                                                                             
Accumulated
                                                                    Cost of                  
Depreciation
                                  Mortgages      Initial     Subsequent      
Total         and
Classification                     Payable        Cost      Improvements     
Cost      Amortization   Net Cost
--------------------------------------------------------------------------------
--------------------------------
<S>                                    <C>           <C>          <C>           
<C>          <C>           <C>
Shopping centers                 $113,736,522  247,939,481    42,636,924  
290,576,405    38,380,405  252,196,000
Bowling centers                             -    2,200,106        71,706    
2,271,812     1,111,842   1,159,970
Office buildings                    2,329,219    9,439,113     1,017,638   
10,456,751     2,018,296   8,438,455
Other rental properties                     -    2,173,695       727,384    
2,901,079       889,172   2,011,907
Other property                              -      681,313             -      
681,313       381,817      299,496
                                 -----------------------------------------------
--------------------------
Operating properties              116,065,741  262,433,708    44,453,652  
306,887,360    42,781,532  264,105,828
Development operations                      -   18,812,326             -   
18,812,326             -   18,812,326

Property held for development or sale       -    5,559,864             -    
5,559,864             -    5,559,864
                                 -----------------------------------------------
--------------------------
                                 $116,065,741  286,805,898    44,453,652  
331,259,550    42,781,532  288,478,018
                                  
==============================================================
============================================
</TABLE>

Mortgages  payable  at  December  31,  1997, bear interest at rates ranging from
7.55%  to  10.25%  and  mature  in  installments  through 2020. Aggregate annual
principal  payments  applicable  to mortgages payable at December 31, 1997, are:

<TABLE>
<CAPTION>
<S>         <C>
1998        $11,892,719
1999         17,317,773
2000          3,759,189
2001          3,269,691
2002          8,893,136
Thereafter   70,933,233
-----------------------
</TABLE>

At  December  31,  1997,  and  1996,  the  estimated  fair  values
of  mortgages  payable  were  $122,038,000  and  $73,719,000,  respectively.

E.  Development  Operations

Development  operations  consist  of  the  following:

<TABLE>
<CAPTION>
                                December 31,
                          - - - - - - - - -- - - - 
                             1997          1996
---------------------------------------------------
<S>                       <C>          <C>
Land                      $ 4,231,832     1,088,832
Construction in progress   14,066,126     1,164,937
Pre-construction costs        514,368       612,856
                          -------------------------
                          $18,812,326     2,866,625
                          =========================
</TABLE>

Development  operations  are  transferred  to  operating  property  costs when a
project  is  completed,  at  which time depreciation and amortization commences.
Construction  period  interest  cost  capitalized  during  1997  and  1996  was
approximately  $445,000  and  $104,000,  respectively.

F.  Notes  and  Accounts  Receivable

The  Company performs credit evaluations of prospective new tenants and requires
security  deposits  where appropriate. Tenants' compliance with the terms of the
leases  is  monitored  closely  and  the  allowance  for  doubtful  accounts  is
established  based  on  an  analysis  of  the  risk of loss on specific tenants,
historical  trends,  and  other  relevant  information.  Management  believes
adequate provision has been  made  for  the  Company's  credit  risk  for all
receivables.

G.  Deferred  Financing  Costs

Deferred  financing  costs  consist  of  the  following:

<TABLE>
<CAPTION>
                                              December 31,
                                       - - - - - - - - -- - - -
                                           1997         1996
---------------------------------------------------------------
<S>                                    <C>         <C>
Deferred costs related to convertible
  debentures                           $  893,571     2,409,533
Deferred costs of line of credit          328,825       296,987
Deferred costs related to operating
  properties                            1,798,961     1,910,481
                                       ------------------------
                                        3,021,357     4,617,001
Less accumulated amortization           1,848,887     2,178,818
                                       ------------------------
Deferred financing costs               $1,172,470     2,438,183
                                       ========================
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -      PAGE 35
<PAGE>

H.  Accounts  Payable  and  Accrued  Expenses

Accounts  payable  and  accrued  expenses  consist  of  the  following:

<TABLE>
<CAPTION>
                                              December 31,
                                       - - - - - - - - -- - - -
                                          1997         1996
---------------------------------------------------------------
<S>                                    <C>         <C>
Trade accounts payable                 $3,333,177     2,177,870
Retainage on construction in progress     780,024       173,072
Accrued debenture interest                389,237     1,049,598
Other accrued expenses                  1,218,655     1,118,048
                                       ------------------------
                                       $5,721,093     4,518,588
                                       ========================
</TABLE>

I.  Notes  Payable

Notes payable consist of line of credit borrowings of $3,400,000 and $16,400,000
at  December  31, 1997 and 1996, respectively. The Company has an agreement with
its  primary  bank that provides for a $40,000,000 secured line of credit. The
agreement  provides  that  as long as the Company is in compliance with all loan
covenants,  the loan maturity date, which at December 31, 1997, was December 31,
2000,  will  be  extended one year automatically each year. Under the agreement,
the  Bank  must  give the Company two years notice should it decide to terminate
the  loan.  Availability  under  the  agreement  is  determined by the amount of
collateral provided. At December 31, 1997, $40,000,000 was fully collateralized.
The  line  bears interest at the prime rate. However, the Company has the option
to  fix  the  rate  at  LIBOR  plus  1.125% for fixed periods from three to nine
months.  A  stand-by  fee  is required by the bank for any unused portion of the
line.  The  agreement  contains  covenants  which provide for the maintenance of
specified  debt  service  ratios  and  minimum  levels  of  net worth, and other
requirements,  among  which  is  the  requirement  that the Company maintain its
status  as  a  REIT,  and  other normal conditions consistent with bank lines of
credit.

     The  Company has received a commitment letter  from  its  primary  bank  to
increase  its  line  of  credit  from $40,000,000 to $75,000,000. The new credit
facility  will  be  unsecured  and  is  subject  to  agreement  on  final terms.

     At  December  31, 1997, the unused line of credit available to the Company,
subject  to compliance with all terms and conditions of the agreement and net of
outstanding letters of credit of $878,914, was $35,721,086. The maximum level of
borrowings under the line of credit was $21,300,000, $21,500,000 and $32,000,000
in  1997,  1996  and  1995, respectively. The average amounts of borrowings were
approximately  $13,191,000,  $11,710,000, and $17,534,000, with weighted average
interest rates approximating 7.1%, 7.1%, and  7.8%,  in  1997,  1996  and  1995,
respectively. The weighted average interest rate at December 31, was 7.1%, 6.9%,
and  7.8%,  in  1997,  1996,  and  1995,  respectively.

J.  Convertible Subordinated  Debentures

Effective  September  11,  1993,  the  Company issued $60,000,000 of convertible
subordinated  debentures  at  7.625%  scheduled  to  mature  in September 2003.
Interest  on  the debentures is paid semi-annually on March 15 and September 15.
The debentures are convertible, unless previously redeemed, at any time prior to
maturity  into common shares of beneficial interest of the Company at $10.50 per
share,  subject  to certain adjustments. In 1997, $29,693,000 in debentures were
converted  to  2,827,838  common  shares  of  beneficial  interest.  In  1996,
$12,785,000  in  debentures  were  converted  to  1,217,610  common  shares  of
beneficial  interest.  In  1995,  $20,000  in debentures were converted to 1,904
common shares of beneficial interest. The balance of the debentures, at December
31,  1997,  of $17,502,000, convertible at $10.50 per share, if fully converted,
would produce an additional 1,666,857 shares. Costs associated with the issuance
of the debentures were approximately $894,000 at December 31, 1997 and are being
amortized through 2003. The debentures are redeemable by the Company at any time
at  100%  of  the  principal amount thereof, together with accrued interest. The
debentures  are  subordinate  to all mortgages payable. At December 31, 1997 and
1996,  the  estimated  fair values of convertible sub-ordinated debentures were
$17,872,000  and  $47,195,000, respectively.

K.  Income  Taxes

As  discussed  in Note A, the Company plans to maintain its status as a REIT and
be  taxed  under  Sections  856-860  of  the  Internal  Revenue Code of 1986, as
amended.  Accordingly,  no  provision has been made for Federal income taxes. At
December  31, 1997, the income tax bases of the Company's assets and liabilities
were  approximately  $222,000,000  and  $152,000,000,  respectively.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -       PAGE 36
<PAGE>

L.  Shareholders'  Equity

Preferred  Shares

At  its  inception  on  September  11, 1993, MART authorized 2,000,000 preferred
shares  of beneficial interest at a par value of $.01 per share. At December 31,
1997,  none  of  these  shares  were  issued  and  outstanding.

Share-Based  Plans

The  Company  has  established a 1993 Omnibus share plan and a 1995 share option
plan  ("Plans")  under  which  trustees,  officers  and employees may be granted
awards  of  share  options, share appreciation rights, performance shares and/or
restricted shares. The purpose of the Plans is to provide equity-based incentive
compensation  based  on  long-term appreciation in value of MART's shares and to
promote the interests of the Company and its shareholders by encouraging greater
management  ownership  of  the  Company's  shares.

     At  December  31,  1997,  1,491,026  shares  were  reserved
for  future  issuance  under  the  Plans,  including  1,025,000
shares  authorized  on  November  14,  1997,  subject  to
shareholder  approval.

     Share  options  generally vest over a three-year period, subject to certain
conditions,  typically  have  an exercise price equal to the market price at the
grant  date or the date that they vest and have a maximum term of ten years. The
Company  has  not  granted  any share appreciation rights or performance shares.

     Changes in options outstanding under the  Plans  are summarized as follows:

<TABLE>
<CAPTION>
                                1997               1996               1995
--------------------------------------------------------------------------------
                                   Weighted            Weighted         Weighted
                                    average            average           average
                                   exercise            exercise         exercise
                         Options     price   Options   price    Options    price
--------------------------------------------------------------------------------
<S>                     <C>        <C>        <C>       <C>     <C>       <C>
Balance at
  beginning of year      395,632   $   10.19   395,632  $10.26  256,000   $10.50
Options granted          380,000       13.33         -       -  142,632     8.98
Options exercised        (13,974)       9.97         -       -        -        -
Options canceled         (19,804)      10.08         -       -   (3,000)   10.50
                         -------------------------------------------------------
Balance at end of year   741,854   $   12.00   395,632  $10.19  395,632   $10.26
                         =======================================================
Options exercisable      488,520   $   11.32   348,532  $10.19  217,433   $10.16
                         =======================================================
</TABLE>

Information  about  options  outstanding  at  December 31, 1997 is summarized as
follows:  

<TABLE>
<CAPTION>
                             Options       Weighted average       Options
Exercise price per share   Outstanding  remaining life (years)  Exercisable
---------------------------------------------------------------------------
<S>                               <C>                    <C>           <C>
$10.50                         237,666                     7.3      237,666
$ 8.94                          38,188                     7.8       38,188
$ 9.75                          40,100                     7.8       40,100
$11.50                          10,000                     9.5        3,333
$13.38                         415,900                     9.6      169,233
                           ------------------------------------------------
                               741,854                              488,520
                           ================================================
</TABLE>

     The  per  share weighted-average  fair  values  of  options  granted during
1997  and  1995  were  $.92 and $.63, respectively. No options were granted in
1996.  These  fair  values  were  estimated on the dates of each grant using the
Black-Scholes  option-pricing  model  with  the  following  assumptions:

<TABLE>
<CAPTION>
                           1997     1995
----------------------------------------
<S>                       <C>     <C>   
Risk-free interest rate    5.78%   6.05%
Dividend yield             8.47%   7.73%
Volatility factor         18.43%  18.61%
Life (years)               3.00    5.58 
========================================
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -       PAGE 37
<PAGE>

L.  Shareholders'  Equity  (Continued)

Share-Based  Plans  (Continued)

The  option  prices  were  equal  to  the  market prices at the date of grant or
vesting  date  for all of the options granted in 1997 and 1995 and, accordingly,
no  compensation  cost  has  been  recognized  for  options  in  the  financial
statements.  If  the  Company had applied a fair value-based method to recognize
compensation  cost  for  stock options, net earnings and net earnings per common
share  would  have  been  reduced  as  indicated  below:

<TABLE>
<CAPTION>
                            Years ended December 31,
                            - - - - - - - - - - - - - - - - - - - - - - - -
                                      1997               1996       1995
---------------------------------------------------------------------------
<S>                                    <C>               <C>        <C>
Net earnings:
  As reported               $        6,592,338     3,508,709  3,777,465
  Pro forma                          6,451,554     3,479,036  3,744,966
Net earnings per common
  share-basic and diluted:
    As reported                           0.70          0.56       0.61
    Pro forma                             0.68          0.56       0.61
===========================================================================
</TABLE>

     The  pro  forma  amounts  reflect  only  options  granted  after  1994.
Therefore,  the  full  impact of calculating compensation cost for stock options
under  a  fair  value-based  method  is  not  reflected in the pro forma amounts
because  compensation  cost  is recognized over the options' vesting periods and
compensation  cost  for options granted prior to January 1, 1995 is not required
to  be  considered.

Restricted  Share  Plan

In  1997,  the  Executive  Compensation  Committee recommended, and the Board of
Trustees approved, a Restricted Share Plan. The Executive Compensation Committee
believes  that  the  grant  of  restricted  share  awards  provides  a long-term
incentive  to  persons  who  contribute  to the growth of MART and establishes a
direct  link  between  compensation  and  shareholder  return.

     In  1997,  400,000  restricted  shares were made available for the plan and
368,333  restricted  shares with a market value of $13.38 per share were awarded
under  the plan. These shares are subject to forfeiture restrictions which lapse
at defined annual rates to 2008, subject to the recipients' continued employment
with  the  Company. The Company recognizes the amortization of the fair value of
the  shares  awarded  as  compensation  costs over the terms of the awards. Such
costs  were  $825,000  in  1997.

Share  Repurchase  Plan

On  February  14,  1995,  the Board of Trustees approved a share repurchase plan
which  authorized  the  repurchase of up to approximately 310,000 shares. During
the  year  ended  December  31,  1995 the Company purchased 277,200 shares at an
average  cost  of  $8.06  per  share. On February 12, 1996 the Board of Trustees
increased  the  authorized  number of shares that may be repurchased to 410,000.
During  the  year  ended  December  31, 1996 the Company purchased an additional
8,618  shares  at  an  average  cost  of  $9.45  per  share.

M.  Commitments

Minimum rental commitments for operating land leases as of December 31, 1997 are
as  follows:

<TABLE>
<CAPTION>
<S>         <C>
1998        $   625,000
1999            625,000
2000            625,000
2001            625,000
2002            625,000
Thereafter   23,882,000
-----------------------
Total       $27,007,000
=======================
</TABLE>

     Certain  of the leases contain renewal or  purchase  options.  All  of  the
leases  require the Company to pay real estate taxes. Total annual minimum lease
payments  amounted  to  $675,000 in 1997, $601,000 in 1996 and $262,000 in 1995.

N.  Leases

The  Company's  shopping  centers  and other commercial properties are generally
leased  on  a  long-term  basis.  All leases are classified as operating leases.
Future  minimum  lease  payments receivable under noncancelable operating leases
are  as  follows:

<TABLE>
<CAPTION>
<S>         <C>
1998        $ 35,845,000
1999          32,550,000
2000          29,112,000
2001          26,226,000
2002          23,146,000
Thereafter   176,677,000
------------------------
Total       $323,556,000
========================
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST      -       PAGE 38
<PAGE>

     The  minimum  future lease payments do not include contingent rentals which
may be paid under certain leases on the basis of a percentage of sales in excess
of  stipulated  amounts.  Contingent  rentals  amounted  to  $816,000  in  1997,
$1,012,000  in 1996 and $1,246,000 in 1995. On a prospective basis, no more than
3.3%  of annual rental revenue is derived from any one tenant, except Giant Food
of Maryland. Giant Food minimum lease payments represent approximately 11.7% for
the  years  1998  through  2002  and  32%  thereafter of the total minimum lease
payments  above.  The  percentages  of total minimum lease payments in the years
1998  and beyond are high due to the fact that Giant Food leases have long lease
terms  compared  with  other major tenants who use renewal option terms. Renewal
option  minimum  lease  payments  are  not  included  in  the  totals  above.

O.  Other  Revenues

Other  revenues  consists  of  the  following:

<TABLE>
<CAPTION>
                                  Years Ended December 31,
                        - - - - - - - - - - - - - - - - - - - - - - -
                          1997              1996              1995
---------------------------------------------------------------------
<S>                     <C>                 <C>              <C>
Interest and dividends  $321,185           484,428        757,905
Miscellaneous            146,453           225,149        269,430
                        ---------------------------------------------
                        $467,638           709,577      1,027,335
                        =============================================
</TABLE>

P.  Gain  (Loss)  on  Properties

Gain  (loss)  on  properties  consists  of  the  following:

<TABLE>
<CAPTION>
                                       Years Ended December 31,
                         - - - - - - - - - - - - - - - - - - - - - - - - - 
                             1997                1996               1995
---------------------------------------------------------------------------
<S>                             <C>                 <C>           <C>
Gain (loss) on sales of
  operating properties   $ 1,042,727              720,916      (257,731)
Gain (loss) on sales of
  properties held for
  sale, net                  122,109              293,583       (22,631)
Valuation allowance for
  loss on property
  under contract          (1,148,000)            (713,900)            - 
                         --------------------------------------------------
                         $    16,836              300,599      (280,362)
                         ==================================================
</TABLE>

     The  gain  (loss)  on sales  of  operating  properties  includes  minority
interest  of  $75,173  for  the  year  ended  December  31,1997.

The  gain  (loss)  on  sales of operating properties and gain (loss) on sales of
properties held for sale, net, include minority interest of $21,194 and $96,049,
respectively,  for  the  year  ended  December
31,  1996.

Q.  Gain  on  Life  Insurance  Proceeds

In  January, 1995, the Company received $1,002,000 in life insurance proceeds as
a  result  of  the  death  of  a  former  BTR  general  partner  and  officer.

R.  Net  Earnings  Per  Share

The  following table sets forth information relating to the computation of basic
and  diluted  earnings  per  share:

<TABLE>
<CAPTION>
                                                                                
Years Ended December 31,
                                                                             
1997        1996       1995
--------------------------------------------------------------------------------
---------------------------
<S>                                                                          <C>          
<C>        <C>
Numerator:
  Earnings before cumulative effect of accounting 
     change and extraordinary loss                                     
$6,819,211    3,508,709  3,165,082
    Dividends on unvested restricted share awards                         
(76,667)          -          -
                                                                        --------
-------------------------
  Numerator for basic earnings per share-earnings 
     available to common shareholders                                   
6,742,544    3,508,709  3,165,082
    Adjustment to dividends on restricted share awards                        
537           -          -
                                                                        --------
-------------------------
  Numerator for diluted earnings per share-earnings 
     available to common shareholders                                  
$6,743,081   3,508,709  3,165,082
                                                                        
=================================
Denominator:(1)
  Denominator for basic earnings per share-weighted 
     average shares outstanding                                         
9,308,682   6,211,092  6,176,991
  Effect of dilutive securities:
    Unvested portion of restricted share awards                             
2,145           -          -
    Share options                                                          
49,739           -          -
                                                                        --------
-------------------------
  Denominator for diluted earnings per 
     share-adjusted weighted average shares                             
9,360,566   6,211,092  6,176,991
                                                                        
=================================
<FN>

(1)  The  denominator  excludes  the  effect of securities which are 
antidilutive. At December 31,
1997, the convertible
subordinated  debentures,  if converted, would produce an additional 1,666,857 
shares and the
Units, if exchanged, would
produce  an  additional  3,175,770  shares.
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -      PAGE 39
<PAGE>

S.  Subsequent  Events

The  Company acquired Wayne Heights Plaza on January 26, 1998, for 
approximately$5,400,000.  The  Company  acquired  Wayne Avenue Plaza 
on February 11, 1998, for approximately  $10,700,000  which  included  
the  assumption  of  a  mortgage approximating  $8,300,000.

ITEM  9  -  CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL  DISCLOSURE

None.

PART  III

ITEM  10  -  TRUSTEES  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
The  information  with  respect  to  the identity and business experience of the
trustees  of  MART and their remuneration, in the definitive proxy statement (to
be filed pursuant to Regulation 14A) with respect to the election of trustees at
the  1998  annual  meeting of shareholders, is incorporated herein by reference.

     The  Executive  Officers  of  MART  are  as  follows:

<TABLE>
<CAPTION>
Name        Age                                  Position and Business 
Experience
--------------------------------------------------------------------------------
-
<S>         <C>  <C>
LeRoy E.     72  Chairman of the Board of MART since September 1993.
Hoffberger       Director of BTR from 1963 to September 1993. President of CPC, 
Inc., President and Director of
                 Keystone Realty Co., Vice President and Director of MP 
Commercial Inc., Director of the
                 following public mutual funds - Davis New York Venture Fund and 
eight other public mutual funds
                 also advised by Davis Selected Advisers, L.P. , President and 
Director of the Hoffberger
                 Foundation, Vice President and Director of Hoffberger Family 
Fund.
F. Patrick   50  President and CEO of MART since September 1993.
Hughes           President of BTR from November 1990 to September 1993.

Paul F.      44  Executive Vice President of MART since March 1996.
Robinson         Vice President of MART since September 1993. Vice President of 
BTR from May 1992 to
                 September 1993. Secretary and General Counsel of MART since 
September 1993. Secretary and
                 General Counsel of BTR from
                 May 1989 to September 1993.

Paul G.      38  Vice President of MART since March 1996.
Bollinger        Principal Financial Officer of MART since September 1993. 
Controller of MART and BTR from
                 June 1992 to January 1998. Assistant Treasurer & Assistant 
Secretary since May 1992. Principal
                 Financial Officer of Financial Associates of Maryland (BTR 
related residential development
                 partnership), for more than five years.

Eugene T.    49  Treasurer of MART since September 1993.
Grady            Treasurer of BTR since May 1989.
</TABLE>

Each executive officer is elected for a term expiring at the next regular annual
meeting  of  the Board of Trustees of the Company or until his successor is duly
elected  and  qualified.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -      PAGE 40
<PAGE>

ITEM  11  -  EXECUTIVE  COMPENSATION

The  information  required  by  this  item is incorporated by reference from the
Registrant's Proxy Statement to be filed with respect to the 1998 annual meeting
of  shareholders.

ITEM  12  -  SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The  information  required  by  this  item is incorporated by reference from the
Registrant's Proxy Statement to be filed with respect to the 1998 annual meeting
of  shareholders.

ITEM  13  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

The  information  required  by  this  item is incorporated by reference from the
Registrant's Proxy Statement to be filed with respect to the 1998 annual meeting
of  shareholders.

PART  IV

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

(a)  1.  Financial  Statements
The following financial statements of Mid-Atlantic Realty Trust and Subsidiaries
are  included  in  Part  II  Item  8:
  Independent  auditors'  report
  Consolidated  balance  sheets  as  of  December  31,  1997  and  1996
  Consolidated  statements  of  operations  for  the  years  ended
    December  31,  1997,  1996  and  1995
  Consolidated  statements  of  shareholders'  equity  for  the  years
    ended  December  31,  1997,  1996  and  1995
  Consolidated  statements  of  cash  flows  for  the  years  ended
      December  31,  1997,  1996  and  1995
  Notes  to  consolidated  financial  statements

(a)  2.  Financial  Statement  Schedule
Schedule  III-Real  estate  and  accumulated  depreciation  and  amortization
All  other  schedules  are  omitted  because  they  are  not  applicable, or not
required,  or  because  the required information is included in the consolidated
financial  statements  or  notes  thereto.

(a)  3.  Exhibits

<TABLE>
<CAPTION>
Exhibit  No.
<C>    <S>

 3(a)  Declaration of Trust dated June 29, 1993 (incorporated by reference to 
Exhibit 3(a) to
MART's Registration
       Statement on Form S-11, File No. 33-66386).
 3(b)  By-laws (incorporated by reference to the Exhibit 3(b) to MART's 
Registration Statement
on Form S-11,
       File No. 33-66386).
 4(a)  Specimen of certificate for Common Shares of Beneficial Interest 
(incorporated by
reference to Exhibit 4(a) to
       MART's Registration Statement on Form S-11, File No. 33-66386).
 4(b)  Form of Trust Indenture dated September 8, 1993 between MART and Security 
Trust
Company, N.A. (incorporated
       by reference to Exhibit 4(b) to MART's Registration Statement on Form S-
11, File No.
33-66386).
10(a)  Mid-Atlantic Realty Trust 1993 Omnibus Share Plan, as amended through 
November 14,
1997.*
10(b)  Mid-Atlantic Realty Trust 1995 Stock Option Plan (incorporated by 
reference to MART's
Registration Statement on
       Form S-8, File No. 333-12161).
10(c)  Employment Agreement between BTR Realty, Inc. and F. Patrick Hughes 
(incorporated
by reference to Exhibit
       10(b) to MART's Registration Statement on Form S-11, File No. 33-66386).
10(d)  Employment Agreement between BTR Realty, Inc. and Paul F. Robinson 
(incorporated by
reference to Exhibit
       10(c) to MART's Registration Statement on Form S-11, File No. 33-66386).
10(e)  Amendment dated December 1, 1995 to Employment Agreement between MART and 
F.
Patrick Hughes and
       MART and Paul F. Robinson.*
10(f)  Commitment Letter from First National Bank of Md. for Line of Credit to 
MART
(incorporated by reference to
       Exhibit 10(d) to MART's Registration Statement on Form S-11, File No. 33-
66386).
10(g)  Agreement for Contribution of Interests dated April 1, 1997 among Mid-
Atlantic Realty
Trust and the Contributors
       named therein (incorporated by reference to Exhibit (c)1 to Form 8-K 
filed July 15, 1997).
10(h)  Agreement of Limited Partnership of MART Limited Partnership dated as of 
June 30,
1997 (incorporated by
       reference to Exhibit (c)2 to Form 8-K filed July 15, 1997).
10(i)  Partnership Purchase and Sale Agreement among BTR Gateway, Inc., Mid-
Atlantic Realty
Trust, and Prentiss
       Properties Acquisition, L.P. (incorporated by reference to Exhibit (b)1 
to Form 8-K filed
September 30, 1997).
10(j)  Mid-Atlantic Realty Trust Restricted Share Plan, adopted on November 14, 
1997.*
10(k)  Mid-Atlantic Realty Trust Non-Employee Trustee Deferred Compensation 
Plan, adopted
on November 14, 1997.*
   12  Computation of Ratio of Earnings to Fixed Charges.*
   21  Subsidiaries of the Registrant.*
   23  Consent of KPMG Peat Marwick LLP.* 
   27  Financial Data Schedule.*
</TABLE>

(b)  Reports  on  Form  8-K.
     None.
*Filed  herewith

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -      PAGE 41
<PAGE>

SCHEDULE  III  -  REAL  ESTATE  AND  ACCUMULATED  DEPRECIATION

<TABLE>
<CAPTION>
December  31,  1997                      Initial cost to Company      Cost 
capitalized subsequent to
acquisition
                                         - - - - - - - - - - - - -  - - - - - - 
- - - - - - - - - - - - - - - - 
                                                                                            
Carrying costs
                            Mortgages                Buildings and                
- - - - - - - - - - - - - - - 
Description                  payable        Land     Improvements   Improvements        
Land       
Improvements
--------------------------------------------------------------------------------
--------------------------------
<S>                        <C>           <C>         <C>            <C>           
<C>              <C>
Shopping Centers
Harford Mall               $ 19,374,196     599,031      8,457,331    20,176,368         
(12,954)            
- 
Enchanted Forest
  Shopping Center            12,041,548   3,873,246     15,314,736        24,883               
-              - 
Timonium Shopping Center      9,710,472   6,252,248     12,090,955         9,965               
-             
- 
Radcliffe Center                      -  11,205,665      5,663,480           583               
-              - 
Shawan Plaza                 14,387,965   2,055,694     13,930,839         2,028               
-              - 
Ingleside Shopping Center             -   3,023,230     11,817,212         7,544               
-              - 
Owings Mills                 12,805,977   4,381,666      9,547,434       129,088               
-              - 
Shoppes at Easton             7,531,537   2,600,000     10,379,069        19,425               
-              - 
Brandywine Commons                    -           -     12,244,289             -               
-              - 
Lutherville Station                   -           -      4,031,809     7,296,476               
-              - 
Perry Hall Square             3,145,116   3,538,825      6,604,216        56,315               
-              - 
Timonium Crossing             6,330,420   4,276,779      4,792,548         2,344               
-              - 
Smoketown Plaza                       -     516,312     10,095,077       671,634               
-              - 
Glen Burnie Village                   -   3,081,553      4,598,794         1,094               
-              - 
Columbia Plaza                        -     999,739      6,887,711     1,488,836         
203,353              - 
Colonie Plaza                         -   1,137,567      7,755,095       654,960               
-              - 
Wilkens Beltway Plaza                 -           -      3,601,891     1,112,067         
475,481      2,923,200 
Spotsylvania Crossing                 -   1,544,314      6,600,616       292,719               
-              - 
Skyline Village               5,482,807     555,295      6,240,003     1,063,366               
-              - 
Club Centre                   5,544,495   2,029,919      3,600,663        17,512               
-              - 
York Road Plaza               8,544,767   1,562,382      2,102,575     2,801,390               
-              - 
Milford Commons                       -     673,306      3,789,682             -               
-              - 
Page Plaza                            -     496,404      5,777,369       146,064        
(160,000)    (1,131,298)
Rosedale Plaza                1,785,461   1,024,712      3,217,926       307,149               
-              - 
Sudley Towne Plaza                    -     789,881      3,736,837       483,603               
-              - 
Burke Town Plaza              7,051,761           -      2,936,134     1,792,767               
-              - 
Arundel Plaza                         -   1,695,566        530,951             -               
-              - 
Rolling Road Plaza                    -     338,791      1,632,268     2,080,576               
-       (837,931)
Patriots Plaza                        -           -      1,709,846       538,317               
-              - 
--------------------------------------------------------------------------------
--------------------------------
                            113,736,522  58,252,125    189,687,356    41,177,073         
505,880       
953,971 
--------------------------------------------------------------------------------
--------------------------------
Office Buildings
Orchard Square                2,329,219   1,160,666      2,959,390           654               
-              - 
Patriots Plaza                        -           -      1,522,943       243,882               
-              - 
Wilkens Office II                     -           -      1,644,370       272,797               
-              - 
Wilkens Office I                      -           -      1,383,102       365,590               
-              - 
Wilkens Office III                    -           -        768,642       134,715               
-              - 
--------------------------------------------------------------------------------
--------------------------------
                              2,329,219   1,160,666      8,278,447     1,017,638               
-              - 
--------------------------------------------------------------------------------
--------------------------------
Bowling Centers
Freestate                             -     180,025        740,082         2,719               
-              - 
Waldorf                               -     243,139        579,096         5,690               
-              - 
Clinton                               -           -        457,764        63,297               
-              - 
--------------------------------------------------------------------------------
--------------------------------
                                      -     423,164      1,776,942        71,706               
-              - 
--------------------------------------------------------------------------------
--------------------------------
Other Rental Properties
Business Center                       -     395,536      1,190,692        67,046               
-              - 
Southwest                             -           -        283,039       610,278          
45,149              - 
Waldorf Firestone                     -       9,261        161,543         4,911               
-              - 
Ocean City                            -           -        133,624             -               
-              - 
--------------------------------------------------------------------------------
--------------------------------
                                      -     404,797      1,768,898       682,235          
45,149              - 
--------------------------------------------------------------------------------
--------------------------------
Development Operations                -           -     18,812,326             -               
-              - 
--------------------------------------------------------------------------------
--------------------------------
Property Held                         -   5,559,864              -             -               
-              - 
--------------------------------------------------------------------------------
--------------------------------
Other Property                        -           -        681,313             -               
-              - 
--------------------------------------------------------------------------------
--------------------------------
                           $116,065,741  65,800,616    221,005,282    42,948,652         
551,029        953,971 
================================================================================
================================
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -      PAGE 42
<PAGE>

SCHEDULE  III  -  REAL  ESTATE  AND  ACCUMULATED  DEPRECIATION  - 
CONTINUED

<TABLE>
<CAPTION>
                                                                                                        
Life  on  which
December  31,  1997     Amount at which carried at close of period                                     
depreciation on
                        - - - - - - - - - - - - - - - - - - - - -                                        
latest  income
                                       Buildings and               Accumulated     
Date of        Date     statement is
Description                   Land     improvements      Total     depreciation  
construction   acquired    
computed
--------------------------------------------------------------------------------
---------------------------------------
<S>                        <C>         <C>            <C>          <C>           
<C>           <C>         <C>
Shopping Centers
Harford Mall                  586,077     28,633,699   29,219,776    11,358,886         
12/73                
5-50 yrs.
Enchanted Forest
  Shopping Center           3,873,246     15,339,619   19,212,865       291,035                      
7/97    
5-50 yrs.
Timonium Shopping Center    6,252,248     12,100,920   18,353,168       166,154                     
7/97     5-50 yrs.
Radcliffe Center           11,205,665      5,664,063   16,869,728       221,091                      
7/97    
5-50 yrs.
Shawan Plaza                2,055,694     13,932,867   15,988,561       329,572                      
7/97    
5-50 yrs.
Ingleside Shopping Center   3,023,230     11,824,756   14,847,986       148,625                      
7/97  
  5-50 yrs.
Owings Mills                4,381,666      9,676,522   14,058,188       445,478         
12/95                
5-50 yrs.
Shoppes at Easton           2,600,000     10,398,494   12,998,494       756,474                      
9/94    
5-50 yrs.
Brandywine Commons                  -     12,244,289   12,244,289       870,563                     
11/95    
5-50 yrs.
Lutherville Station                 -     11,328,285   11,328,285       531,559                     
10/93     5-50
yrs.
Perry Hall Square           3,538,825      6,660,531   10,199,356       280,578                      
7/97    
5-50 yrs.
Timonium Crossing           4,276,779      4,794,892    9,071,671        79,542                      
7/97    
5-50 yrs.
Smoketown Plaza               516,312     10,766,711   11,283,023     3,181,177          
4/87                
5-50 yrs.
Glen Burnie Village         3,081,553      4,599,888    7,681,441        79,383                      
7/97    
5-50 yrs.
Columbia Plaza              1,203,092      8,376,547    9,579,639     2,395,571          
6/88                
5-50 yrs.
Colonie Plaza               1,137,567      8,410,055    9,547,622     2,462,141         
12/87                
5-50 yrs.
Wilkens Beltway Plaza         475,481      7,637,158    8,112,639     1,655,669          
5/81                
5-50 yrs.
Spotsylvania Crossing       1,544,314      6,893,335    8,437,649     2,116,522          
5/87                
5-50 yrs.
Skyline Village               555,295      7,303,369    7,858,664     2,093,065          
5/88                
5-50 yrs.
Club Centre                 2,029,919      3,618,175    5,648,094        98,025                      
7/97     5-50
yrs.
York Road Plaza             1,562,382      4,903,965    6,466,347     1,493,378                     
11/85    
5-50 yrs.
Milford Commons               673,306      3,789,682    4,462,988         6,315                     
12/97    
5-50 yrs.
Page Plaza                    336,404      4,792,135    5,128,539       936,880          
8/91                 5-50
yrs.
Rosedale Plaza              1,024,712      3,525,075    4,549,787       707,055                     
10/89    
5-50 yrs.
Sudley Towne Plaza            789,881      4,220,440    5,010,321     1,444,340          
7/84                
5-50 yrs.
Burke Town Plaza                    -      4,728,901    4,728,901     2,009,635     
7/79-7/82                
5-50 yrs.
Arundel Plaza               1,695,566        530,951    2,226,517             -                     
12/97     5-50
yrs.
Rolling Road Plaza            338,791      2,874,913    3,213,704     1,247,615          
6/73                
5-50 yrs.
Patriots Plaza                      -      2,248,163    2,248,163       974,077          
6/84                 5-50 yrs.
--------------------------------------------------------------------------------
---------------------------------------
                           58,758,005    231,818,400  290,576,405    38,380,405
--------------------------------------------------------------------------------
---------------------------------------
Office Buildings
Orchard Square              1,160,666      2,960,044    4,120,710        66,264                      
7/97    
5-50 yrs.
Patriots Plaza                      -      1,766,825    1,766,825       601,044          
8/85                 5-50 yrs.
Wilkens Office II                   -      1,917,167    1,917,167       538,067          
1/87                 5-50
yrs.
Wilkens Office I                    -      1,748,692    1,748,692       619,187          
1/85                 5-50
yrs.
Wilkens Office III                  -        903,357      903,357       193,734          
1/91                 5-50
yrs.
--------------------------------------------------------------------------------
---------------------------------------
                            1,160,666      9,296,085   10,456,751     2,018,296
--------------------------------------------------------------------------------
---------------------------------------
Bowling Centers
Freestate                     180,025        742,801      922,826       591,167          
3/78                 5-50
yrs.
Waldorf                       243,139        584,786      827,925       241,828          
3/79                 5-50
yrs.
Clinton                             -        521,061      521,061       278,847          
8/71                 5-50 yrs.
--------------------------------------------------------------------------------
---------------------------------------
                              423,164      1,848,648    2,271,812     1,111,842
--------------------------------------------------------------------------------
---------------------------------------
Other Rental Properties
Business Center               395,536      1,257,738    1,653,274       261,477          
4/90                
5-50 yrs.
Southwest                      45,149        893,317      938,466       487,964          
4/68                 5-50
yrs.
Waldorf Firestone               9,261        166,454      175,715        67,352          
9/78                 5-50
yrs.
Ocean City                          -        133,624      133,624        72,379                     
12/87     5-50 yrs.
--------------------------------------------------------------------------------
---------------------------------------
                              449,946      2,451,133    2,901,079       889,172
--------------------------------------------------------------------------------
---------------------------------------
Development Operations              -     18,812,326   18,812,326             -         
91-97
--------------------------------------------------------------------------------
---------------------------------------
Property Held               5,559,864              -    5,559,864             -    
7/73-12/97
--------------------------------------------------------------------------------
---------------------------------------
Other Property                      -        681,313      681,313       381,817                
9/82-12/97     3-10
yrs.
--------------------------------------------------------------------------------
---------------------------------------
                           66,351,645    264,907,905  331,259,550    42,781,532
================================================================================
=======================================
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -      PAGE 43
<PAGE>

(1)  The  changes  in  total  cost  of  properties  are  as  follows:

<TABLE>
<CAPTION>
                                 Years  Ended  December  31,
                         - - - - - - - - - - - - - - - - - - - - -
                             1997           1996          1995
------------------------------------------------------------------
<S>                      <C>            <C>           <C> 
Balance beginning
  of year                $210,258,781   213,822,056   191,497,142 
Additions during year:
  Acquisitions            136,321,147     3,126,553    12,244,289 
  Improvements              2,697,464     1,498,868     2,356,780 
  Development
    operations             15,633,614     4,715,773    15,685,170
                          ----------------------------------------
                          154,652,225     9,341,194    30,286,239 
                          ----------------------------------------
Deductions during year:
  Valuation allowance
    for loss               (1,148,000)     (713,900)            - 
  Cost of real estate
    sold                  (32,340,056)  (11,965,663)   (6,292,793)
  Retirements and
    disposals                (163,400)     (224,906)   (1,668,532)
                          ----------------------------------------
                          (33,651,456)  (12,904,469)   (7,961,325)
                          ----------------------------------------
  Balance end
    of year              $331,259,550   210,258,781   213,822,056 
                         =========================================
</TABLE>

(2)  The  changes  in  accumulated  depreciation  are  as  follows:

<TABLE>
<CAPTION>
                                  Years  Ended  December  31,
                        - - - - - - - - - - - - - - - - - - - - -
                              1997           1996           1995
-----------------------------------------------------------------
<S>                     <C>             <C>            <C>       
Balance beginning
  of year               $(42,702,472)  (39,430,308)  (36,448,969)
Depreciation and
  amortization            (6,954,803)   (5,413,737)   (4,983,617)
Retirements, disposals
  and sales                6,875,743     2,141,573     2,002,278 
                        -----------------------------------------
Balance end of year     $(42,781,532)  (42,702,472)  (39,430,308)
                        =========================================
</TABLE>

(3)  The  aggregate  basis  of  properties  for  Federal  income tax purposes is
approximately  $279,000,000  at  December  31,  1997.
(4)  See  Item  2  for  geographic  location  of  properties.
(5)  Freestate  includes  one  bowling  center  in  Illinois.

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST       -      PAGE 44
<PAGE>
ENHIBIT 21.  PARENT AND SUBSIDIARIES OF REGISTRANT

The  subsidiaries  of  MART  are listed below. All are engaged in the ownership
and/or  development  of  commercial  real  estate  in the United States. All are
included  in  the consolidated financial statements filed as part of this Annual
Report.

<TABLE>
<CAPTION>
                                    State of Incorporation
Name                                     or Formation       Interest
---------------------------------------------------------------------
<S>                                 <C>                     <C>
CORPORATIONS:
BTR Arkor, Inc.                     Maryland                     100%
BTR Atlanta Daycare, Inc.           Maryland                     100%
BTR Business Center, Inc.           Maryland                     100%
BTR Chandler, Inc.                  Maryland                     100%
BTR East Greenbush, Inc.            Maryland                     100%
BTR Fallston Corner, Inc.           Maryland                     100%
BTR Free State Bowls, Inc.          Maryland                     100%
BTR Gateway, Inc.                   Maryland                     100%
BTR Holdings, Inc. (Formerly
  Diamond Alley, Inc.)              Maryland                     100%
BTR Manassas, Inc.                  Maryland                     100%
BTR Marigot, Inc.                   Maryland                     100%
BTR Marina, Inc.                    Maryland                     100%
BTR McClintock, Inc.                Maryland                     100%
BTR New Ridge, Inc.                 Maryland                     100%
BTR Northwood Properties, Inc.      Maryland                     100%
BTR Odenton Properties, Inc.        Maryland                     100%
BTR Ray Road, Inc.                  Maryland                     100%
BTR Real Estate Enterprises, Inc.   Maryland                     100%
BTR Salisbury, Inc.                 Maryland                     100%
BTR Southdale, Inc.                 Maryland                     100%
BTR Union Hills, Inc.               Maryland                     100%
BTR Waldorf Development
  Corporation                       Maryland                     100%
BTR Waldorf Tire, Inc.              Maryland                     100%
BTR Yuma, Inc.                      Maryland                     100%
Burke Town Plaza, Inc.              Maryland                     100%
Brandywine Commons, Inc.            Maryland                     100%
Clinton Development Company, Inc.   Maryland                     100%
Colonie Plaza, Inc.                 Maryland                     100%
Columbia Plaza, Inc.                Maryland                     100%
Commonwealth Plaza, Inc.            Maryland                     100%
Concourse Realty Management, Inc.   Maryland                     100%
Davis Ford Properties, Inc.         Maryland                     100%
Essanwy, Inc.                       Maryland                     100%
Easton Shoppes, Inc.                Maryland                     100%
Fredericksburg Plaza, Inc.          Maryland                     100%
Greenbush Residential, Inc.         Maryland                     100%
Harrisonburg Plaza, Inc.            Maryland                     100%
Kingston Crossing, Inc.             Maryland                     100%
MART Acquisition, Inc.              Maryland                     100%
New Town Village, Inc.              Maryland                     100%
North East Station, Inc.            Maryland                     100%
Orchard Landing Apartments, Inc.    Maryland                     100%
Orchard Landing Limited, Inc.       Maryland                     100%
Page Plaza Associates, Inc.         Maryland                     100%
Park Sedona, Inc.                   Maryland                     100%
Rolling Road Plaza, Inc.            Maryland                     100%
Rosedale Partners, Inc.             Maryland                     100%
Rosedale Plaza, Inc.                Maryland                     100%
Route 642 Properties, Inc.          Maryland                     100%
Sedona Sewer, Inc.                  Maryland                     100%
Southdale Mortgage, Inc.            Maryland                     100%
Southwest Development Properties,
  Inc.                              Maryland                     100%
Timonium Shopping Center, Inc.      Maryland                     100%
Wake Plaza, Inc.                    Maryland                     100%
Wyaness, Inc.                       Maryland                     100%
LIMITED LIABILITY COMPANIES:
Perry Hall Square, LLC              Maryland                     100%
Radcliffe, LLC                      Maryland                     100%
Round Hollow, LLC                   Maryland                     100%
Stonehenge, LLC                     Maryland                     100%
Talton, LLC                         Maryland                     100%
Timonium Shopping Center
  Associates, LLC                   Maryland                     100%
Yorkway Associates, LLC             Maryland                     100%
</TABLE>

     The  following  are  partnerships  in  which Mid-Atlantic Realty Trust has
partnership  interests:

<TABLE>
<CAPTION>
                                       State of
Name                                   Formation  Interest
-----------------------------------------------------------
<S>                                    <C>        <C>
Arizona & Warner Limited Partnership   Maryland         50%
BBG Joint Venture                      Maryland         93%
BBG Properties Limited Partnership     Maryland         93%
Fredericksburg Plaza Limited
  Partnership                          Maryland         93%
Financial Associates of Maryland       Maryland        100%
Gateway International Limited
  Partnership                          Maryland        100%
Harbour Island Associates              Maryland        100%
Kensington Associates                  Maryland         93%
MART Limited Partnership               Maryland         82%
Northwood Limited Partnership          Maryland         67%
Ritchie Limited Liability Partnership  Maryland         67%
Rosedale Plaza Limited Partnership     Maryland        100%
Route 642 Limited Partnership          Maryland         93%
Scotia Associates Limited Partnership  Maryland         50%
Southdale Limited Partnership          Maryland         50%
Union Hills Limited Partnership        Maryland         50%
Wyaness Associates                     Maryland        100%
</TABLE>

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST
-PAGE 45
<PAGE>

SIGNATURES

Pursuant  to  the  requirements of Section 13 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.

                               MID-ATLANTIC  REALTY  TRUST

Date:    3/26/98          /s/  F.  Patrick  Hughes
         ------------------------------------------
                          F.  Patrick  Hughes,  President
Signatures

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

Date:    3/26/98          /s/  LeRoy  E.  Hoffberger
         -------------------------------------------
                          LeRoy  E.  Hoffberger,  Chairman

Date:    3/26/98          /s/  F.  Patrick  Hughes
         ------------------------------
F.  Patrick  Hughes,  Trustee,  Principal  Executive  Officer

Date:    3/26/98          /s/  Paul  G.  Bollinger
         ---------------------------------
Paul G.  Bollinger, Controller, Principal Financial Officer

Date:    3/26/98          /s/  Eugene  T.  Grady
         -----------------------------------------------
                          Eugene  T.  Grady,  Treasurer

Date:    3/26/98          /s/  Robert  A.  Frank
         -----------------------------------------------
                          Robert  A.  Frank,  Trustee

Date:    3/26/98          /s/  Marc  P.  Blum
         -----------------------------------------------
                          Marc  P.  Blum,  Trustee

Date:    3/27/98          /s/  M.  Ronald  Lipman
         -----------------------------------------------
                          M.  Ronald  Lipman,  Trustee

Date:    3/26/98          /s/  Jack  H.  Pechter
         -----------------------------------------------
                          Jack  H.  Pechter,  Trustee

Date:    3/26/98          /s/  Daniel  S.  Stone
         -----------------------------------------------
                          Daniel  S.  Stone,  Trustee

Date:    3/27/98          /s/  David  F.  Benson
         -----------------------------------------------
                          David  F.  Benson,  Trustee

1997 ANNUAL REPORT       -      MID - ATLANTIC REALTY TRUST
 PAGE 46
<PAGE>