FORM 10-Q
                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                                          UNITED STATES
                               SECURITIES AND EXCHANGE COMMISSION
                                      Washington, D.C.  20549
                                            FORM 10-Q


   (Mark One)
   [ X ]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
   EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998
                          -----------------------------------------------------
                                                        or
   [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934
   For the transition period from _______________________ to __________________
   (Amended by Exch Act Rel No. 312905. Eff 4/26/93)

   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                   21093
   ----------------------------------------------------------------------------
       (Address of principal executive offices)                   (Zip Code)

                         (410) 684-2000
   ----------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


   -----------------------------------------------------------------
              (Former name, former address and former fiscal year,
              if changed since last report)


   Indicate  by check mark  whether  the  registrant  (1) has filed all  reports
   required to be filed by Sections 13 or 15 (d) of the Securities  Exchange Act
   of 1934 during the  preceding 12 months (or for such shorter  period that the
   registrant  was required to file such  reports),  and (2) has been subject to
   such filing requirements for the past 90 days.

                                YES    X                NO
                                      ---                   --

   14,348,133 Common Shares were outstanding as of July 29, 1998.






<PAGE>                                  1

                              MID-ATLANTIC REALTY TRUST
                                  AND SUBSIDIARIES


   Part I.    FINANCIAL INFORMATION

         Item 1.  CONSOLIDATED FINANCIAL STATEMENTS

                          CONSOLIDATED BALANCE SHEETS

                          CONSOLIDATED STATEMENTS OF OPERATIONS

                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


   Part II.    OTHER INFORMATION

         Item 1.   LEGAL PROCEEDINGS

         Item 2.   CHANGES IN SECURITIES

         Item 3.   DEFAULTS UPON SENIOR SECURITIES

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

         Item 5.   OTHER INFORMATION

         Item 6.   EXHIBITS AND REPORTS ON FORM 8-K
























<PAGE>                                       2


   Part I. FINANCIAL INFORMATION
   Item 1. Consolidated Financial Statements

                                   MID-ATLANTIC REALTY TRUST
                                  Consolidated Balance Sheets


<TABLE>
<CAPTION>

                                                            As of
                                                  June 30,        December 31,
                                                    1998             1997
                                              ---------------- ----------------
                                                 (UNAUDITED)
<S>                                                  <C>               <C>
ASSETS
Properties:
 Operating properties  .......................$    332,662,669      306,887,360
 Less accumulated depreciation and amortization .   46,038,388       42,781,532
                                              ---------------- ----------------
                                                   286,624,281      264,105,828
 Development operations  ........................    9,923,737       18,812,326
 Property held for development or sale  .........    5,417,611        5,559,864
                                              ---------------- ----------------
                                                   301,965,629      288,478,018

Cash and cash equivalents  ......................    2,392,243        8,427,217
Notes and accounts receivable - tenants  and other . 2,265,586          880,414
Prepaid expenses and deposits  ..................      740,572        1,928,584
Deferred financing costs ........................      978,895        1,172,470
                                              ---------------- ----------------
                                             $     308,342,925      300,886,703
                                              ================ ================


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
 Accounts payable and accrued expenses .........$    5,038,515        5,721,093
 Notes payable .................................    12,300,000        3,400,000
 Construction loan payable .....................     9,000,044        8,692,916
 Mortgages payable .............................   116,368,124      116,065,741
 Convertible subordinated debentures............    15,372,000       17,502,000
 Deferred income ...............................       800,587          666,444
                                              ---------------- ----------------
                                                   158,879,270      152,048,194
                                              ---------------- ----------------

Minority interest in consolidated joint ventures    41,695,494       42,076,946
                                              ---------------- ----------------
Shareholders' Equity:
 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,
    14,657,282 and 14,460,248, respectively ...        146,573          144,602
 Additional paid-in capital  ..................    133,510,629      131,281,852
 Distributions in excess of accumulated earnings   (25,889,041)     (24,664,891)
                                              ---------------- ----------------
                                                   107,768,161      106,761,563
                                              ---------------- ----------------
                                             $     308,342,925      300,886,703
                                              ================ ================
See   accompanying   notes   to   consolidated  financial
statements.
</TABLE>


<PAGE>                                     3
                                  MID-ATLANTIC REALTY TRUST
                            Consolidated Statements of Operations
                                         (UNAUDITED)
<TABLE>
<CAPTION>

                      Six Months Ended                    Three Months Ended
                           June 30,                             June 30,
            --------------------------------  ---------------------------------
                  1998             1997              1998             1997
            --------------  ----------------  ---------------- ----------------
<S>                <C>             <C>               <C>              <C>    

REVENUES:
 Rentals       $20,382,171       13,760,586        10,331,084        6,815,341
 Tenant recovery 3,465,851        2,489,336         1,804,745        1,287,424
 Other ........    243,708          147,175           131,506           89,564
            --------------  ----------------  ---------------- ----------------
                24,091,730       16,397,097        12,267,335        8,192,329
            --------------  ----------------  ---------------- ----------------

COSTS AND EXPENSES:
 Interest  ...   5,889,822        5,362,560         3,054,171        2,586,519
 Depreciation 
  / amortization
  of property and
  improvements   4,313,290        2,749,266         2,195,011        1,355,273
 Operating.....  4,926,993        4,223,257         2,545,373        2,105,070
 General and 
 administrative  1,456,879        1,134,746           755,762          562,092
            --------------  ----------------  ---------------- ----------------
                16,586,984       13,469,829         8,550,317        6,608,954
            --------------  ----------------  ---------------- ----------------
EARNINGS FROM 
 OPERATIONS BEFORE
 BEFORE MINORITY 
 INTEREST  ..... 7,504,746         2,927,268        3,717,018        1,583,375

Minority interest 
 expense .......(1,491,913)         (137,722)        (739,222)         (70,449)
             --------------  ----------------  ---------------- ---------------

EARNINGS FROM 
 OPERATIONS .... 6,012,833         2,789,546        2,977,796        1,512,926

Gain on
 properties ....    92,437            91,172           24,487           15,999
            --------------  ----------------  ---------------- ----------------

EARNINGS BEFORE
 EXTRAORDINARY 
 LOSS............6,105,270         2,880,718        3,002,283        1,528,925

Extraordinary loss
 from early
 extinguishment of 
 debt..........   (32,984)               -                 -                -



NET EARNINGS....$6,072,286         2,880,718        3,002,283        1,528,925
            ==============  ================  ================ ================



NET EARNINGS PER SHARE
 -BASIC AND DILUTED
  AND BEFORE AND
  AFTER EXTRAORDINARY
  ITEM           $   0.41              0.37             0.20             0.19
            ==============  ================  ================ ================











See   accompanying   notes   to   consolidated   financial
statements.
</TABLE>


<PAGE>                                 4
                          MID-ATLANTIC REALTY TRUST
                     Consolidated Statements of Cash Flows
                                 (UNAUDITED)
<TABLE>
<CAPTION>
                                                    Six Months Ended June 30,
                                                 ----------------------------
                                                     1998               1997
                                                 ------------       -----------
<S>                                                   <C>               <C>

Cash flows from operating activities:
  Net earnings .........................$           6,072,286         2,880,718
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
      Depreciation and amortization  ....           4,237,504         2,749,266
      Gain on properties ................             (92,437)          (91,172)
      Stock compensation, net............             197,868              -
      Minority interest in earnings, net.           1,484,564           137,722
      Amortization of deferred financing costs        148,974           204,664
      Changes in operating assets and liabilities:
       (Increase) decrease in operating assets...    (197,160)        1,471,760
       Decrease in operating liabilities ........    (548,435)         (495,177)
                                             ----------------  ----------------

           Total adjustments  ..........            5,230,878         3,977,063
                                             ----------------  ----------------

NET CASH PROVIDED BY
 OPERATING ACTIVITIES ..................           11,303,164         6,857,781
                                             ----------------  ----------------

Cash flows from investing activities:
  Acquisitions of and additions to properties     (13,770,232)       (8,089,484)
    Proceeds from sales of properties  ......       4,498,017         5,137,111
    Receipts from minority partners .........           -                17,607
    Payments to minority partners ...........      (1,866,016)         (658,020)
                                             ----------------  ----------------
NET CASH USED IN
 INVESTING ACTIVITIES  ......................     (11,138,231)       (3,592,786) 

                                             ----------------  ----------------     
Cash flows from financing activities:
   Proceeds from notes payable  .............      16,300,000        26,200,000
   Principal payments on notes payable  .....      (7,400,000)      (26,600,000)
   Principal payments on mortgages payable  .      (7,920,963)         (425,308)
   Proceeds from construction loan payable  .         307,128         2,829,202
   Additions to deferred financing costs ....          (9,224)          (11,501)
   Dividends paid............................      (7,296,436)       (3,746,242)
   Shares repurchased........................        (153,593)             (297)
   Other, net ...............................         (26,819)           39,026
                                             ----------------  ----------------
NET CASH USED IN
 FINANCING ACTIVITIES  ......................      (6,199,907)       (1,715,120)
                                             ----------------  ----------------

NET (DECREASE)  INCREASE IN CASH
  AND CASH EQUIVALENTS  .....................      (6,034,974)        1,549,875

CASH AND CASH EQUIVALENTS,
  beginning of period  ......................       8,427,217         1,013,838
                                             ----------------  ----------------

CASH AND CASH EQUIVALENTS,
  end of period  ............................$      2,392,243         2,563,713
                                             ================  ================

Schedule of Noncash Investing and Financing Activities:
 Mortgages payable assumed in acquisition ...$      8,299,132            -
 Conversion of subordinated debentures,
  net of deferred financing costs............$      2,072,000        10,649,269
                                             ================  ================


During the six month periods ended June 30, 1998 and 1997, $587,880 and $81,130,
respectively, of interest costs were capitalized as construction period interest
in development operations.




See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>                                  5



                            MID-ATLANTIC REALTY TRUST
                   Notes To Consolidated Financial Statements
                                   (UNAUDITED)

   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 31 operating  shopping centers,  26
   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 125 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 June 30, 1998.


   CONSOLIDATED FINANCIAL STATEMENTS
        The consolidated  balance sheet as of June 30, 1998 and the consolidated
   statements of operations  for the Company for the six and three month periods
   ended June 30, 1998 and June 30, 1997 and the consolidated statements of cash
   flows for the six month periods  ended June 30, 1998 and June 30, 1997,  have
   been prepared by the Company without audit. In the opinion of management, all
   adjustments  (which include only normal recurring  adjustments)  necessary to
   present fairly the financial  position,  results of operations and cash flows
   have been included.  The results of operations for the periods ended June 30,
   1998 are not  necessarily  indicative of the  operating  results for the full
   year.

        Certain  information  and  footnote  disclosures  normally  included  in
   financial  statements   prepared  in  accordance  with  generally   accepted
   accounting  principles  have  been  omitted.  It  is  suggested  that  these
   consolidated financial  statements  be  read  in   conjunction   with  the
   consolidated  financial  statements  and  notes  thereto  included  in  the
   Mid-Atlantic Realty Trust 1997 Annual Report to Shareholders.

   NET EARNINGS PER SHARE
        Basic  earnings  per share  ("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,  warrants and their equivalents (including
   fixed awards and  nonvested shares issued under share-based compensation
   plans) are computed using the "treasury stock" method.










                                                                     CONTINUED







<PAGE>                                  6

                             MID-ATLANTIC REALTY TRUST
               Notes To Consolidated Financial Statements - Continued
                                    (UNAUDITED)

NET EARNINGS PER SHARE - Continued

The following table sets forth  information  relating to the computation
of basic and diluted earnings per share:
<TABLE>
<CAPTION>
                  Six Months Ended June 30,         Three Months Ended June 30,
            -------------------------------------------------------------------
                  1998             1997              1998             1997
            --------------  ----------------  ---------------- ----------------
<S>               <C>              <C>               <C>              <C>    
Numerator:
Earnings before
 extraordinary 
 loss:     $     6,105,270         2,880,718         3,002,283        1,528,925
Dividends on
 unvested 
 restricted
 share awards     (153,595)            -               (76,928)           -
            --------------  ----------------  ---------------- ----------------
Numerator for
 basic earnings
 per share-
 earnings
 available to
 common
 shareholders    5,951,675         2,880,718         2,925,355        1,528,925

Adjustments to
 dividends on
 restricted 
 share awards        3,528              -                  194             -
Numerator for 
 diluted 
 earnings
 per share-
 earnings 
 available to
 common  
 shareholders  ===========  ================  ================ ================
           $     5,955,203         2,880,718         2,925,549        1,528,925
               ===========  ================  ================ ================

Denominator: (1)
Denominator for
 basic earnings
 per share-weighted
 average shares 
 outstanding    14,269,910         7,815,859        14,316,793        7,818,154
Effect of 
dilutive
securities:
 Unvested portion
 of restricted 
 share awards        7,056            -                10,442             -
Share options       81,856            34,326           73,587            29,643
Denominator for
 diluted earnings
 per share-
 adjusted 
 weighted
 average
 shares
 outstanding==============  ================  ================ ================
                14,358,822         7,850,185        14,400,822        7,847,797
            ==============  ================  ================ ================
</TABLE>

   (1) The denominator excludes the effect of securities which are antidilutive.
   For  purposes  of  this   computation  at  June  30,  1998,  the  convertible
   subordinated debentures, if converted,  would produce an additional 1,464,000
   shares and the Units,  if exchanged,  would  produce an additional  3,175,771
   shares.


   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.  For the six months ended
   June 30, 1998,  $2,130,000 in  debentures  were  converted to 202,846  common
   shares of  beneficial  interest.  For the six  months  ended  June 30,  1997,
   $11,009,000  in  debentures  were  converted  to 1,048,452  common  shares of
   beneficial  interest.  The balance of the  debentures,  at June 30, 1998,  of
   $15,372,000,  convertible  at $10.50 per  share, if fully  converted,  would
   produce an additional 1,464,000 shares. Costs associated with the issuance of
   the  debentures  were  approximately  $784,826 at June 30, 1998 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.

   SHAREHOLDERS' EQUITY
        During the six months ended June 30, 1998,  shareholders' equity changed
   for the following  items:
          - Net earnings of  $6,072,286
          - Dividend paid of $7,296,436
          - Common shares and  additional paid-in capital increased by
            $2,072,000   due  to  conversion  of  $2,130,000  in
            debentures
          - Other changes,  net of $158,748,  primarily  related to
            the restricted share plan and stock repurchases.

   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  $302,000 for the six months  ended June 30,  1998,  of which
   $155,000 in costs were  recorded as general and  administrative  expenses and
   $147,000 in costs were capitalized as additions to properties.










 
<PAGE>                                  7


   Part I. FINANCIAL INFORMATION
   Item 2.
                          MID-ATLANTIC REALTY TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          The following  discussion compares the Company's results of operations
   for the six and three months ended June 30, 1998,  with those for the six and
   three months ended June 30, 1997.

   Comparison of six months ended June 30, 1998 to six months ended June 30, 
   1997.

         Rental  revenues  increased by $6,622,000 or 48% to $20,382,000 for the
   six months ended June 30, 1998 from $13,761,000 for the six months ended June
   30, 1997.  The portfolio  acquisition  of ten  properties  from  partnerships
   associated with Jack H. Pechter in July 1997 ("JHP Acquisition")  contributed
   an increase in rental  revenues of  approximately  $6,490,000 for the period.
   Acquisitions  of Milford  Commons and Arundel Plaza in December  1997, and of
   Wayne Heights Plaza in January 1998,  and Wayne Avenue Plaza in February 1998
   ("New   Acquisitions")   contributed  an  increase  in  rental   revenues  of
   approximately  $1,288,000.  The  redevelopment  of Lutherville  Station,  the
   development  of North  East  Station,  and  other  occupancy  and net  rental
   increases  contributed   approximately  $872,000  in  rental  increases.  The
   increases  were partially  offset by $2,028,000 in rental  revenue  decreases
   attributable to the March 1997 sale of the Union Hills shopping  center,  the
   sale in May 1997 of the Plaza Del Rio shopping  center,  the  September  1997
   sale of the Gateway  International Office project, and the April 1998 sale of
   Page Plaza shopping center.

          Tenant  recovery  revenues  increased by $977,000 to  $3,466,000  from
   $2,489,000.  The increased  tenant  recoveries  were primarily due to the JHP
   Acquisition and the New Acquisitions offset by decreases related to the sales
   of properties referred to above.

          Other  revenues   increased  by  $97,000  to  $244,000  from  $147,000
   primarily due to interest income from higher short term investment balances.

          As  a  result  of  the  above  changes  total  revenues  increased  by
   $7,695,000 to $24,092,000 from $16,397,000.

          Interest  expense  increased by $527,000 to $5,890,000 from $5,363,000
   primarily  due to increases  related to debt assumed for the JHP  Acquisition
   and New Acquisitions of $2,078,000  partly offset by decreases related to the
   conversion  of  debentures  $971,000,  and the paydown of mortgages and notes
   payable, $580,000.

          Depreciation  and  amortization  increased by $1,564,000 to $4,313,000
   from $2,749,000 primarily due to increases related to the JHP Acquisition .

          Operating expenses increased by $704,000 to $4,927,000 from $4,223,000
   primarily due to increased  operating  expenses from JHP and New  Acquisition
   properties offset by reduced operating expenses related to property sales.

          General and administrative expenses increased by $322,000 to 
   $1,457,000 from $1,135,000 due primarily to increased compensation expenses.
   
          Minority  interest expense  increased by $1,354,000 to $1,492,000 from
   $138,000  due  primarily  to the  addition  of minority  limited  partnership
   interests in connection with the JHP Acquisition.


          For the six  months  ended June 30,  1998,  earnings  from  operations
   increased by $3,223,000 to $6,013,000 from $2,790,000. MART also recognized a
   gain  on  properties  of  $92,000  and an  extraordinary  loss  on the  early
   extinguishment  of debt of $33,000.  The gain on properties and extraordinary
   item, when combined with earnings from  operations,  resulted in net earnings
   of $6,073,000. For the six months ended June 30, 1997, MART recognized a gain
   on properties of $91,000. The gain on properties, when combined with earnings
   from operations, resulted in net earnings of $2,881,000 for the period.

   Comparison of three months ended June 30, 1998 to three months ended June 30,
   1997.

         Rental  revenues  increased by $3,516,000 or 52% to $10,331,000 for the
   three months ended June 30, 1998 from  $6,815,000  for the three months ended
   June 30, 1997. The JHP Acquisition contributed an increase in rental revenues
   of approximately  $3,265,000 for the period. New Acquisitions  contributed an
   increase in rental revenues of approximately  $763,000.  The redevelopment of
   Lutherville  Station,  the  development  of North  East  Station,  and  other
   occupancy  and net rental  increases  contributed  approximately  $495,000 in
   rental increases. The increases were partially offset by $1,007,000 in rental
   revenue  decreases  attributable to the sale in May 1997 of the Plaza Del Rio
   shopping center, the September 1997 sale of the Gateway  International Office
   project, and the April 1998 sale of Page Plaza shopping center.

          Tenant  recovery  revenues  increased by $518,000 to  $1,805,000  from
    $1,287,000.  The increased  tenant  recoveries were primarily due to the JHP
    Acquisition and the New Acquisitions  partly offset by decreases  related to
    the sales of properties referred to above.

                                    CONTINUED

<PAGE>                                 8
                           MID-ATLANTIC REALTY TRUST
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED

   Comparison of three months ended June 30, 1998 to three months ended June 30,
   1997 - Continued

          Other revenues increased by $42,000 to $132,000 from $90,000 primarily
   due to interest income from higher short term investment balances.

          As  a  result  of  the  above  changes  total  revenues  increased  by
   $4,075,000 to $12,267,000 from $8,192,000.

          Interest  expense  increased by $467,000 to $3,054,000 from $2,587,000
   primarily  due to increases  related to debt assumed for the JHP  Acquisition
   and New Acquisitions of $1,304,000  partly offset by decreases related to the
   conversion of debentures $415,000, and the paydown of mortgages payable.

          Depreciation and amortization increased by $840,000 to $2,195,000 from
   $1,355,000 primarily due to increases related to the JHP Acquisition .

          Operating expenses increased by $440,000 to $2,545,000 from $2,105,000
   primarily due to increased  operating  expenses from JHP and New  Acquisition
   properties  partly offset by reduced  operating  expenses related to property
   sales.

          General and administrative expenses increased by $194,000 to $756,000
   from $562,000 due primarily to increased compensation expenses.
   
          Minority  interest  expense  increased  by $669,000  to $739,000  from
   $70,000  due  primarily  to the  addition  of  minority  limited  partnership
   interests in connection with the JHP Acquisition.

   Cash Flow Comparison
          The  following   discussion  compares  the  statement  of  cash  flows
   information for 1998 with the information for 1997.

          Net cash flow provided by operating  activities  was  $11,303,000  and
   $6,858,000 in the six months ended June 30, 1998 and 1997, 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 used in investing activities increased by $7,545,000,
   to $11,138,000 in 1998 from $3,593,000 in 1997.  The increase was primarily
   a result of increased levels of acquisitions and additions to properties
   in 1998.

          Net cash flow used in financing  activities increased by $4,485,000 to
   net cash flow used in financing  activities  of  $6,200,000  in 1998 from net
   cash flow used in financing  activities of  $1,715,000 in 1997.  The increase
   was primarily a result of an increase in dividends paid.

   RECENT ACCOUNTING PRONOUNCEMENTS

        In May 1998, the Emerging Issues Task Force of the Financial  Accounting
   Standards  Board reached a consensus on Issue 98-9 relating to the accounting
   for contingent rent in interim financial periods. The consensus requires that
   a lessor defer  recognition  of contingent  rental income in interim  periods
   until the  specified  target that  triggers the  contingent  rental income is
   achieved.  The  implementation of this  pronouncement did not have a material
   impact for the three and six month periods ended June 30, 1998.

   Part II. OTHER INFORMATION

   Item 1. Legal  Proceedings - In the ordinary course of business,  the Company
   is  involved  in legal  proceedings.  However,  there are no  material  legal
   proceedings pending against the Company.

   Item 2. Changes in Securities - None

   Item 3. Defaults upon Senior Securities - None
<TABLE>

   Item 4. Submission of Matters to a Vote of Security Holders   - The Annual
   Meeting of Shareholders was held on May 15, 1998. Elected to serve as 
   trustees for the ensuing year and until the election and qualification of 
   their successors were: Marc P. Blum, Robert A. Frank, LeRoy E. Hoffberger, 
   F. Patrick Hughes, M. Ronald Lipman, Daniel S. Stone, David F. Benson,
   and Jack H. Pechter.
   Matter Voted Upon                   For            Against          Withheld
   -----------------                   ---            -------          --------
<S>                                    <C>              <C>               <C>  
   a.  Election of Trustees:
        Marc P. Blum                13,901,231          -                47,230
        Robert A. Frank             13,902,431          -                46,030
        LeRoy E. Hoffberger         13,897,217          -                51,244
        F. Patrick Hughes           13,904,525          -                43,936
        M. Ronald Lipman            13,903,131          -                45,330
        Daniel S. Stone             13,905,389          -                43,072
        David F. Benson             13,898,286          -                50,175
        Jack H. Pechter             13,897,157          -                51,304

</TABLE>
                                    CONTINUED

<PAGE>                                 9
                             MID-ATLANTIC REALTY TRUST
   Part II. OTHER INFORMATION - CONTINUED
<TABLE>

   Item 4. - Submission of Matters to a Vote of Security Holders ( CONTINUED)
   Matter Voted Upon                   For            Against          Withheld
   -----------------                   ---            -------          --------
<S>                                    <C>             <C>               <C>   

   b.  Proposal  to approve  the
   appointment  of KPMG Peat 
   Marwick  LLP as the
   independent certified
   public accountants of MART
   for the fiscal year 
   ending December 31, 1998:      13,837,935           45,647            64,879

   c.  Proposal to amend the
   Omnibus Share Plan             8,243,726         1,603,021         4,101,714

   d.  Proposal to amend
   MART's Declaration of Trust   13,656,348           142,742           149,371
</TABLE>

   Because the matters voted upon at the meeting required the approval of only a
   majority of the votes cast at the meeting, votes withheld,  abstentions,  and
   broker non-votes had no effect upon the ultimate outcome of the vote.

   Item 5. Other Information -
   Summary Financial Data

          The  following  sets  forth  summary  financial  data  which  has been
   prepared by the Company without audit. 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.

<TABLE>
<CAPTION>


   ----------------------------------------------------------------------------
                         MID-ATLANTIC REALTY TRUST
                          Summary Financial Data
                   (In thousands, except per share data)

                      Six Months                        Three Months
                    Ended June 30,                    Ended June 30,
            --------------------------------  ---------------------------------
                  1998              1997              1998             1997
                  ----              ----              ----             ----
<S>                <C>               <C>              <C>               <C>    

   Revenues       $24,092            16,397            12,267            8,192

   Net earnings    $6,072             2,881             3,002            1,529
   Net earnings 
   per share 
   - basic and
   diluted          $0.41              0.37              0.20             0.19

   OTHER FINANCIAL DATA:
   -----------------------------------------------------

   FFO -  
   diluted (1)    $12,277             7,148             6,133            3,595

   Weighted
   average
   number of
   shares 
   outstanding
   - FFO 
   diluted         19,086            11,756            19,072           11,757

   SELECTED CASH FLOW DATA:
   -----------------------------------------------------

   Net cash
    flow provided
    by operating
    activities    $11,303             6,858
   Net cash 
    flow used in 
    investing
    activities    (11,138)           (3,593)
   Net cash 
    flow used
    in financing
    activities     (6,200)           (1,715)

   RECONCILIATION OF NET EARNINGS TO FFO - DILUTED
   ----------------------------------------------------------------------

   Net earnings    $6,072             2,881             3,002            1,529
    Depreciation
    and amortization
    on real estate
    assets          4,313             2,749             2,195            1,355
   Gain on 
    properties        (92)              (91)              (24)             (16)
   Extraordinary 
   loss on early
   extinguishment
   of debt             33                 -                -               -
   Operating 
    Partnership
    minority 
    interest
    expense         1,312                 -               648              -
   Convertible 
    debenture
    interest
    expense           639             1,609               312              727
             -------------  ----------------  ---------------- ----------------
   FFO -
    diluted $      12,277             7,148             6,133            3,595
            ==============  ================  ================ ================
</TABLE>

        (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  change  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.



   ---------------------------------------------------------------------------

   Item 6. Exhibits and Reports on Form 8K - None


<PAGE>                               10
                 MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                               SIGNATURES




        Pursuant to the requirements 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 AND
                                             SUBSIDIARIES
                                             (Registrant)
 Date:             07/30/98                   By:   /s/ F. Patrick Hughes
          -----------------                   -------------------------------
                                                        F. Patrick Hughes
                                                        President
                                                        Chief Executive Officer




 Date:            07/30/98                   By:   /s/ Janice C. Robinson
          ----------------                   --------------------------------
                                                        Janice C. Robinson
                                                        Controller






























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