MID-ATLANTIC REALTY TRUST 
     1997 RESTRICTED SHARE PLAN

     9.   Purpose.  The purpose of this 1997 RESTRICTED SHARE
PLAN ("Plan") is to further the interests of MID-ATLANTIC REALTY
TRUST (the "Company") by providing incentives for directors, officers and
employees of the Company who may be designated for participation therein
("Participants") and to provide additional means of attracting and retaining
competent personnel.

     10.  Administration.  The Executive Compensation Committee
(the "Committee") of the Board of Trustees of the Company shall
administer the Plan.  The Committee will make all discretionary decisions
involving the Plan.  A majority of the Committee shall constitute a quorum,
and the acts of a majority shall be the acts of the Committee.  The
Committee shall have the sole authority to (i) award shares under the Plan;
(ii) consistent with the Plan, determine the provisions of the Restricted
Share Agreements entered into hereunder, including the shares to be
awarded, the restrictions and other terms and conditions applicable to each
award of shares under the Plan; (iii) interpret the Plan and the Restricted
Share Agreements evidencing the restrictions imposed upon stock awarded
under the Plan and the shares awarded under the Plan; (iv) adopt, amend
and rescind rules and regulations for the administration of the Plan; and (v)
generally administer the Plan and make all determinations in connection
therewith which may be necessary or advisable, and all such actions of the
Committee shall be binding upon all participants.  Any decision or
selection reduced to writing and signed by all of the members of the
Committee shall be as fully effective as if it had been made at a meeting
duly held.  The determinations of the Committee in the administration of
the Plan, as described herein, shall be final and conclusive.

     11.  Participants.  The Committee shall determine and designate
from time to time those directors, officers and employees of the Company
who are eligible to participate in the Plan. Pursuant to this Plan, the
Committee may award to Participants common shares of beneficial interest,
par value $.01 per share ("Shares"), of the Company, subject to certain
restrictions and risk of forfeiture, in such amounts and upon such terms as
the Committee shall from time to time determine.  The Committee shall
determine, in its sole discretion, the number of shares to be awarded
("Awards") to each such employee selected. The Committee may, within
the terms of the Plan, be selective and non-uniform with respect to its
determination of the amount of Awards  and the eligible employees to
whom such Awards are made. 

     12.  Shares Subject to the Plan.  The Company has reserved
400,000 Shares for issuance to Participants under the Plan  ("Restricted
Shares").  If any Awards granted under this Plan are forfeited, in whole or
in part, the Restricted Shares so released from the Award may be the
subject of other Awards under the Plan.
  
     13.  Share Restructure.  In the event there is any change in the
Company's Shares, as by stock splits, reverse stock splits, stock dividends,
or other relevant changes in the capitalization of the Company occurring
after the adoption of this Plan by the Board, the number and type of
Restricted Shares available for Awards under the Plan shall be
appropriately adjusted by the Committee.  The decision of the Committee
as to the amount and timing of any such adjustment shall be conclusive.

     14.  Effect of Award.  The granting of an Award shall take place
only when a Restricted Share Agreement (the "Agreement") substantially in
the form of Exhibit A hereto is executed by the Company and the
Participant.   Such Agreement shall contain such further terms and
conditions, not inconsistent with the terms of this Plan, related to the grant
of the Restricted Shares.  By accepting the Award and executing the
Agreement, each Participant undertakes and agrees to be bound by all terms
and provisions of this Plan and the Agreement.  The execution of the
Agreement shall entitle such Participant to receive the number of Restricted
Shares specified in the Agreement, subject to the restrictions contained in
the Agreement.  

     15.  Restrictions.    

          (a)  The term "Restricted Period" as to any Restricted Shares
refers to the period of time that such Restricted Shares are subject to the
restrictions contained herein and in the Agreement.  

          (b)  During the Restricted Period:

               (i)   No Restricted Shares may be transferred by the
Participant;

               (ii) The Restricted Shares shall be forfeited and shall
automatically be transferred to the Company in the event of termination of
the Participant's employment with the Company for any reason other than
an Extraordinary Event (as defined in Section 8); and 

               (iii)  The Restricted Shares shall be subject to such
other terms, conditions and restrictions as determined by the Committee
and set forth in the Agreement

          (c)  With respect to any Restricted Shares awarded under
this Plan, the Committee, in it sole and absolute discretion, shall specify the
Restricted Period in the Agreement.

     16.  Extraordinary Event.  In the event of the commencement of
a tender offer (other than by the Company) for any of the Company's
common shares or a sale or transfer, in one or a series of transactions, of
assets having a fair market value of 50% or more of the fair market value of
all assets of the Company, or a merger, consolidation or share exchange
pursuant to which the common shares of the Company are or may be
exchanged for or converted into cash, property or securities of another
issuer, or the liquidation of the Company (an "Extraordinary Event"), then
the restrictions on the Restricted Shares shall terminate and lapse
immediately, without risk of forfeiture, on the "Event Date."  The "Event
Date" is the date of the commencement of a tender offer, if the
Extraordinary Event is a tender offer, and in the case of any other
Extraordinary Event, the day preceding the record date in respect of such
Extraordinary Event, or if no record date is fixed, the day preceding the
date as of which shareholders of record become entitled to the
consideration payable in respect of such Extraordinary Event. 
Notwithstanding the foregoing, the termination of the restrictions shall be
conditioned on the actual occurrence and completion of the Extraordinary
Event.  


     17.  Plan Loans.  The Company recognizes that it is not in the
best interests of the Company for the Participant to sell Shares (or be
required to sell Shares, whether or not such Shares have been granted under
the Plan) in order to be able to pay taxes due as a result of any Awards
made under the Plan.  Consequently, the Committee, upon the reasonable
request of Participants, is authorized to and shall make loans to Participants
("Plan Loans") in amounts equal to the Participants' tax obligations
resulting from any Award hereunder.  The Plan Loans shall be made at
such rates and upon such other terms as the Committee deems reasonable
or appropriate.  The Committee is further authorized to forgive repayment
of all or any part of any Plan Loan at any time or from time to time,
unconditionally or subject to such conditions as the Committee deems
reasonable or appropriate.

     18.  Amendments and Termination.  The Committee may amend,
suspend, discontinue or terminate the Plan, but no such action may, without
the consent of the holder of any Award granted hereunder, alter or impair
such Award. 

     19.  Period of Plan.  The Plan has been adopted by the Board of
Directors on, and shall be effective as of,  November 14, 1997.  Unless
extended or earlier terminated by the board of Directors, the Plan shall
continue in effect until, and shall terminate on, the tenth anniversary of the
effective date of the Plan.