MID-ATLANTIC REALTY TRUST

DEFERRED COMPENSATION AND FEE PLAN 
FOR NON-EMPLOYEE TRUSTEES


SECTION I - PURPOSE

		Mid-Atlantic Realty Trust ("MART") 
hereby adopts this Deferred Compensation and Fee 
Plan for Non-Employee Trustees (the "Plan") 
effective April 1, 1998.  The purpose of this 
Plan is to provide non-employee members of the 
Board of Trustees of Mid-Atlantic Realty Trust 
(a "Board Member") with the opportunity to defer 
all or part of their compensation and fees for services 
as a Board Member.  

SECTION II - PARTICIPANTS

		Any Board Member who, at the time of 
making an election as provided in Section III, is not 
an employee of MART or any of its subsidiaries is 
eligible to participate in the Plan.  A Board Member 
who elects to participate as provided for in this 
Plan is referred to herein as a "Participant".

SECTION III - ELECTION TO DEFER COMPENSATION

		A.	Amount of Deferral.  A Participant 
may elect to defer receipt of all or a specified 
portion of the compensation and fees 
(exclusive of expense reimbursements) payable 
to the Participant during a calendar year for 
serving on the Board of Trustees of MART.  

		B.	Manner of Electing Deferral.  
A Participant elects to defer compensation 
and fees on a form approved and 
accepted by the Plan Administrator.  
The form will include:

(1) the percentage or amount of compensation and fees 
to be deferred; and

(2) an election of a lump-sum payment or of a 
number of annual installments (not to exceed ten) 
for the payment of the deferred compensation; and 

(3) the date the lump sum payment
will be made or the installment payments 
will begin.  Such date must not be earlier 
than 30 days following the Participant's 
termination of service as a Board Member, 
and must not be later than the January 15th first 
following the later of (i) the Participant's 70th 
birthday or (ii) the year in which service as a Board 
Member terminates.

C. Time of Election.  In order to participate in 
the Plan for a calendar year, the 
Board Member must submit an election 
form described in Section III.B. to the Plan 
Administrator prior to January 1 of the 
calendar year for which the election applies.  For the 
first short year of the Plan, the Board Member must 
submit an election form prior to April 1, 1998.  If 
the Board Member is first elected to the Board during 
a calendar year, such Board Member must submit an 
election form described in Section III.B. to the Plan 
Administrator prior to the beginning of his elected 
term and prior to his right to receive compensation 
and fees for such term.  

		D.	Length of Election.	An election 
to defer compensation and fees will continue in effect 
until the earlier of: (1) the end of the Participant's 
service as a Board Member or (2) the end of the calendar 
year during which the Participant elects to 
discontinue deferrals.  

		E.	Change or Discontinuance of Election.	
A Participant may change the amount of compensation and fees 
deferred to the Plan or may discontinue making deferrals by 
submitting written notice to the Plan 
Administrator of the change or discontinuance prior to 
the calendar year for which the change or 
discontinuance is to be effective.  The election to 
change the amount of deferrals must be made on a form 
approved and accepted by the Plan Administrator.  Any 
election to change or discontinue deferrals will 
operate with respect to compensation and fees payable 
for prospective calendar years only.

SECTION IV - TRUST

	
MART shall maintain a trust (the "Trust") with a 
person or entity with trust powers (the "Trustee"), 
pursuant to such terms and conditions as set forth in 
the Trust Agreement (the "Trust Agreement") entered 
into between MART and the Trustee.  The Trust is 
intended to be treated as, and shall be interpreted 
as, a "grantor trust" under the Internal Revenue Code 
of 1986, as amended.  The establishment of the Trust 
is not intended to cause Participants to realize 
current income on amounts contributed thereto.  
Amounts of compensation and fees deferred under this 
Plan will be paid by MART to the Trustee with 
reasonable promptness.  Payments of deferred 
compensation and investment of contributions under 
this Plan will be made by the Trustee pursuant to the 
Trust Agreement.

SECTION V - DEFERRED MONEY AND STOCK UNIT ACCOUNTS

	
A.
	
Deferred Money and Stock Unit Accounts.  For each 
Participant, the Plan Administrator will maintain a 
deferred money account ("Deferred Money Account") and 
a stock unit account ("Stock Unit Account") 
(collectively, "Account").  Each Participant will be 
furnished with periodic statements of his Deferred 
Money Account and Stock Unit Account balances.

	
B.
	
Investment Elections.  A Participant may elect to 
invest his deferrals under this Plan in the Deferred 
Money Account or the Stock Unit Account.  A 
Participant may also elect to transfer all or a 
portion of his existing Deferred Money Account 
balances into his Stock Unit Account.  Amounts 
invested in the Participant's Stock Unit Account may 
not be transferred to his Deferred Money Account.  
Investment and transfer elections must be made on a 
properly completed investment election form approved 
and accepted by the Plan Administrator.  The 
investment elections will be effective at the time or 
times deemed appropriate by the Plan Administrator.  
There is no limit on the number of investment election 
forms which can be submitted by a Participant during a 
calendar year.  If the Participant does not direct the 
investment of all of his deferrals to the Plan, any 
undirected amounts will be invested in the 
Participant's Stock Unit Account.

	
C.
	
Deferred Money Account.  Amounts invested in the 
Deferred Money Account will be credited to such 
Account on the date such amounts would otherwise be 
payable to the Participant.  Interest shall be 
credited to the balance in the Account at the end of 
each calendar quarter at the prime rate charged by the 
First National Bank of Maryland (or its successor) as 
in effect on the last day of the preceding calendar 
quarter.  An allocation and accounting of each 
Participant's Deferred Money Account shall occur at 
such times as designated by the Plan Administrator.  

	
D.
	
Stock Unit Account.
	
Amounts invested in the Stock Unit Account shall be 
invested in accordance with the terms of the Plan in 
common shares of beneficial interests of MART, par 
value $.01 per share (the "MART Shares").  MART Shares 
to be acquired under the Plan may be purchased in the 
open market, in private transactions, or directly from 
MART, in the discretion of the Plan Administrator.  
MART has reserved up to 50,000 MART shares for 
issuance under the Plan.

		Amounts deferred by the Participant which
are to be credited to the Participant's Stock Unit 
Account will be initially credited to a holding account 
and will subsequently be converted into whole MART Share 
stock units by the Plan Administrator at the time or 
times deemed appropriate by the Plan Administrator.  
The stock price at which such conversion to MART 
Shares occurs shall be the last reported bid price per 
MART Share on the New York Stock Exchange on the day 
such stock conversion occurs.  The number of stock 
units for whole MART Shares so determined shall be 
allocated to the Participant's Stock Unit Account and 
the aggregate value thereof at said stock price shall 
be charged to the Participant's holding account.  Any 
cash balance remaining in the Participant's holding 
account after such allocation shall be used, together 
with other subsequent credits to the Participant's 
Stock Unit Account, at the next stock conversion date 
to purchase whole MART Shares.  The election by a 
Participant to invest his deferrals in the Stock Unit 
Account, including the election to transfer all or a 
portion of his existing Deferred Money Account 
balances or future deferral amounts, is irrevocable.

	
E.
	
MART Shares.  Additional allocations will be made to 
each Participant's Stock Unit Account in dollar 
amounts equal to the cash dividends (or the fair 
market value of dividends paid in property) the 
Participant would have received from time to time had 
the Participant been the owner on the relevant dates 
of the number of MART Shares allocated to the 
Participant's Stock Unit Account on such dates.  Such 
dollar amounts shall initially be held in the holding 
account for the Stock Unit Account and shall be used 
by the Plan Administrator to purchase additional MART 
Shares at the next stock conversion date.  

		In the event of any merger, consolidation, 
stock dividend, split-up, combination or exchange of shares 
or recapitalization or change in capitalization of MART, 
the total number of stock units allocated to a 
Participant's Stock Unit Account, and the number of 
MART Shares reserved for issuance pursuant to the 
Plan, shall be proportionately adjusted.  Such 
adjustment shall be made by the Board of Trustees of 
MART and any such adjustments shall be conclusive and 
binding on Participants.

All MART Shares allocated to a Participant's Stock Unit 
Account shall be voted by the Board of Trustees of MART.

SECTION VI - VALUE OF DEFERRED COMPENSATION ACCOUNTS

		The value of each Participant's Account 
shall consist of compensation and fees deferred as invested, 
and all net realized and unrealized earnings thereon.  
All credits to an Account shall be credited with 
interest equivalents in relation to the period from 
the date credited to the date of withdrawal.  As 
promptly as practicable following the close of each 
calendar year, a statement shall be sent to each 
Participant as to the balance in the Participant's 
Account as of the end of such year.

SECTION VII - PAYMENT OF DEFERRED COMPENSATION

	
A.
	
Termination of Service.  Upon termination of a 
Participant's service as a Board Member, the following 
shall occur:

		(1)	The balance of the Participant's 
Deferred Money Account shall be paid to the Participant 
in cash, payable in a lump sum or installments 
(not to exceed ten (10) annual payments) as elected by the 
Participant in his compensation deferral election 
completed under Section III. B.(2).  Deferred Money 
Account interest, dividend and other earnings on 
undistributed Deferred Money Account amounts shall 
continue to be allocated to a Participant's Deferred 
Money Account through the Plan allocation and 
accounting date preceding the final distribution of a 
Participant's account.  

		(2)	The number of whole MART Shares allocated 
to the Participant's Stock Unit Account shall be distributed 
to the Participant, payable in a single distribution or in 
installments (not to exceed ten (10) 
annual payments) as elected by the Participant in his 
compensation deferral election completed under Section 
III. B.(2).  If payment will be made in a single 
distribution, then to the extent the Participant's 
Stock Unit Account consists of any dollar amounts not 
yet converted to whole MART Shares by the date of the 
distribution, such cash amounts shall instead be 
transferred to the Participant's Deferred Money 
Account and shall be distributed to the Participant in 
accordance with the distribution of other dollar 
amounts from the Participant's Deferred Money Account.  
Additional allocations to a Participant's Stock Unit 
Account in accordance with Section V.E. of the Plan 
shall continue to be made on any undistributed stock 
units until a final distribution of the balance of a 
Participant's Stock Unit Account.  During such 
distribution period, any cash amounts allocated to a 
Participant's Stock Unit Account (for example, through 
the payment of cash dividends) shall automatically be 
transferred to the Participant's Deferred Money 
Account and distributed accordingly.

		(3)	If the Participant elects a lump sum 
distribution, the amounts to be distributed 
from the Participant's Deferred Money Account and 
Stock Unit Account shall be based on the last 
accounting and allocation 
to the Participant's Accounts, in addition to any 
dollar amounts actually deferred by the Participant 
into the Plan since such date.  If the Plan 
Participant chooses an annual installment 
distribution, the amount distributed upon each 
distribution from the Participant's Deferred Money 
Account and Stock Unit Account shall be determined 
utilizing a fraction of the balance in the 
Participant's Accounts at the date distributions 
occur.  With respect to the initial distribution, a 
fraction consisting of a numerator of one (1) and a 
denominator equal to the total number of installments 
elected shall be applied to the Account balances.  The 
amount of any subsequent annual distribution shall be 
determined by applying a fraction to the then current 
Account balances which shall consist of a numerator of 
one (1) and a denominator equal to the total number of 
installments elected minus the number of installments 
previously paid.  

		(4)	Notwithstanding subparagraph A.(2) above, 
if the MART Shares are not considered to be readily traded 
on an established securities market, the Participant may 
direct that the number of whole MART Shares 
in his Stock Unit Account be converted to cash at such 
shares' current value prior to their distribution to 
the Participant.  For purposes of this subparagraph 
A.(4), MART Shares shall be considered to be readily 
tradeable on an established market if they are listed 
on a national securities exchange registered under 
Section 6 of the Securities Exchange Act of 1934 
("1934 Act") or are quoted on a system sponsored by a 
national securities association registered under 
Section 15A(b) of the 1934 Act, and such stock is 
regularly quoted by brokers or dealers making a market 
in such stock.  The current value of MART Shares shall 
be determined by the Board of Trustees of MART in its 
sole discretion using one or more valuation techniques 
including, but not limited to, the most recent 
independent appraisal value of the MART Shares 
determined by an outside appraiser, the value 
determined by recent trades of the MART Shares or any 
other appropriate business valuation technique.

		Any such cash conversion election by a Participant 
shall be effective six months after the election is received 
by the Plan Administrator.

		(5)	Any MART Shares distributed to a Participant 
upon his termination of service as a Board Member may not be 
sold or otherwise disposed of within 6 months from the date 
of the crediting of such MART Shares 
to the Participant's Stock Unit Account.

	
B.
	
Death.  In the event of a Participant's death, the 
balances in the Participant's Account shall be paid in 
a lump sum or installments, in the Plan 
Administrator's discretion, to the Participant's 
estate, or the beneficiary or beneficiaries designated 
by the Participant on a form approved and accepted in 
writing by the Plan Administrator prior to the 
Participant's death.  Payment shall commence as soon 
as reasonably possible after the Participant's death, 
provided the Plan Administrator may require such proof 
of the right to proceeds, including the execution of 
tax forms as in its discretion may be required, and 
provided further that if a beneficiary or 
beneficiaries are named but have not claimed the 
payment within six months of a Participant's death, 
then at any time thereafter, the Plan Administrator in 
its sole and absolute discretion, may make the payment 
or payments to the Participant's estate.  Payment made 
by the Plan Administrator as herein provided shall be 
a full and complete release and acquittance to MART, 
its successors and assigns.

	
C.
	
Disability.  In the event a Participant becomes 
totally disabled, then at anytime thereafter, the Plan 
Administrator in its sole and absolute discretion, may 
authorize installment payments from the Participant's 
Account in amounts determined by the Plan 
Administrator to be paid to that Participant during 
the time of such total disability.  The determination 
of the existence of total disability shall be made by 
the Plan Administrator, who may utilize the 
definition(s) included in MART's LTD program in effect 
at the time, and whose decision in that regard shall 
be absolute, final and binding upon all interested 
persons.  

	
D.
	
Incapacity of Recipient.  In the event the Participant 
is declared incompetent and a conservator or other 
person legally charged with the care of his person or 
of his estate is appointed, any benefits under this 
Plan to which such Participant is entitled shall be 
paid to such conservator or other person legally 
charged with the care of his person or his estate.  
Except as provided above in this paragraph, when the 
Plan Administrator, in its sole discretion, determines 
that a Participant is unable to manage his financial 
affairs, the Plan Administrator may make distributions 
to any qualified person for the benefit of such 
Participant.

	
E.
	
Hardship Withdrawals.  In the event of undue hardship 
of the Participant, then the Plan Administrator, in 
its sole and absolute discretion, may authorize 
installment payments from the Participant's account in 
amounts determined by the Plan Administrator.  The 
determination of the existence of undue hardship shall 
be with the Plan Administrator, whose discretionary 
decision shall be absolute, final and binding upon all 
interested persons.  

		Examples of financial hardship, included for 
utilization in the Plan, are:

			(1)	Medical, hospitalization, long term 
care (in residence or not), hospice and nursing home expenses 
incurred by the Participant, or the Participant's spouse or 
dependents, including relatives 
residing within the Participant's residence and/or for 
whom the Participant provides at least 50% of his 
financial support annually.

			(2)	Purchase of a principal residence 
by the Participant, excluding mortgage payments.

			(3)	Payment of tuition for the next semesters 
or quarters of high school and/or post-secondary 
(after high school) education for Participant's spouse, 
children or dependents, or Participant.

			(4)	Payments needed to prevent eviction from, 
or foreclosure of the mortgage on, Participant's principal residence.

		The Plan Administrator may, in its sole discretion, 
utilize additional criteria as needed.  The Participant must have 
deferred compensation in the Plan for no less than one year to be 
eligible to request and 
to receive the Plan Administrator's authorization for 
installment payments on account of hardship.

		The Participant must make the request in writing 
stating the reason(s) for the hardship withdrawal, together 
with any relevant supporting information deemed necessary 
by the Plan Administrator.  The minimum 
installment that may be requested and paid on account 
of any hardship withdrawal is $1,000.00.

	
F.
	
Unclaimed Benefit.  Each Participant will keep the 
Plan Administrator informed of his current address and 
the current address of his beneficiaries.  The Plan 
Administrator shall not be obligated to search for the 
whereabouts of any person.  If the location of a 
Participant is not made known to the Plan 
Administrator within two years after the date on which 
any payment of the Participant's Account may be made, 
the amounts in the Participant's Deferred Money and 
Stock Unit Accounts will be converted to cash.  An 
amount equal to the converted cash will become a claim 
by the Participant against the assets of MART and the 
Participant's rights under the Plan will cease to 
exist.  The converted cash will be used to reduce the 
future obligations, to the extent of the converted 
cash, required of MART under the Plan.  If within six 
months after the death of a Participant, the Plan 
Administrator is unable to locate any beneficiary of 
the Participant, then the Plan Administrator may fully 
discharge its obligation and the obligation of MART by 
payment to the Participant's estate.


SECTION VIII - PARTICIPANT'S RIGHTS UNSECURED

		The rights of the Participant, any designated 
beneficiary of the Participant, or any other person claiming 
through the Participant under this Plan shall be solely those 
of an unsecured general creditor of MART 
and such individual shall only have the right to 
receive from MART those payments as specified under 
this Plan. The Participant agrees that he, his 
designated beneficiary, or any other person claiming 
through him shall have no rights or interest 
whatsoever in any asset of MART, including any 
specific assets which MART may possess or obtain to 
informally fund this Plan. 

SECTION IX - NON-ASSIGNABILITY

		The right of a Participant to receive any 
unpaid portion of the Participant's deferred compensation 
account shall not be subject to seizure for the payment of 
any debts, judgments, alimony or separate 
maintenance owed by the Participant or his 
beneficiary, nor may it be transferred by operation of 
law in the event of bankruptcy, insolvency or 
otherwise.

SECTION X - ADMINISTRATION

		The Plan Administrator shall be the Treasurer 
of MART, and in the Treasurer's absence or inability to 
serve, that officer designated by the President/CEO of 
MART.  The Administrator shall have authority to 
adopt record keeping and compliance rules and 
regulations for carrying out of the Plan.  The 
Administrator will coordinate activities with MART's 
Secretary who, acting as assistant Administrator, is 
authorized to communicate to, enroll, suspend and 
discharge participants, make design recommendations, 
interpret, construe and implement the provisions 
hereof.

SECTION XI - AMENDMENT AND TERMINATION

		This Plan may be amended, modified, or terminated 
by the action of the Board of Trustees of MART at any time.  
In the event of a transfer of substantially all of the assets 
of MART, this Plan shall terminate 
with the assets that are owned by the transferor 
returned to the Participants as specified in Section 
VIII.

SECTION XII - LIMITATIONS ON LIABILITY

		Neither MART nor any individual acting as its 
agent or as a member of its Board of Trustees shall be liable 
to any Participant, former Participant, or any other person 
for any claim, loss, liability or expense 
incurred in connection with this Plan.

SECTION XIII - STATE LAW

		This Plan and Agreement is established under 
and will be construed according to the laws of the 
state of Maryland.

SECTION XIV - PREVIOUS DEFERMENT AGREEMENTS

		Certain members of the Board of Trustees of MART 
entered into Deferment Agreements with MART dated as of December 
31, 1993.  As of April 1, 1998, no further deferrals are 
allowed under those Deferment 
Agreements and any future deferrals by members of the 
Board must be made in accordance with the terms of 
this Plan.  

		From and after April 1, 1998, amounts deferred 
under the Deferment Agreements will be held in the Trust 
provided for in Section IV of this Plan, but will be 
accounted for separately from amounts deferred under 
this Plan.  Amounts deferred under the Deferment 
Agreements will be invested in the manner provided for 
in Section V of this Plan, except that such amounts 
will be invested in the Deferred Money Account unless 
and until the Participant directs their investment in 
the Stock Unit Account.  Amounts deferred under the 
Deferment Agreements will be distributed at the times 
and in the amounts specified in the Deferment 
Agreements.  However, the provisions of Section VII of 
this Plan relating to treatment of MART Shares will 
apply to the extent any amounts deferred under the 
Deferment Agreements are invested in MART Shares.  
Amounts deferred under the Deferment Agreements are 
not eligible for hardship withdrawal under Section 
VII.E.

SECTION XV - SIGNATURE

MID-ATLANTIC REALTY TRUST

_________By:_________________
Date
	
F. Patrick Hughes, President

3/4/98

MID-ATLANTIC REALTY TRUST

DEFERRED COMPENSATION AND FEE PLAN
FOR NON-EMPLOYEE TRUSTEES

NOTICE AND DEFERRAL ELECTION FORM

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


TO:______________________________  
DATE:_____________________

          This is to inform you that you are eligible 
to defer all or any
portion of your compensation and fees from Mid-
Atlantic Realty Trust for
service as a Trustee, as provided in the Mid-Atlantic 
Realty Trust Deferred
Compensation and Fee Plan for Non-Employee Trustees, a 
copy of which
is being delivered to you with this Notice and 
Deferral Election Form.

          Please acknowledge receipt of this Notice 
and Deferral
Election Form and copy of the Plan by signing and 
dating below and
checking whether or not you elect to participate in 
the Plan.  If you desire
to participate in the Plan, please also complete the 
attached Deferred
Compensation Election and Request for Investment 
Direction forms. 
Please return this Form, and the Deferred Compensation 
Election and
Request for Investment Direction forms if applicable, 
to the Plan
Administrator as soon as possible.  

          An election to defer compensation and fees 
must be made
before the beginning of the calendar year.  For the 
first year of the Plan, an
election must be made before April 1, 1998.  For the 
calendar year in which
you are first elected to the Board of Trustees, your 
election must be made at
or prior to the beginning of your term on the Board.  
Your election remains
in effect for that calendar year and all future 
calendar years until the end of
your service as a Trustee.  However, you may amend or 
cancel your
election for any future calendar year of service as a 
Trustee.  Any
amendment or cancellation must be in writing and 
received by the Plan
Administrator prior to the beginning of the relevant 
year for which the
amendment or cancellation is to become effective.  If 
you do not elect to
become a participant at this time, you may elect to 
become a participant for
any future calendar year in which you are a Trustee, 
provided the election is
received prior to the beginning of that year.

ACKNOWLEDGEMENT

          I hereby acknowledge receipt of this Notice 
and Deferral
Election Form together with a copy of the Deferred 
Compensation and Fee
Plan.

________________    
_________________________________________
     DATE                     SIGNATURE



ELECTION  (check one)

______    I do not elect to participate in the Plan at 
this time.
______    I elect to participate in the Plan and to 
defer payment of my
compensation and fees in accordance with the attached 
Deferred
Compensation Election form.


     DEFERRED COMPENSATION ELECTION


TO:  PLAN ADMINISTRATOR OF MID-ATLANTIC REALTY
TRUST DEFERRED COMPENSATION AND FEE PLAN FOR
NON-EMPLOYEE TRUSTEES

In accordance with the provisions of the Mid-Atlantic 
Realty Trust
Deferred Compensation and Fee Plan for Non-Employee 
Trustees (the
"Plan"), I hereby elect to defer future compensation 
and fees (excluding
expense reimbursements) otherwise payable to me for 
services as a Trustee
of Mid-Atlantic Realty Trust.

1.  AMOUNT OF DEFERRAL: (check one)

     __________% of compensation and fees
               OR
     The sum of 
_______________________________________ dollars
per calendar year.

2.  COMPENSATION DEFERRED IS TO BE PAID IN: (check 
one)

     __________     a lump-sum
               OR
     __________     (insert number up to 10) annual 
installments

3.  PAYMENT SHALL COMMENCE ON THE FOLLOWING
DATE: (check one)

     __________     30 days following termination of 
service as a Trustee
               OR
     __________     January 15th, ____ (insert year).  
This date cannot
precede termination of service as a Trustee, and 
cannot be later than
January 15th following the year in which service 
terminates or you attain
age 70, whichever is later.

4.  BENEFICIARY DESIGNATION:  (complete the following)

In the event of my death before receiving the entire 
balance of my deferred
compensation and fees, the unpaid balance shall be 
paid in accordance with
the Plan provisions to the beneficiary herein named, 
or, if none, to my
estate. 

I hereby designate ________________________________, 
my
______________________, SSN ________________________, 
current
address of ______________________________ and current 
phone number
of _____________________ as primary beneficiary to 
receive all
remaining compensation upon my death.

I hereby designate ________________________________, 
my
______________________, SSN ________________________, 
current
address of ______________________________ and current 
phone number
of _____________________ as secondary beneficiary to 
receive all
remaining compensation upon my death if my primary 
beneficiary does not
survive me.

YOU MUST ALSO COMPLETE THE "REQUEST FOR INVESTMENT
DIRECTION" FORM


______________________        
__________________________________ 
        Date                       Signature of 
Participant

Address:______________________________________________
__________

SSN:_______________ Phone
number:______________________________


Received on the _______________ day 
of__________________, 19___ 

By:___________________________________________________
___________
               (Plan Administrator)


     MID-ATLANTIC REALTY TRUST 

     DEFERRED COMPENSATION AND FEE PLAN 
     FOR NON-EMPLOYEE TRUSTEES

     REQUEST FOR INVESTMENT DIRECTION


_________________________________________              
          Name of Participant                          

In accordance with the Mid-Atlantic Realty Trust 
Deferred Compensation
and Fee Plan for Non-Employee Trustees (the "Plan"), I 
have elected to
defer compensation and fees otherwise payable to me 
for services as a
Trustee of Mid-Atlantic Realty Trust.

1.   I hereby request that my future deferrals of 
compensation and fees
be invested as follows:


Investment                 Percentage (Whole % 1-100)

MART Common Shares of 
Beneficial Interest           _____________%
          
Deferred Money Account        _____________%
                                   100%                
          
2.   I hereby request that _____% of my existing 
Deferred Money
Account balance be irrevocably invested in MART common 
shares of
beneficial interest.

I understand that:

(a)  This request is effective for all deferred 
compensation contributed
to my account as directed.

(b)  This request may be changed for existing 
balance(s) or future
deferrals, upon written notice to the Plan 
Administrator, to be effective
when deemed appropriate by the Administrator.

(c)  Investments in MART common shares of beneficial 
interest may
not be transferred to the Deferred Money Account. 

(d)  All compensation designated for investment will 
be set up as
subsidiary account(s) in the Trust established for the 
Plan.

(e)  Periodic account statements confirming my 
balances and
investment directions and an annual statement 
regarding valuation of my
account will be provided to me.

(f)  Investments under the investment options set 
forth above are
subject to such rules and limitations as may be 
adopted by the
Administrator or the Trustee.

Received on the _______ day of 
_________________________, 19___ 

By:  _________________________________________________
               (Plan Administrator)


     MID-ATLANTIC REALTY TRUST

     TRUST UNDER DEFERRED COMPENSATION
     AND FEE PLAN FOR NON-EMPLOYEE TRUSTEES

          This Trust Agreement ("Agreement") made as 
of April 1,
1998, by and between Mid-Atlantic Realty Trust 
("MART") and Eugene T.
Grady ("Trustee").

          WHEREAS, MART adopted the MART Deferred
Compensation and Fee Plan for Non-Employee Trustees 
(the "Plan"),
effective April 1, 1998; and 

          WHEREAS, MART hereby adopts the Trust Under
Deferred Compensation and Fee Plan for Non-Employee 
Trustees (the
"Trust"), effective April 1, 1998; and 

          WHEREAS, MART expects to incur liability 
under the
terms of the Plan with respect to the individuals 
participating in the Plan;
and

          WHEREAS, MART wishes to maintain a trust 
(the "Trust")
and to contribute to the Trust assets that shall be 
held therein, subject to the
claims of MART's creditors in the event of MART's 
Insolvency, as herein
defined, until paid to Plan participants and their 
beneficiaries in such
manner and at such times as specified in the Plan; and

          WHEREAS, it is the intention of the parties 
that this Trust
shall constitute an unfunded arrangement and shall not 
affect the status of
the Plan as an unfunded plan maintained for the 
purpose of providing
deferred compensation for non-employee trustees; and

          WHEREAS, it is MART's intention to make 
contributions to
the Trust to provide itself with a source of funds to 
assist it in meeting its
liabilities under the Plan.

          NOW, THEREFORE, MART and the Trustee do 
hereby
agree that this Trust shall be comprised, held and 
disposed of as follows:

SECTION I. - ESTABLISHMENT OF TRUSt

          A.   The assets of the Trust shall be held,  
administered
and disposed of by the Trustee as provided in this 
Agreement and in
accordance with the Plan. 

          B.   The Trust hereby established shall be 
irrevocable.  
          C.   The Trust is intended to be a grantor 
trust, of which
MART is the grantor, within the meaning of Sections 
671 et seq. of the
Internal Revenue Code of 1986, as amended, and shall 
be construed
accordingly.  

          D.   The principal of the Trust, and any 
earnings thereon
shall be held separate and apart from other funds of  
MART and shall be
used exclusively for the uses and purposes of Plan 
participants and general
creditors as herein set forth. Plan participants and 
their beneficiaries shall
have no preferred claim on, or any beneficial 
ownership interest in, any
assets of the Trust. Any rights created under the Plan 
and this Agreement
shall be mere unsecured contractual rights of Plan 
participants and their
beneficiaries against MART.  Any assets held in the 
Trust will be subject to
the claims of MART's general creditors under federal 
and state law in the
event of Insolvency of MART, as defined in Section 
III.A.

          E.   MART, in its sole discretion, may at 
any time, or
from time to time, make additional deposits of cash or 
other property in
trust with the Trustee to augment the principal to be 
held, administered and
disposed of by the Trustee as provided in this 
Agreement. Neither the
Trustee nor any Plan participant or beneficiary shall 
have any right to
compel such additional deposits.

          F.   Upon a Change of Control, as defined in 
Section
XIV, MART shall, as soon as possible, but in no event 
longer than thirty
(30) days following the Change of Control, make an 
irrevocable
contribution to the Trust in an amount that is 
sufficient to pay each of the
Plan participants or beneficiaries the benefits to 
which Plan participants or
their beneficiaries would be entitled pursuant to the 
terms of the Plan as of
the date on which the Change of Control occurred.

SECTION II - PAYMENTS TO PLAN PARTICIPANTS AND THEIR
             BENEFICIARIES

          A.   MART shall deliver to the Trustee a 
schedule (the
"Payment Schedule") that: (i) indicates the amounts 
payable with respect to
Plan participants (and his or her beneficiaries); (ii) 
provides a formula or
other instructions acceptable to the Trustee for 
determining the amounts so
payable; (iii) indicates the form in which such 
amounts are to be paid (as
provided for or available under the Plan); and (iv) 
provides the time of
commencement for payment of such amounts. Except as 
otherwise
provided herein, the Trustee shall make payments to 
Plan participants and
their beneficiaries in accordance with such Payment 
Schedule. The Trustee
shall make provision for the reporting and withholding 
of any federal, state
or local taxes that may be required to be withheld 
with respect to the
payment of benefits pursuant to the terms of the Plan 
and shall pay amounts
withheld to the appropriate taxing authorities or 
determine that such
amounts have been reported, withheld and paid by MART.

          B.   The entitlement of a Plan participant 
or his or her
beneficiaries to benefits under the Plan shall be 
determined by the Plan
Administrator under the Plan, and any claim for such 
benefits shall be
considered and reviewed under the procedures set out 
in the Plan.

          C.   MART may make payment of benefits 
directly to
Plan participants or their beneficiaries as they 
become due under the terms
of the Plan. MART shall notify the Trustee of its 
decision to make payment
of benefits directly prior to the time amounts are 
payable to participants or
their beneficiaries. In addition, if the principal of 
the Trust, and any
earnings thereon, are not sufficient to make payments 
of benefits in
accordance with the terms of the Plan, MART shall make 
the balance of
each such payment as it falls due.  The Trustee shall 
notify MART where
principal and earnings are not sufficient.

SECTION III - TRUSTEE RESPONSIBILITY REGARDING
PAYMENTS TO
              TRUST BENEFICIARY WHEN MART IS INSOLVENT

          A.   The Trustee shall cease payment of 
benefits to Plan
participants and their beneficiaries if MART is 
Insolvent. MART shall be
considered "Insolvent" for purposes of this Agreement 
if: (i) MART is
unable to pay its debts as they become due; or (ii) 
MART is subject to a
pending proceeding as a debtor under the United States 
Bankruptcy Code.

          B.   At all times during the continuance of 
this Trust, as
provided in Section I.D, the principal and income of 
the Trust shall be
subject to claims of general creditors of MART under 
federal and state law
as set forth below:

               (1)  The Board of Trustees and the 
Chief
Executive Officer of MART shall have the duty to 
inform the Trustee in
writing of MART's Insolvency. If a person claiming to 
be a creditor of
MART alleges in writing to the Trustee that  MART has 
become Insolvent,
the Trustee shall determine whether MART is Insolvent 
and, pending such
determination, the Trustee shall discontinue payment 
of benefits to Plan
participants or their beneficiaries from the Trust.

               (2)  Unless the Trustee has actual 
knowledge of
MART's Insolvency, or has received notice from MART or 
a person
claiming to be a creditor alleging that MART is 
Insolvent, the Trustee shall
have no duty to inquire whether MART is Insolvent.  
The Trustee may in
all events rely on such evidence concerning MART's 
solvency as may be
furnished to the Trustee and that provides the Trustee 
with a reasonable
basis for making a determination concerning MART's 
solvency.

               (3)  If at any time the Trustee has 
determined that
MART is Insolvent, the Trustee shall discontinue 
payments to Plan
participants or their beneficiaries and shall hold the 
assets of the Trust for
the benefit of MART's general creditors.  Nothing in 
this Agreement shall
in any way diminish any rights of Plan participants or 
their beneficiaries to
pursue their rights as general creditors of an 
Insolvent MART with respect
to benefits due under the Plan or otherwise.

               (4)  Trustee shall resume the payment 
of benefits
to Plan participants or their beneficiaries in 
accordance with Section II of
this Agreement only after Trustee has determined that 
MART is not
Insolvent or is no longer Insolvent.

          C.   If the Trustee discontinues the payment 
of benefits
from the Trust pursuant to Section III.B and 
subsequently resumes such
payments, the first payment following such 
discontinuance shall, provided
that there are sufficient assets in the Trust, include 
the aggregate amount of
all payments due to Plan participants or their 
beneficiaries from the Trust
under the terms of the Plan for the period of such 
discontinuance, less the
aggregate amount of any payments made to Plan 
participants or their
beneficiaries by the allegedly Insolvent MART in lieu 
of the payments
provided for hereunder during any such period of 
discontinuance.

SECTION IV - PAYMENTS TO MART

          Except as provided in Section III, MART 
shall have no right
or power to direct the Trustee to return to it or to 
divert to others any of the
Trust assets before all payment of benefits have been 
made from the Trust
to Plan participants and their beneficiaries pursuant 
to the terms of the Plan.

SECTION V - INVESTMENT AUTHORITY

          A.   The duties, powers, and 
responsibilities of the
Trustee shall be limited as specifically set forth in 
this Section V and as
otherwise limited in this Agreement. The Trustee's 
powers shall include the
following:

               (1)  The power to invest in securities 
(including
stock or rights to acquire stock) or obligations 
issued by MART.  All rights
associated with assets of the Trust shall be exercised 
by the Trustee or the
person designated by the Trustee, and shall in no 
event be exercisable by or
rest with Plan participants.  With regard to any Trust 
assets which consist
of common shares of beneficial interest of MART, the 
Trustee shall vote
such shares and respond to any tender offer to 
purchase such shares only as
directed by the board of trustees of MART.  

               (2)  The power to hold, manage and 
control the
assets held in trust, to invest and reinvest the same, 
in such manner as the
Trustee deems to be reasonably sound. The Trustee 
shall not be held
responsible for any loss incurred through an 
investment error made in good
faith, but shall be liable only for the Trustee's 
willful misconduct.

               (3)  The power to take and hold title 
to invest
assets in the name of the Trustee or a nominee of the 
Trustee without
disclosing the Trust.

               (4)  The power to give general and 
special powers
of attorney with or without rights of substitution, 
and generally to exercise
any powers of an owner with regard to investment of 
the Trust assets.

               (5)  The power to sue or defend in any 
suit or
legal proceeding by or against the Trust. The Trustee 
shall have full power
in the Trustee's discretion to compound, compromise, 
and adjust all claims
and demand in favor of or against the Trust, upon such 
terms and
conditions as the Trustee deems appropriate; provided, 
however, that the
Trustee shall be indemnified by MART for all expenses 
and liabilities in
connection with any such proceedings.

               (6)  The power to employ such agents, 
attorneys
in fact, experts, and investment and legal counsel, 
and to delegate
discretionary powers to or rely upon information or 
advice furnished by any
such persons.

               (7)  The power to do all acts, whether 
or not
expressly authorized, which may be necessary or proper 
for the protection
of the assets of the Trust, or for carrying out any 
duty imposed hereunder.

          B.   Notwithstanding any powers granted to 
the Trustee,
pursuant to this Agreement or to applicable law, the 
Trustee shall not have
any power that could give this Trust the objective of 
carrying on a business
and dividing the gains therefrom, within the meaning 
of Section
301.7701-2 of the Procedure and Administrative 
Regulations promulgated
pursuant to the Internal Revenue Code.


SECTION VI - DISPOSITION OF INCOME

          During the term of this Trust, all of the 
income received by
the Trust, net of expenses and taxes, shall be 
accumulated and reinvested.

SECTION VII - ACCOUNTING BY THE TRUSTEE

          The Trustee shall keep accurate and detailed 
records of all
investments, receipts, disbursements, and all other 
transactions required to
be made, including records of the contributions, 
earnings and distributions
and such specific records as shall be agreed upon in 
writing between
MART and the Trustee. Within 90 days following the 
close of each
calendar year and within 90 days after the removal or 
resignation of the
Trustee, the Trustee shall deliver to MART a written 
account of its
administration of the Trust during such year or during 
the period from the
close of the last preceding year to the date of such 
removal or resignation,
setting forth all investments, receipts, disbursements 
and other transactions
effected by it, including a description of all 
securities and investments
purchased and sold with the cost or net proceeds of 
such purchases or sales
(accrued interest paid or receivable being shown 
separately), and showing
all cash, securities and other property held in the 
Trust at the end of such
year or as of the date of such removal or resignation, 
as the case may be.

SECTION VIII - RESPONSIBILITY OF THE TRUSTEE

          A.   The Trustee shall act with the care, 
skill, prudence
and diligence under the circumstances then prevailing 
that a prudent person
acting in like capacity and familiar with such matters 
would use in the
conduct of an enterprise of a like character and with 
like aims; provided,
however, that the Trustee shall incur no liability to 
any person for any
action taken pursuant to a direction, request or 
approval given by MART
which is contemplated by, and in conformity with, the 
terms of the Plan or
this Trust and is given in writing by MART.  In the 
event of a dispute
between MART and any third party, including a Plan 
participant or
beneficiary, the Trustee may apply to a court of 
competent jurisdiction to
resolve the dispute.

          B.   If the Trustee undertakes or defends 
any litigation
arising in connection with this Trust, MART agrees to 
indemnify the
Trustee against the Trustee's costs, expenses and 
liabilities (including,
without limitation, attorneys' fees and expenses) 
relating thereto and to be
primarily liable for such payments. If MART does not 
pay such costs,
expenses and liabilities in a reasonably timely 
manner, the Trustee may
obtain funds to make payment from the Trust.

          C.   The Trustee may consult with legal 
counsel (who
may also be counsel for MART generally) with respect 
to any of its duties
or obligations hereunder.

          D.   The Trustee may hire agents, 
accountants, attorneys,
actuaries, investment advisors, financial consultants 
or other professionals
to assist it in performing any of its duties or 
obligations hereunder.

          E.   The Trustee shall have, without 
exclusion, all powers
conferred on trustees by applicable law, unless 
expressly provided
otherwise in this Agreement; provided, however, that 
if an insurance policy
is held as an asset of the Trust, the Trustee shall 
have no power to name a
beneficiary of the policy other than the Trust, to 
assign the policy (as
distinct from conversion of the policy to a different 
form) other than to a
successor Trustee, or to loan to any person the 
proceeds of any borrowing
against such policy.

SECTION IX - COMPENSATION AND EXPENSES OF THE TRUSTEE

          MART shall pay any administrative and 
Trustee's fees and
expenses. If not so paid, the fees and expenses shall 
be paid from the Trust.

SECTION X - RESIGNATION AND REMOVAL OF THE TRUSTEE

          A.   The Trustee may resign at any time by 
written notice
to MART which shall be effective 30 days after receipt 
of such notice
unless MART and the Trustee agree otherwise.

          B.   The Trustee may be removed by MART on 
30 days
notice or upon shorter notice accepted by the Trustee.  
Such removal must
be approved by the Board of Trustees of MART.

          C.   Upon resignation or removal of the 
Trustee and
appointment of a successor Trustee, all assets shall 
subsequently be
transferred to the successor Trustee.  The transfer 
shall be completed within
60 days after receipt of notice of resignation, 
removal or transfer, unless
MART extends the time limit.

          D.   If the Trustee resigns or is removed, a 
successor shall
be appointed in accordance with Section XI by the 
effective date of
resignation or removal under Section X.A or X.B.  If 
no such appointment
has been made, the Trustee may apply to a court of 
competent jurisdiction
for appointment of a successor or for instructions.  
All expenses of the
Trustee in connection with the termination proceeding 
shall be allowed as
administrative expenses of the Trust.

SECTION XI - APPOINTMENT OF SUCCESSOR

          A.   If the Trustee resigns (or is removed) 
in accordance
with Section X.A or X.B, MART may appoint any third 
party, such as a
bank trust department or other party that may be 
granted corporate trustee
powers under state law, as a successor to replace the 
Trustee upon
resignation or removal. The appointment shall be 
effective when accepted
in writing by the new Trustee, who shall have all of 
the rights and powers
of the former Trustee, including ownership rights in 
the Trust assets. The
former Trustee shall execute any instrument necessary 
or reasonably
requested by MART or the successor Trustee to evidence 
the transfer.

          B.   The successor Trustee need not examine 
the records
and acts of any prior Trustee and may retain or 
dispose of existing Trust
assets, subject to Sections VII and VIII. The 
successor Trustee shall not be
responsible for, and MART shall indemnify and defend 
the successor
Trustee from, any claim or liability resulting from 
any action or inaction of
any prior Trustee or from any other past event, or any 
condition existing at
the time it becomes successor Trustee.

SECTION XII - AMENDMENT OR TERMINATION

          A.   This Agreement may be amended, with the 
approval
the Board of Trustees of MART, by a written instrument 
executed by the
Trustee and MART.  Notwithstanding the foregoing, no 
such amendment
shall conflict with the terms of the Plan or shall 
make the Trust revocable.  

          B.   The Trust shall not terminate until the 
date on which
Plan participants and their beneficiaries are no 
longer entitled to benefits
pursuant to the terms of the Plan.  Upon termination 
of the Trust, any assets
remaining in the Trust shall be returned to MART.

          C.   Upon written approval of all Plan 
participants or
beneficiaries entitled to payment of benefits pursuant 
to the terms of the
Plan, MART may terminate this Trust prior to the time 
all benefit payments
under the Plan has been made.  All assets in the Trust 
at termination shall
be returned to MART to be held subject to the 
provisions of the Plan.

          D.   Section II of this Agreement may not be 
amended for
two (2) years following a Change of Control of MART.

SECTION XIII - MISCELLANEOUS

          A.   Any provision of this Agreement that is 
prohibited
by law shall be ineffective to the extent of any such 
prohibition, without
invalidating the remaining provisions hereof.

          B.   Benefits payable to Plan participants 
and their
beneficiaries under this Agreement may not be 
anticipated, assigned (either
at law or in equity), alienated, pledged, encumbered 
or subjected to
attachment, garnishment, levy, execution or other 
legal or equitable
process.

          C.   This Agreement shall be governed by and 
construed
in accordance with the laws of Maryland.

          D.   The Trustee shall determine the manner 
and amount
of payments to be made to Plan participants or their 
beneficiaries and shall
make such payments in accordance with the terms of the 
Plan.
Notwithstanding anything to the contrary contained in 
this Agreement or in
the Plan: (i) in the event that the Internal Revenue 
Service prevails in its
claim that amounts contributed to and held in the 
Trust, and/or earnings
thereon, constitute taxable income to a Plan 
participant or his or her
beneficiary for any taxable year of him or her, prior 
to the taxable year in
which such contributions and/or earnings are 
distributed to him or her, or
(ii) in the event that legal counsel satisfactory to 
MART, the Trustee and
the applicable Plan participant or his or her 
beneficiary, renders an opinion
that the Internal Revenue Service would likely prevail 
in such a claim, the
allocable assets in the Trust Fund shall be 
immediately distributed to the
participant or his or her beneficiary. For purposes of 
this Section XIII.E, the
Internal Revenue Service shall be deemed to have 
prevailed in a claim if
such claim is upheld by a court of final jurisdiction, 
or if the Trustee, based
upon an opinion of legal counsel satisfactory to MART, 
the Trustee and the
Plan participant or his or her beneficiary, fails to 
appeal a decision of the
Internal Revenue Service, or of a court of applicable 
jurisdiction, with
respect to such claim, to an appropriate Internal 
Revenue Service appeals
authority or to a court of higher jurisdiction within 
the appropriate time
period.

SECTION XIV - CHANGE OF CONTROL

          For purposes of this Agreement, Change of 
Control shall
mean as to MART: (i) the acquisition by any person, 
entity or group, within
the meaning of Section 13(d) or 14(d) of the 
Securities Exchange Act of
1934 ("Act"), or any comparable successor provisions, 
of beneficial
ownership (within the meaning of Rule 13d-3 
promulgated under the Act)
of twenty-five percent (25%) or more of either the 
outstanding common
shares of beneficial interest or the combined voting 
power of MART's then
outstanding voting securities entitled to vote 
generally, (ii) the approval by
the stockholders of MART of a reorganization, merger, 
or consolidation, in
each case, with respect to which persons who were 
stockholders of MART
immediately prior to such reorganization, merger or 
consolidation do not,
immediately thereafter, own more than twenty-five 
percent (25%) of the
combined voting power of the resulting business 
organization's securities
entitled to vote generally in the election of 
trustees, or 
(iii) a liquidation or dissolution of MART or of the 
sale of all or
substantially all of MART's
assets.

SECTION XV - PREVIOUS DEFERMENT AGREEMENTS

          Certain members of the Board of Trustees of 
MART entered
into Deferment Agreements with MART dated as of 
December 31, 1993. 
As of April 1, 1998, no further deferrals are allowed 
under those Deferment
Agreements and any future deferrals by members of the 
Board must be
made in accordance with the terms of the Plan.  

          From and after April 1, 1998, amounts 
deferred under the
Deferment Agreements will be held in this Trust as 
provided for in Section
XIV of the Plan.

SECTION XVI - EFFECTIVE DATE

          The effective date of this Trust is April 1, 
1998.

SECTION XVII - SIGNATURES     

                              MID-ATLANTIC REALTY
TRUST


________________________ By:_________________________________
Date           F. Patrick Hughes, President


                                   TRUSTEE                       

________________________   
_________________________________
Date                          Eugene T. Grady


3/4/98