EXHIBIT 99.1, RISK FACTORS


                            MID-ATLANTIC REALTY TRUST

                                  RISK FACTORS


         Statements  made  by or on  behalf  of  Mid-Atlantic  Realty  Trust  in
documents  filed by it with  the  Securities  and  Exchange  Commission  include
forward looking  statements under the federal  securities laws.  Statements that
are not  historical  in nature,  including the words  "anticipate,"  "estimate,"
"should," "expect," "believe,"  "intend," and similar expressions,  are intended
to  identify  forward-looking  statements.  While these  statements  reflect the
Company's  good faith  beliefs  based on  current  expectations,  estimates  and
projections about (among other things) the industry and the markets in which the
Company operates,  they are not guarantees of future performance,  involve known
and unknown risks and  uncertainties  that could cause actual  results to differ
materially  from  those in the  forward  looking  statements,  and should not be
relied  upon  as  predictions  of  future  events.  The  Company  disclaims  any
obligation to publicly update or revise any forward looking  statement,  whether
as a result of new information,  future events or otherwise.  The following is a
discussion of factors that could impact future results:

Real Estate Investment Risks

         General.  Real  property  investments  are subject to varying types and
degrees of risk that may hinder or  otherwise  affect the  Company's  ability to
generate  revenues.  These risks could adversely  affect the Company's cash flow
and cash available for  distributions  to shareholders.  The following  factors,
among others,  may adversely  affect the value of the Company's  real estate and
the Company's ability to generate revenues:

                  o        changes in the general economic climate;

                  o        local conditions (such as an oversupply of space or a
                           reduction in demand for real estate in an area);

                  o        competition  from other shopping centers, properties,
                           developers or real estate owners;

                  o        variable operating costs;

                  o        government regulations;

                  o        changes in interest rates;

                  o        the availability of financing; and

                  o        potential liability  due  to changes in environmental
                           and other laws.


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         In addition,  real estate  investments  are  relatively  illiquid  and,
therefore,  will limit the  Company's  ability to react  promptly in response to
changes in economic or other  conditions.  Because the Internal Revenue Code, as
amended in 1986,  limits a REIT's  ability to make sales of properties  held for
fewer than four years,  the Company may not be able to sell  properties  without
adversely affecting returns to shareholders.

         Ability to Rent Unleased Space.  Many factors may affect the ability of
the Company to rent unleased space. One of the major factors is a covenant found
in many leases with existing  tenants that restricts the use of other space at a
property.  The Company  cannot assure that any tenant whose lease expires in the
future will renew such lease or that the Company will be able to re-lease  space
on economically  advantageous terms. In addition, the Company may incur costs in
making improvements or repairs to a property that are required by a new tenant.

         Risk of Bankruptcy of Tenants.  If a significant  number of tenants are
unable to meet their obligations to the Company, the Company's cash receipts and
cash available for distribution  will decrease.  Also, a tenant may experience a
downturn in its business, which may weaken its financial condition and result in
a  reduction  or  failure  to make  rental  payments  when  due.  If a lessee or
sublessee  defaults in its  obligations to the Company,  then the Company may be
delayed in enforcing its rights as lessor or sublessor. In addition, the Company
may incur  substantial costs and experience  significant  delays associated with
protecting its investment, including costs incurred in renovating and re-leasing
the property.

         At any  time,  one or  more  of the  Company's  tenants  may  seek  the
protection  of the  bankruptcy  laws,  which could result in the  rejection  and
termination  of their lease.  Such an event would reduce cash  receipts and cash
available for distribution  and,  therefore,  reduce the amount of distributions
the Company can make to its shareholders. The Company is subject to risks that:

                  o        any  present  tenant  that  has  filed for bankruptcy
                           protection  will  not  continue making payments under
                           its lease;

                  o        any  tenant may file for bankruptcy protection in the
                           future; or

                  o        any tenants  that  file for bankruptcy protection may
                           not  continue  to  make  rental  payments in a timely
                           manner.

         Effect  of  Uninsured  Loss  on   Performance.   The  Company   carries
comprehensive  liability,   fire,  flood,  extended  coverage  and  rental  loss
insurance with policy  specifications  and insured limits that are customary for
similar properties.  Certain types of losses (such as from wars or earthquakes),
however,  are  uninsurable or insurable only at costs that are not  economically
justifiable. If an uninsured loss occurs, the Company may lose both its invested
capital in, and  anticipated  profits  from,  the  property.  Nevertheless,  the
Company would still be obligated to repay any recourse mortgage  indebtedness on
the property.


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         Debt Financing and Existing Debt Maturities.  The Company is subject to
a variety of risks  associated  with debt  financing.  Examples  of these  risks
include the following:

                  o        the Company's  cash  from operating activities may be
                           insufficient to meet required payments;

                  o        the  Company  may  be  unable  to  pay  or  refinance
                           indebtedness on its properties;

                  o        if interest  rates or other factors  result in higher
                           interest  rates on  refinancing,  these  factors will
                           diminish the Company's returns on its development and
                           redevelopment activities,  reduce cash from operating
                           activities,  and hamper the Company's ability to make
                           distributions or payments to shareholders;

                  o        if the  Company  is unable to secure  refinancing  of
                           indebtedness on acceptable terms, it may be forced to
                           dispose of  properties  upon  disadvantageous  terms,
                           which may cause  losses to the Company and affect its
                           funds from operations; and

                  o        if  properties  are  mortgaged  to secure  payment of
                           indebtedness  and the  Company  is unable to meet its
                           payments,   the  mortgagee  may  foreclose  upon  the
                           properties,  resulting  in a  loss  of  income  and a
                           valuable asset to the Company.

         In  addition,  in June 1998 the  Division  of Banking  Supervision  and
Regulation  of the Board of Governors  of the Federal  Reserve  System  issued a
supervisory letter which addressed the subject of lending standards for business
loans. The supervisory letter noted, among other things, a significant  increase
in bank lending to REITs and concluded that bank examiners should increase their
understanding  of REITs and related  lending and credit  risks  associated  with
lending  to REITs.  The  Company  is  uncertain  of the  future  effects  of the
supervisory  letter on the Company.  Any changes in bank lending  practices as a
result  of  the  supervisory   letter  may  affect  the  Company's   ability  to
successfully negotiate new credit facilities.

         Competition.  Numerous commercial developers, real estate companies and
other owners of real estate (including those that operate in the region in which
the Company's  properties are located)  compete with the Company in seeking land
for development,  properties for acquisition and tenants for properties. Certain
of these  competitors  may have greater  capital and resources than the Company,
and this fact could impair the  Company's  ability to acquire  properties in the
future.

         Environmental  Matters.  Under various  federal,  state and local laws,
ordinances  and  regulations,  the  Company  may become  liable for the costs of
removal or  remediation  of certain  hazardous or toxic  substances on or in the
Company's real property. Liability may be

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imposed  regardless of whether the Company or tenant knew of, or was responsible
for,  the  presence  of such  hazardous  or toxic  substances.  The costs of any
required  remediation  or  removal of  substances  may be  substantial,  and the
Company's  liability  as to any property is  generally  not limited  under those
laws,  ordinances and  regulations.  The liability could exceed the value of the
Company's  property and/or aggregate assets.  The presence of, or the failure to
properly remediate,  substances when released may adversely affect the Company's
ability to sell the  affected  real estate or to borrow using the real estate as
collateral. At the time of this filing, the Company has not been notified by any
governmental  authority  of any  non-compliance,  liability  or  other  claim in
connection with any of the Company's properties, and the Company is not aware of
any other  environmental  condition  with  respect  to any of the its  portfolio
properties  that  it  believes  would  have a  material  adverse  effect  on its
business,  assets or results of operations.  However,  the Company cannot assure
that there are no potential  environmental  liabilities,  that no  environmental
liabilities may develop, that no prior owner created any material  environmental
condition  not  known  to the  Company,  or  that  future  uses  or  conditions,
including,  without  limitation,  changes in applicable  environmental  laws and
regulations, will not result in liability.

         Americans  with  Disabilities  Act. The  Company's  properties  and any
additional  developments  or  acquisitions  must  comply  with  Title III of the
Americans  with  Disabilities  Act. To comply with the ADA's  requirements,  the
Company may be required to remove  structural,  architectural  or  communication
barriers to  handicapped  access and  utilization in certain public areas of the
Company's   properties.   Noncompliance   could  result  in  injunctive  relief,
imposition of fines or an award of damages to private litigants.  If the Company
is required to make changes to bring any of the properties  into compliance with
the ADA,  expenses  associated  with such  changes  could  adversely  affect the
Company's ability to make expected distributions.  The Company believes that its
competitors face similar costs to comply with the requirements of the ADA.

Dependence on the Middle Atlantic Area

         The Company's performance depends on the economic conditions in markets
in which its properties  are  concentrated.  Since the Company's  properties are
located in the Middle  Atlantic area,  the Company's  results could be adversely
affected if conditions,  such as an oversupply of space or a reduction in demand
for real estate,  in the Middle Atlantic area become more competitive than other
geographic areas. The existence of these conditions could have a greater adverse
impact on the  Company  than  they  might  have on a real  estate  company  with
properties in a number of different geographic areas.

No Limitation in Organizational Documents on Incurrence of Debt

         The Company's documents do not limit the amount of indebtedness that it
may incur. Although the Board of Trustees attempts to maintain a balance between
total outstanding indebtedness and the value of the Company's portfolio (i.e., a
ratio of secured debt and preferred  stock to real estate value of 50% or less),
it could  alter this  balance at any time.  If the Company  becomes  more highly
leveraged, then the resulting increase in debt service

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could  diminish the  Company's  ability to make  expected  distributions  to its
shareholders and make payments on its outstanding  indebtedness.  If the Company
defaults on its obligations  under any outstanding  indebtedness,  it could lose
its interest in any properties that secure that indebtedness.

Dependence of Key Personnel

         The  Company's  success  depends  largely  upon the  efforts of a small
number of senior  executives,  including F. Patrick Hughes,  President and Chief
Executive Officer of the Company.  Even though the Company has key man insurance
covering  the life of Mr.  Hughes in the amount of  $1,000,000,  the loss of the
services of Mr. Hughes or other key executives  could have a materially  adverse
effect on the Company. In the event the Company loses the services of any of its
key  personnel,  the Company will continue to engage in  commercial  real estate
activities.

Adverse Consequences of Failure to Qualify as a REIT

         The Company  Believes,  But Cannot  Guarantee,  That it  Qualifies as a
REIT.  The Company  believes that it has operated in a manner that permits it to
qualify as a REIT under the Code for each  taxable  year since its  formation in
1993.  Qualification  as a REIT,  however,  involves the  application  of highly
technical and complex Code provisions for which there are only limited  judicial
or administrative interpretations.  In addition, REIT qualification involves the
determination of various factual matters and  circumstances  not entirely within
the Company's control.  For example, in order to qualify as a REIT, at least 95%
of the  Company's  gross  income in any year  must be  derived  from  qualifying
sources,  and the Company must distribute  annually to  shareholders  95% of its
REIT taxable  income  (excluding  net capital  gains).  Therefore,  although the
Company  believes that it is organized and operating in a manner that permits it
to remain qualified as a REIT, the Company cannot guarantee that it will be able
to continue  to operate in such a manner.  In  addition,  if the Company is ever
audited by the  Internal  Revenue  Service  (the "IRS") with respect to any past
year, the IRS may challenge the Company's qualification as a REIT for such year.

         Similarly,  the  Company  cannot  assure  that  new  legislation,   new
regulations,  administrative  interpretations or court decisions will not change
the tax laws with respect to  qualification  as a REIT or the federal income tax
consequences of such  qualification.  The Company is not aware,  however, of any
currently  pending tax legislation  that would  adversely  affect its ability to
continue to operate as a REIT.

         The Company's  Failure to Qualify as a REIT Would Have Serious  Adverse
Consequences.  If the Company  fails to qualify as a REIT, it will be subject to
federal income tax (including  any  applicable  alternative  minimum tax) on its
taxable  income at regular  corporate  rates.  Such increased tax liability in a
given year could significantly reduce, or possibly eliminate, the amount of cash
the Company has available for investment or  distribution  to  shareholders  for
that year. In addition, the Company will also be disqualified

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from treatment as a REIT for the next four taxable years,  unless it is entitled
to relief under certain statutory provisions.

         If the  Company  does  not  qualify  as a REIT,  it will no  longer  be
required to make annual  distributions to  shareholders.  To the extent that the
Company made  distributions to shareholders in anticipation of its qualifying as
a REIT,  it might be required  to borrow  funds or to  liquidate  certain of its
investments  to pay the  applicable  tax. The Company's  failure to qualify as a
REIT would also  constitute a default under certain of its debt  obligations and
would significantly reduce the market value of its shares.

         The  Company  May  Need to  Borrow  Money  to  Qualify  as a REIT.  The
Company's ability to make  distributions to shareholders  could be diminished by
increased  debt  service  obligations  if it needs to  borrow  money in order to
maintain its REIT qualification. For example, differences in timing between when
the Company  receives income and when it has to pay expenses could require it to
borrow money to meet the requirement  that it distribute to its  shareholders at
least 95% of its net taxable income  (excluding net capital gain) each year. The
incurrence  of large  expenses also could require the Company to borrow money to
meet this requirement. The Company might need to borrow money for these purposes
even  if  it  believes  that  market  conditions  are  not  favorable  for  such
borrowings.  In other words, the Company may have to borrow money on unfavorable
terms.

         The  Company is Subject To Some Taxes Even If it  Qualifies  as a REIT.
Even if the Company  qualifies as a REIT, it is subject to some  federal,  state
and local taxes on its income and property. For example, the Company pays tax on
certain income it does not distribute.  Also, the Company's  income derived from
properties located in certain states are subject to local taxes. Further, if the
Company entered into certain prohibited  transactions,  its net income from such
transactions would be subject to a 100% tax.

Anti-Takeover Effect of Ownership Limitations

         To maintain the Company's qualification as a REIT, not more than 50% in
value  of  the  Company's   outstanding   Shares  may  be  owned,   actually  or
constructively,  by five or fewer  individuals  (as  defined  in the  Code).  In
addition,  the Code imposes  certain other  limitations  on the ownership of the
Shares of a REIT.  For the purpose of  preserving  the Company's tax status as a
REIT, the Company's charter  prohibits actual or constructive  ownership of more
than 9.9% of the outstanding Shares, either in the aggregate or of any class, by
any person (the "Beneficial Ownership Limitations"),  unless waived by the Board
of Trustees.  In addition,  the Beneficial  Ownership  Limitations  restrict the
ownership,  under applicable  attribution rules of the Code (which are different
from those applicable with respect to the Beneficial  Ownership  Limitations) of
more than 9.9% of the  outstanding  Shares,  either in the  aggregate  or of any
class.  The rules  addressing  constructive  ownership are complex and may cause
Shares  owned,  actually or  constructively,  by a group of related  individuals
and/or  entities to be deemed to be  constructively  owned by one  individual or
entity.  As a result,  the  acquisition  of less  than  9.9% of the  outstanding
Shares,  either in the  aggregate or of any class,  by an  individual  or entity
could cause that individual or entity (or another individual or

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entity) to constructively own more than 9.9% of the outstanding  Shares.  Such a
situation  will subject  such Shares to the  Beneficial  Ownership  Limitations.
Actual or constructive ownership of Shares in excess of such limits would either
cause the violative  transfer or ownership to be void or cause such Shares to be
converted to Excess Shares.

                  Additionally, these ownership restrictions have the collateral
effect of deterring  non-negotiating  acquisitions of, and proxy fights for, the
Company by a third party.  Limiting the  ownership of the  Company's  Shares may
discourage  a change of control  of the  Company  and may also (i) deter  tender
offers for the Shares, which offers may be attractive to the shareholders,  (ii)
limit the opportunity for  shareholders to receive a premium for the Shares that
might otherwise exist if an investor  attempted to assemble a block of Shares in
excess  of  the  9.9%  Beneficial  Ownership  Limitation,  or  (iii)  limit  the
opportunity for shareholders to effect a change in control of the Company.

Risks Inherent in Development and Acquisition Activities

         Developing  or expanding  existing  properties  in the  Company's  real
estate  portfolio is an integral part of the Company's  strategy for maintaining
and  enhancing  the value of that  portfolio.  The  Company  may also  choose to
acquire additional  properties in the future.  While the Company's policies with
respect to its  activities  are  intended  to limit some of the risks  otherwise
associated  with those  activities  (including not commencing  construction on a
project  prior to obtaining a  commitment  from an anchor  tenant),  the Company
nevertheless  will incur  certain  risks,  including  risks related to delays in
construction  and  lease-up,   costs  of  materials,   financing   availability,
volatility in interest rates,  labor  availability and the failure of properties
to perform as expected.

Increased Market Interest Rates Could Reduce Share Prices

         The annual  dividend rate on Shares as a percentage of its market price
may  influence  the  trading  price of such stock.  Also,  an increase in market
interest  rates may lead  purchasers  to demand a higher annual  dividend  rate,
which could adversely  affect the market price of the Shares.  A decrease in the
market  price  of the  Shares  could  reduce  the  Company's  ability  to  raise
additional equity in the public markets.

Risks Relating to Year 2000 Compliance

         Many existing computer software programs and operating systems that are
date  dependent  may use "00" as the year 1900 rather  than the year 2000.  This
mistake  could  result  in a  system  failure  or  cause  other  disruptions  of
operations. In the conduct of the Company's operations,  the Company relies upon
commercial computer software primarily provided by independent software vendors,
and  the  Company  has  performed  an  assessment  of its  vulnerability  to the
so-called "Year 2000 issue" with respect to its computer systems.  The Company's
assessment  is based upon formal and informal  communications  with the software
vendors,  literature  supplied with the  software,  and  literature  supplied in
connection  with  maintenance  contracts.  As a result of the  Company's  normal
upgrade and replacement

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process,  it has determined that all existing  network and desktop  equipment is
Year 2000 compliant.  The Company's  mission critical,  property  management and
financial  reporting  software has also been modified to be Year 2000 compliant.
The Company has determined that all non-mission  critical  software is Year 2000
compliant.  As the Company  owns  primarily  community  retail  centers  without
enclosed  common  areas,  the  use of  this  technology  is  very  limited,  and
management  does not  believe  that the Year 2000  issue  will pose  significant
problems in these systems.  The Company  expects that the costs to  specifically
remediate Year 2000 information  technology issues will not be significant.  The
Company believes the "most reasonably likely worst case scenario" exposure to be
indirect in nature,  and this  exposure  will involve  vendors,  suppliers,  and
tenants. Currently,  management does not believe that it is practical to measure
the effects of potential  complications.  However,  the Company will continually
monitor and evaluate these areas and develop  contingency  plans on an as needed
basis.

         Specifically,  the success of the Company's efforts to address the Year
2000 issue  depends to a large extent not only on the  corrective  measures that
the Company undertakes,  but also on the efforts undertaken by other independent
entities  that provide  goods and services to the Company and tenants that lease
space from the Company.  In  particular,  the  Company's  risk may increase as a
result of tenants  experiencing  problems with Year 2000 issues.  Although it is
not possible to evaluate the magnitude of any potential  increased  risk at this
time,  Year 2000 issues could adversely  affect the Company's  tenants and their
businesses.  From now until 2000 the Company  will  endeavor to monitor the Year
2000 efforts of its tenants and will implement a course of action and procedures
designed to reduce any increased potential risk as a result of Year 2000 issues.




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