UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
                          -----------------
[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                        to
                               ----------------------    -----------------------

Commission file Number           1-12286
                       ---------------------------------------------------------

                            Mid-Atlantic Realty Trust
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

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

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

                                      NONE
--------------------------------------------------------------------------------
Securities registered pursuant to Section 12 (g) of the Act:

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such (reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes x  No
                                              ---    ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [X]

     As of March 8, 2001,  13,863,238  common shares of  beneficial  interest of
Mid-Atlantic  Realty Trust were  outstanding  and the aggregate  value of common
stock (based upon the $13.48 closing price on that date) held by  non-affiliates
was approximately $186,876,448.

                       Documents Incorporated by Reference

The  definitive  proxy  statement  with  respect to the 2001  annual  meeting of
Mid-Atlantic Realty Trust shareholders (to be filed).




<PAGE>



PART I

ITEM 1 - BUSINESS

Mid-Atlantic  Realty  Trust  was  incorporated  June  29,  1993,  and  commenced
operations effective with the completion of its initial public share offering on
September  11,  1993.  Mid-Atlantic  Realty  Trust  qualifies  as a real  estate
investment trust ("REIT") for Federal income tax purposes.  As used herein,  the
term "MART" or the "Company"  refers to  Mid-Atlantic  Realty Trust and entities
owned or controlled by MART,  including MART Limited Partnership (the "Operating
Partnership").
     The Company is a fully integrated, self-administered real estate investment
trust which owns, acquires, develops,  redevelops,  leases and manages primarily
neighborhood or community  shopping centers in the Middle Atlantic region of the
United  States.  The  Company's  primary  objectives  are to enhance  funds from
operations  ("FFO") per share and  maximize  shareholder  value.  To achieve its
objectives,  the  Company  seeks to operate its  properties  for  long-term  FFO
growth.  The Company also acquires  neighborhood or community  shopping  centers
that  either  have  dominant  anchor  tenants or contain a mix of tenants  which
reflects  the shopping  needs of the  communities  they serve.  The Company also
develops and redevelops  shopping centers on a tenant-driven  basis,  leveraging
either existing  tenant  relationships  or geographic and demographic  knowledge
while  seeking to  minimize  exposure to risk  associated  with  long-term  land
development.
     The  Company's  financial  strategy is to execute its  operating and growth
strategies  by  utilizing a blend of  internally  generated  funds,  issuance of
Operating   Partnership  Units,  defined  below,   proceeds  from  divestitures,
institutional   borrowings  and  issuance  of  corporate   equity  or  debt,  as
appropriate.  The Company  currently intends to maintain a ratio of secured debt
to total  estimated  property  value at or below 50%.
     The Company has an equity interest in 36 operating shopping centers,  31 of
which  are  wholly  owned  by the  Company  and five in which  the  Company  has
interests  ranging  from  50% to 93%,  as well as other  commercial  properties,
collectively  the  "Properties".  The  Properties  have a gross leasable area of
approximately  4,911,000 square feet, of which  approximately  93% was leased at
December 31, 2000. Of these Properties,  approximately 99% of the gross leasable
area  is  in  the  states  of  Maryland,   Virginia,  New  York,   Pennsylvania,
Massachusetts  and  Delaware.  The Company also owns  approximately  81 acres of
undeveloped land in parcels varying in size from three to thirty-four acres.
     All of MART's  interests in the  Properties are held directly or indirectly
by, and  substantially  all of its  operations  relating to the  Properties  are
conducted through the Operating  Partnership.  Units of partnership  interest in
the Operating Partnership ("Units") may be exchanged by the limited partners for
cash or  common  shares  of  beneficial  interest  in MART at the  option of the
Company on a one-for-one  basis. MART controls the Operating  Partnership as the
sole general partner,  and owns  approximately  80% of the Units at December 31,
2000.
     The business of the Company is not materially affected by seasonal factors.
Although  construction  may be  affected  to some  extent by  inclement  weather
conditions,  usually  during  winter  months,  revenues  from  income  producing
properties  held for investment are usually not affected  significantly  by such
conditions.
     The commercial real estate  development and investment  industry is subject
to  widespread  competition  for desirable  sites,  tenants and  financing.  The
industry  is  extremely  fragmented  and  there  are  no  principal  methods  of
competition.  However,  the  ability to compete  is  dependent  in part upon the
ability  to  identify  and  acquire  and/or  develop   appropriate  real  estate
investment  opportunities in a timely manner.  While many competitors have fewer
assets and financial resources than the Company, there are many competitors with
greater  financial  resources  competing  for  similar  business  opportunities.
Accordingly,  it is not  possible  to  estimate  the  Company's  position in the
industry.  In addition,  certain of the Company's real estate  projects are near
unimproved sites that could be developed  commercially and would provide further
competition  to the Company.  The management of the Company  believes,  however,
that the Company  competes  favorably  in the industry due to the quality of its
developments,  its ability to take advantage of opportunities as they arise, its
access to capital and its reputation.
     The Company has 65 full time  employees and believes that its  relationship
with its employees is good.




                                       2
<PAGE>


ITEM 2 - PROPERITIES

The following schedule  describes the Company's  commercial and other properties
as of December 31, 2000.
<TABLE>
<CAPTION>

SHOPPING CENTER PROPERTIES (1)
                                                                     Year(s)       Gross
                                               Percent     Year       Built/    Leasable Area  Percent
                                              Ownership  Acquired  Redeveloped    (Sq. Ft.)    Leased   Major Tenants
------------------------------------------------------------------------------------------------------------------------------------
Maryland
------------------------------------------------------------------------------------------------------------------------------------

Baltimore Metropolitan Area
---------------------------

<S>                                              <C>      <C>       <C>           <C>          <C>      <C>
Arundel Plaza Shopping Center                    67%      1997      1967/1998      250,000       99%    Giant Food, Lowe's Home
                                                                                                        Center, Gateway 2000, Bob
                                                                                                        Evans Restaurant

Club Centre at Pikesville Shopping Center       100%      1997      1990/-          44,000       86%    Blockbuster, Wells Fargo

Enchanged Forest Shopping Center                100%      1997      1992/-         140,000       98%    Safeway, Petco, Blockbuster,
                                                                                                        H&R Block

Fullerton Plaza Shopping Center                 100%      2000      1979/-         153,000       95%    Kmart

Glen Burnie Village Shopping Center             100%      1997      1972/2000       75,000       72%    Rite Aid, Allfirst Bank,
                                                                                                        Sherwin Williams

Harford Mall and Business Center (2)            100%      1972      1972/1984-96   625,000       99%    Hecht's, Petsmart, Best Buy,
                                                                                                        Old Navy

Ingleside Shopping Center                       100%      1997      1963/1996      115,000      100%    Safeway, Rite Aid, Allfirst
                                                                                                        Bank, Blockbuster, Foot
                                                                                                        Locker

Little Glen Shopping Center                     100%      1997      1961-1973/-     19,000       55%

Lutherville Station Shopping Center (3)         100%      1993      1969/1997      286,000       59%    Circuit City

New Town Village Shopping Center                100%      1995*     1995/-         118,000       98%    Giant Food, Blockbuster,
                                                                                                        Starbucks, Allfirst Bank

North East Station Shopping Center              100%      1989      1998/-          80,000      100%    Food Lion, Sears

Patriots Plaza Shopping Center (3)              50%       1984*     1984/-          39,000      100%

Perry Hall Shopping Center                      100%      1997      1965/1996      211,000       87%    Brunswick Bowling, Rite Aid,
                                                                                                        Outback

Radcliffe Shopping Center at Towson             100%      1997      1988/1993       82,000      100%    CVS Drug,CompUSA, Linens 'N
                                                                                                        Things, Bryn Mawr, First
                                                                                                        Union Bank

Rolling Road Plaza Shopping Center              100%      1973*     1973/1994       63,000       56%    Firestone

Rosedale Plaza Shopping Center                  100%      1989      1972/2000       91,000       95%    Super Fresh, Blockbuster,
                                                                                                        Exxon, Rite Aid

Shawan Plaza Shopping Center                    100%      1997      1991/-          95,000      100%    Giant Food, Bank of America,
                                                                                                        Provident Bank

Timonium Crossing Shopping Center               100%      1997      1986/1996       60,000       90%    Bibelot, Cosmetic Counter

Timonium Shopping Center                        100%      1997      1962/-         207,000       98%    Ames, Krispy Kreme,
                                                                                                        Blockbuster

Wilkens Beltway Plaza Shopping Center           93%       1981*     1985-87/        79,000      100%    Giant Food, Provident Bank,
                                                                                                        Radio Shack
                                                                    1991/1995

York Road Plaza Shopping Center                 100%      1967*     1967/1996       91,000      100%    Giant Food, Firestone,
                                                                                                        Starbucks

Easton
------

Shoppes at Easton Shopping Center               100%      1994      1994/-         113,000      100%    Giant Food, Wal-Mart (on own
                                                                                                        pad), H&R Block


                                       3
<PAGE>


                                                                     Year(s)       Gross
                                               Percent     Year       Built/    Leasable Area  Percent
                                              Ownership  Acquired  Redeveloped    (Sq. Ft.)    Leased   Major Tenants

------------------------------------------------------------------------------------------------------------------------------------
DELAWARE
------------------------------------------------------------------------------------------------------------------------------------
Wilmington
----------

Brandywine Commons Shopping Center (3)          100%      1995      1992/-         166,000      100%   Shop Rite, Office Depot,
                                                                                                       Sports Authority, Service
                                                                                                       Merchandise

Milford
-------

Milford Commons Shopping Center                 100%      1997      1994/-          61,000      100%   Food Lion, Fashion Bug,
                                                                                                       Advance Auto

------------------------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA
------------------------------------------------------------------------------------------------------------------------------------
Bethlehem
---------

Saucon Valley Square Shopping Center             89%     1999       1998/-          81,000      100%   Super Fresh, Blockbuster,
                                                                                                       Radio Shack

Carlisle
--------

Stonehedge Square Shopping Center               100%     2000       1990/1994       88,000       95%   Nells Market, Eckerd Drug,
                                                                                                       Monro Muffler

Chambersburg
------------

Wayne Avenue Plaza Shopping Center              100%     1998       1990/1993      121,000      100%   Giant Food (of Carlisle), CVS
                                                                                                       Drug, Blockbuster

Waynesboro
----------

Wayne Heights Shopping Center                   100%     1998       1975/-         108,000       92%   Martins (Giant of Carlisle),
                                                                                                       Ames, Eckerd Drug

------------------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS
------------------------------------------------------------------------------------------------------------------------------------
Pittsfield
----------

Del Alba Shopping Center                        100%     1998*      1995/-          70,000      100%   Stop & Shop


------------------------------------------------------------------------------------------------------------------------------------
NEW YORK
------------------------------------------------------------------------------------------------------------------------------------
Colonie
-------

Colonie Plaza Shopping Center                   100%     1987*      1987/-         140,000       89%   Price Chopper, Consolidated
                                                                                                       Stores

East Greenbush
--------------
Columbia Plaza Shopping Center                  100%     1988*      1988/1997      133,000       95%   Price Chopper, Ben Franklin

------------------------------------------------------------------------------------------------------------------------------------
VIRGINIA
------------------------------------------------------------------------------------------------------------------------------------
Burke
-----
Burke Town Plaza Shopping Center (3)            100%     1979*      1979-1982/     127,000       97%   Safeway, CVS Drug
                                                                     1997/2000
Dale City
---------
Smoketown Plaza Shopping Center                  93%     1987*      1987/1994      176,000       97%   Frank's Nursery & Crafts

Fredericksburg
--------------
Spotsylvania Crossing Shopping Center            93%     1987*      1987/1991      142,000       95%   Giant Food (on own pad),
                                                                                                       Kmart

Harrisonburg
------------
Skyline Village Shopping Center                 100%     1988*      1988/1992      127,000       95%   Toys "R" Us

Manassas
--------
Sudley Towne Plaza Shopping Center              100%     1984*      1984/-         108,000      100%   Burlington Coat Factory



                                       4
<PAGE>

OTHER RETAIL AND COMMERCIAL PROPERTIES (4)
                                                                     Year(s)       Gross
                                               Percent     Year       Built/    Leasable Area  Percent
                                              Ownership  Acquired  Redeveloped    (Sq. Ft.)    Leased   Major Tenants

------------------------------------------------------------------------------------------------------------------------------------
MARYLAND
------------------------------------------------------------------------------------------------------------------------------------

Baltimore Metropolitan Area
---------------------------
Orchard Square Medical Office                   100%    1977       1988/-            28,000       100%   N/A

Patriots Office                                  50%    1984*      1984/-            28,000        58%   N/A

Wilkens Office I, II, III                        93%    1981*      1985-87/          53,000        82%   N/A
                                                                   1991/1995

Southwest Mixed Use Property                    100%    1968*      1968/1984         25,000       100%   Shell Oil, Otis Elevator,
                                                                                                         Potomac Air Gas

Other
-----
Clinton Property (3)                            100%    1971*      1971/-            29,000       100%   AMF

Waldorf Property                                100%    1979*      1979/-            31,000       100%   AMF, Firestone

------------------------------------------------------------------------------------------------------------------------------------
ILLINOIS
------------------------------------------------------------------------------------------------------------------------------------

Chicago Property                                100%    1978       1963/-            37,000      100%   AMF


UNDEVELOPED LAND

                                                                                                 Percent      Area in
                                                                                                Ownership      Acres        Zoning
------------------------------------------------------------------------------------------------------------------------------------
MARYLAND
------------------------------------------------------------------------------------------------------------------------------------
Baltimore Metropolitan Area
---------------------------
Dorsey Property                                                                                   100%         19.4       Commercial

Pulaski Property                                                                                  100%          3.0       Industrial

Salisbury
---------
Northwood Industrial Park                                                                          67%         16.1       Industrial

------------------------------------------------------------------------------------------------------------------------------------
NORTH CAROLINA
------------------------------------------------------------------------------------------------------------------------------------
Burlington
----------
Burlington Commerce Park                                                                          100%         34.3       Commercial

Hillsborough
------------
Hillsborough Crossing                                                                             100%          8.0       Commercial
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Shopping centers in operation are subject to mortgage financing aggregating
    $160,054,084 at December 31, 2000.
(2) The  Harford  Mall  property is subject to  mortgage  financing  aggregating
    $18,775,712  at December 31, 2000.  The mortgage bears interest at a rate of
    9.78%, and a balloon payment of $18,148,848 is due at maturity in July 2003.
    The mortgage  allows  prepayment  with a penalty of the greater of 1% of the
    outstanding principal balance or yield maintenance.
(3) These  properties are subject to ground leases;  all of the land relating to
    the other properties listed above is owned in fee simple.  The ground leases
    are subject to the following terms:
<TABLE>
<CAPTION>

Property                               Annual Rent            Remaining Lease Term
--------                               -----------            --------------------

<S>                                     <C>                   <C>
Lutherville Station Shopping Center     $ 60,000              5 years 1 month, plus six 10 year renewal options
Lutherville Station Shopping Center     $ 26,000              46 years 11 months
Patriots Plaza Shopping Center          $ 65,900              9 years 10 months, plus two 10 year renewal options
Brandywine Commons Shopping Center      $392,600              51 years 4 months, plus two 10 year renewal options
Burke Towne Plaza Shopping Center       $ 80,000              31 years plus three 15 year renewal options
Clinton Property                        $ 33,000              23 years 8 months, plus one 45 year renewal options
</TABLE>

(4) Other retail and commercial  properties in operation are subject to mortgage
    financing aggregating $2,573,494 at December 31, 2000.

* Developed by MART



                                       5
<PAGE>

ITEM 3 - LEGAL PROCEEDINGS

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


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

None.

PART II

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

The number of holders of record of the Company's shares was 1,030 as of March 8,
2001.

MART's  common  shares  of  beneficial  interest,  par  value  $.01  per  share,
("shares"),  trade on the New York Stock Exchange,  under the symbol "MRR".  The
following table sets forth, for the quarters indicated, the high and low closing
sale  prices of MART  shares on the NYSE,  and the cash  distributions  paid per
share for the indicated period.

<TABLE>
<CAPTION>
                        Closing Prices Per Share

<S>                      <C>           <C>          <C>
2000                     High          Low          Distributions
-----------------------------------------------------------------
First Quarter          $ 10.563          9.125             0.2700
Second Quarter           10.125          9.063             0.2700
Third Quarter            12.000         10.063             0.2700
Fourth Quarter           13.000         11.125             0.2825


1999                     High          Low          Distributions
-----------------------------------------------------------------
First Quarter          $ 12.625          9.812             0.2600
Second Quarter           12.125         10.000             0.2600
Third Quarter            11.375         10.063             0.2600
Fourth Quarter           10.438          8.875             0.2700

</TABLE>

For the  shareholders  of MART during the entire year, per share  dividends were
taxable as follows:

<TABLE>
<CAPTION>

                                                                                Per Share
                                                               2000               1999               1998
---------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                         <C>               <C>
Ordinary dividends - taxable as ordinary income           $       0.98                0.90              0.85

Capital gain distribution - taxable as capital gain                 -                  -                0.01

Other distribution -
 return of capital or capital gain -
 (depending on shareholders' basis in MART shares)                0.11                0.15              0.15
                                                         ------------------------------------------------------
Total annual gross dividends per share                    $       1.09                1.05              1.01
                                                         ------------------------------------------------------

Percent of total annual gross dividends per share -
 return of capital or capital gain                                 10%                14%               16%
                                                         ------------------------------------------------------

</TABLE>

                                       6
<PAGE>


ITEM 6 - SELECTED FINANCIAL DATA

The  following  table sets forth  certain  consolidated  financial  data for the
Company  and  should  be read in  conjunction  with the  consolidated  financial
statements and notes thereto included elsewhere in this report.

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                        Years Ended December 31,
                                                       2000               1999           1998             1997            1996
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>            <C>              <C>             <C>
Revenues                                           $   57,585,123      53,346,473     49,537,130       39,152,220     32,406,300
                                                   ---------------------------------------------------------------------------------
Earnings before extraordinary gain (loss)          $   12,555,629      12,751,158     12,385,861        6,819,211      3,508,709
Extraordinary gain (loss)                                 255,268             -          (32,984)        (226,873)           -
                                                   ---------------------------------------------------------------------------------
Net earnings                                       $   12,810,897      12,751,158     12,352,877        6,592,338      3,508,709
                                                   ---------------------------------------------------------------------------------
Net earnings per share - basic                     $         0.93            0.89           0.85             0.70           0.56
Net earnings per share - diluted                             0.92            0.88           0.84             0.70           0.56
                                                   ---------------------------------------------------------------------------------
Total assets                                       $  371,080,608     328,570,661    317,008,617      298,154,555    173,278,241
                                                  ---------------------------------------------------------------------------------
Indebtedness -
  Total mortgages, covertible debentures,
  construction loans and notes payable             $  232,962,526     186,593,831    166,732,850      145,660,657    133,805,495
                                                   ---------------------------------------------------------------------------------
Net cash flow:
  Provided by operating activities                 $   26,539,335      25,153,324     24,255,137       16,005,958      9,898,948
  (Used in) provided by investing activities       $  (49,427,922)    (24,175,685)   (21,668,918)      (5,995,155)     4,231,471
  (Used in) provided by financing activities       $   22,850,395      (1,440,868)   (10,402,329)      (2,597,424)   (13,631,237)
                                                   ---------------------------------------------------------------------------------
Cash dividends paid per share                      $         1.09            1.05           1.01             0.97           0.93
                                                   ---------------------------------------------------------------------------------
Weighted average number of shares outstanding: EPS
  Basic                                                13,538,886      14,021,403     14,240,533        9,308,682      6,211,092
  Diluted                                              14,806,204      15,337,652     15,778,727        9,360,566      6,211,092
                                                   ---------------------------------------------------------------------------------

RECONCILIATION OF NET EARNINGS TO FFO

Net Earnings                                       $   12,810,897      12,751,158     12,352,877        6,592,338      3,508,709
Depreciation                                           10,392,055       9,557,204      8,813,251        6,954,803      5,413,737
(Gain) loss on properties                                     -          (131,611)         4,223          (16,836)      (300,599)
Extraordinary (gain) loss from early extinguishment
  of debt                                                (255,268)            -           32,984          226,873            -
                                                   ---------------------------------------------------------------------------------
FFO                                                $   22,947,684      22,176,751     21,203,335       13,757,178      8,621,847
                                                   =================================================================================

</TABLE>

(1)  The Company believes that Funds from Operations (FFO) provides relevant and
     meaningful  information about its operating  performance that is necessary,
     along with net earnings,  for an  understanding  of its operating  results.
     Funds from operations is defined by the National Association of Real Estate
     Investment  Trusts,  Inc. (NAREIT) as net earnings  (computed in accordance
     with  generally  accepted  accounting  principles),   excluding  cumulative
     effects of changes in accounting principles,  extraordinary items and gains
     or losses on sales of properties,  plus depreciation and amortization,  and
     after adjustments to record unconsolidated  partnerships and joint ventures
     on the same basis.  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 should
     not  be  considered  as an  alternative  to  cash  flows  as a  measure  of
     liquidity.  The  Company's  FFO may not be  comparable  to the FFO of other
     REIT's because they may not use the current  NAREIT  definition or they may
     interpret the definition differently.



                                       7
<PAGE>


ITEM 6 - SELECTED FINANCIAL DATA (Continued)

Quarterly Results of Operations (Unaudited)

The unaudited  quarterly  results of  operations  for MART for 2000 and 1999 are
summarized as follows:
<TABLE>
<CAPTION>

                                                              Quarter Ended
2000                                       March 31,     June 30,     September 30,    December 31,
---------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>           <C>             <C>
Revenues                                 $ 13,909,381    14,483,757    14,205,405      14,986,580
                                         ----------------------------------------------------------
Earnings before extraordinary gain (loss)   2,927,006     3,228,470     2,970,190       3,429,963
Extraordinary gain from early
  extinguishment of debt                         -          163,923        91,345            -
                                         ----------------------------------------------------------
Net earnings                             $  2,927,006     3,392,393     3,061,535       3,429,963
                                         ==========================================================
Net earnings per share - basic           $       0.21          0.24          0.23            0.25
Net earnings per share - diluted         $       0.21          0.24          0.23            0.24
                                         ==========================================================



                                                              Quarter Ended
1999                                       March 31,     June 30,     September 30,    December 31,
---------------------------------------------------------------------------------------------------
Revenues                                 $ 13,021,750    13,232,391    13,234,389      13,857,943
                                         ----------------------------------------------------------
Net earnings                             $  3,174,969     3,225,090     2,905,942       3,445,157
                                         ==========================================================
Net earnings per share - basic           $       0.22          0.22          0.20            0.25
Net earnings per share - diluted         $       0.22          0.22          0.20            0.24
                                         ==========================================================

</TABLE>

Quarterly results are influenced by a number of factors, including the timing of
property  acquisitions,  sales and financing  transactions and the completion of
development/redevelopment projects.



                                       8
<PAGE>


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

The following  discussion  and analysis of operating  results covers each of the
Company's  business  segments for the years ended  December 31, 2000,  1999, and
1998.
     Management  believes that a segment  analysis  provides the most  effective
means of understanding the business.  As discussed in Note N to the consolidated
financial  statements,  segment data are reported using the accounting  policies
followed by the Company for internal reporting to management. These policies are
the same as those used for external reporting. Operating results of the segments
are reconciled to earnings from  operations in the financial  statements in Note
N.

Operating Results- Shopping Centers

The operating results of shopping center  properties are affected  significantly
by acquisition and disposition  transactions  and openings of newly developed or
redeveloped  properties.  Information  related to shopping center  acquisitions,
dispositions  and  developments/redevelopments  completed  during 2000, 1999 and
1998 is summarized in the following table:

Property                                               Transaction
                                                      or Opening Date
Acquisitions
------------
Stonehedge Square Shopping Center                      February 2000
Fullerton Plaza Shopping Center                        March 2000
Saucon Valley Square Shopping Center                   March 1999
Wayne Heights Shopping Center                          January 1998
Wayne Avenue Plaza Shopping Center                     February 1998
Del Alba Shopping Center                               September 1998

Dispositions
------------
Page Plaza                                             April 1998

Development/Redevelopment
-------------------------
Glen Burnie Village Shopping Center                    November 2000
Rosedale Plaza Shopping Center                         August 2000
Arundel Plaza Shopping Center                          March 1999
Harford Mall                                           December 1999
North East Station Shopping Center                     March 1998
Lutherville Station Shopping Center                    April 1998


Operating  results of shopping  center  properties are summarized as follows (in
thousands):

                                         2000           1999           1998
--------------------------------------------------------------------------------
Revenues                                 $ 55,538         51,235         47,402
Operating and interest expenses,
  exclusive of depreciation and
  amortization                             30,204         26,958         24,402
Depreciation and amortization               9,926          9,082          8,362
Minority interest                           3,581          3,318          3,080
                                         ---------------------------------------
Earnings from operations                 $ 11,827         11,877         11,558


Revenues from shopping centers increased by $4,303,000 in 2000 and by $3,833,000
in  1999.  The  increase  in 2000 was due  primarily  to the  operations  of the
properties  acquired in 2000 and 1999 ($2,075,000),  the redevelopment  projects
completed  and  opened in 2000 and 1999  ($1,680,000)  and other net  rental and
occupancy  changes  ($187,000).  The  increase in 1999 was due  primarily to the
operations  of the  properties  acquired  in 1999  and  1998  ($2,101,000),  the
redevelopment  projects  completed and opened in 1999 and 1998  ($1,266,000) and
other net  rental and  occupancy  increases,  partially  offset by the sale of a
property in 1998 ($210,000).
   Operating and interest expenses  (exclusive of depreciation and amortization)
for shopping center properties increased by $3,246,000 in 2000 and by $2,556,000
in  1999.  The  increase  in 2000  was due  primarily  to the  acquisitions  and
redevelopments  referred  to  above  ($2,374,000)  and  new  mortgage  debt  for
Ingleside Shopping Center ($371,000).  The increase in 1999 was due primarily to
the acquisitions and redevelopments referred to above ($2,020,000). Depreciation
and amortization  expense increased by $844,000 in 2000 and by $720,000 in 1999.
These   increases  were   attributable   primarily  to  the   acquisitions   and
redevelopments  referred  to  above.  Minority  interest  expense  increased  by
$263,000 in 2000 and by $238,000 in 1999.  The  increases  were due primarily to
Operating  Partnership Units issued in connection with the acquisition of Saucon
Valley Square Shopping Center.



                                       9
<PAGE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
                                  (Continued)

Operating Results - All Other Properties

Operating  results  of all  other  properties  are  summarized  as  follows  (in
thousands):

                                           2000          1999           1998
--------------------------------------------------------------------------------
Revenues                                 $   2,047         2,111          2,135
Operating and interest expenses,
  exclusive of depreciation and
  amortization                                 844           889            838
Depreciation and amortization                  466           475            451
Minority interest                                8             4             14
                                         ---------------------------------------
Earnings from operations                 $     729           743            832
                                         =======================================

There  were  no  significant  changes  in the  operating  results  of all  other
properties during the period.

Gain (Loss) on Properties
The  $132,000  gain  on  properties  for  1999  is due  primarily  to the  final
resolution of contingencies  in the sale agreements  relating to properties sold
in 1997.

Funds from Operations
The Company uses a supplemental  performance  measure along with net earnings to
report  its  operating  results.  This  measure  is  referred  to as Funds  from
Operations  ("FFO").  FFO is defined by the National  Association of Real Estate
Investment  Trusts,  Inc.  (NAREIT) as net earnings  computed in accordance with
GAAP,  excluding  cumulative  effects  of  changes  in  accounting   principles,
extraordinary  items,  and  gains  or  losses  on  sales  of  properties,   plus
depreciation and amortization,  and after  adjustments to record  unconsolidated
partnerships  and joint ventures on the same basis.  FFO does not represent cash
flows from  operations as defined by GAAP. FFO is not indicative that cash flows
are  adequate  to fund  all  cash  needs  and  should  not be  considered  as an
alternative  to cash flows as a measure of liquidity.  The Company's FFO may not
be  comparable  to the FFO of other REITs  because  they may not use the current
NAREIT  definition  or they may interpret the  definition  differently.
     FFO was  $22,948,000 in 2000,  $22,177,000 in 1999 and $21,203,000 in 1998.
The  increases  in FFO in 2000  and  1999  were due  primarily  to the  property
acquisitions and the development and  redevelopment  projects  referred to above
and higher rents from re-leased  space.  The reasons for significant  changes in
revenues and expenses comprising FFO by segment are described above.

Liquidity and Capital Resources
The Company had cash and cash equivalents of $109,700 at December 31, 2000.
     Net cash provided by operating activities was $26,539,000, $25,154,000, and
$24,255,000, in 2000, 1999, and 1998, 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  used  by  investing  activities  increased  by  $25,252,000,  to
$49,428,000 in 2000 from  $24,176,000 in 1999. The increase was due primarily to
higher levels of acquisitions and development activity.
     Net  cash  used  by  investing   activities   increased  by  $2,507,000  to
$24,176,000  in 1999 from  $21,669,000  in 1998.  The increase  was  primarily a
result  of  higher   distributions  to  minority   partners   ($224,000)  and  a
distribution of refinancing proceeds ($3,051,000) in 1999, partially offset by a
lower level of operating property acquisitions ($768,000).
     Net cash provided by financing  activities was $22,850,000 in 2000 compared
to net cash  used by  financing  activities  of  $1,441,000  in 1999.  Financing
activities  provided  cash in 2000  primarily  because of  financing/refinancing
activity for four shopping centers ($24,168,000).
     Net cash used by financing activities decreased by $8,961,000 to $1,441,000
in 1999  from  $10,402,000  in 1998.  The  decrease  was due  primarily  to cash
provided  from  financing  one shopping  center  ($11,100,000)  and  refinancing
another  shopping  center  ($1,800,000),  partially  offset by  increased  share
repurchases of $2,016,000.



                                       10
<PAGE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
                                  (Continued)

Liquidity and Capital Resources (continued)
The Company  currently has a $75,000,000  unsecured line of credit available for
various  purposes,  including  acquisition,   development  or  redevelopment  of
properties  and  liquidity,  subject to various terms and  conditions.  The note
payable under the bank line of credit had an outstanding  balance of $37,000,000
at December 31, 2000.
     The Company has  registered  to sell up to an  aggregate  of  approximately
$98,000,000  (based on the public offering price) of additional common shares of
beneficial  interest and/or debt  securities.  The shares and debt may be issued
from time to time at prices,  in amounts  and on terms to be  determined  at the
time of offering.
     In order to qualify as a REIT for  Federal  income  tax  purposes,  MART is
required  to pay  dividends  to its  shareholders  of at  least  90% of its REIT
taxable  income.  MART intends to pay these dividends from operating cash flows.
While MART intends to distribute to its  shareholders  a substantial  portion of
its cash flows from operating activities, MART also intends to retain or reserve
such amounts as it considers  necessary from time to time for the acquisition or
development  of new  properties  as  suitable  opportunities  arise  and for the
expansion and renovation of its shopping  centers.  Also, MART currently has and
expects to continue to maintain a line of credit from its primary bank.
     The Company anticipates  material  commitments for capital  expenditures to
include, in the next two years, the ongoing redevelopment of twelve projects, in
the planning stage, at an estimated cost of $39,600,000.  The Company expects to
fund the development  projects and other capital expenditures with available net
cash flows from operating  activities and if necessary  with  construction  loan
financing,  long-term mortgage financing on unencumbered operating properties or
the use of its line of credit.
     It is  management's  intention  that MART  continually  have  access to the
capital  resources  necessary  to expand and  develop its  business.  Management
cannot practically  quantify MART's 2001 cash requirements,  but expects to meet
its short-term liquidity  requirements generally through available net cash flow
provided by operations and short-term borrowings.  To meet its long-term capital
requirements,  MART intends to obtain funds through additional equity offerings,
joint  ventures or  long-term  debt  financing in a manner  consistent  with its
financial  strategy.  The Company  anticipates that the cash flow available from
operations,  together with cash from  borrowings and equity  offerings,  will be
sufficient  to meet its  liquidity  and  capital  needs  in both  the  short-and
long-term.

Market Risk Information
The market risk associated with financial  instruments and derivative  financial
and  commodity  instruments  is the risk of loss from adverse  changes in market
prices or rates.  The Company's  market risk arises primarily from interest rate
risk  relating to variable rate  borrowings  used to maintain  liquidity  (e.g.,
credit line borrowings) or finance project development costs (e.g., construction
loans).  The Company's  interest rate risk management  objective is to limit the
impact of interest rate changes on earnings and cash flows.  In order to achieve
this  objective,   the  Company  relies  primarily  on  long  term,  fixed  rate
nonrecourse   loans  from   institutional   lenders  to  finance  its  operating
properties.  In addition,  long term fixed rate financing is typically  arranged
concurrently with or shortly after a variable rate project  construction loan is
negotiated  or the project is  complete.  The  Company  has not used  derivative
financial or commodity  instruments to manage  interest rate risk. The Company's
interest rate risk is monitored closely by management.  The table below presents
the principal  amounts,  weighted average interest rates,  fair values and other
data  required to evaluate  the  expected  cash flows of the Company  under debt
agreements and its  sensitivity to interest rate changes.  At December 31, 2000,
the Company's variable rate debt relates to borrowings under its credit line and
construction loans. The credit line borrowings are assumed to be repaid at their
various  repricing dates throughout 2001. The construction  loans are assumed to
be repaid  at their  maturity  in 2003.  As the table  incorporates  only  those
exposures that exist as of December 31, 2000, it does not consider  exposures or
positions which could arise after that date. As a result, the Company's ultimate
realized gain or loss with respect to interest rate  fluctuations will depend on
the  exposures  that arise  after  December  31,  2000,  the  Company's  hedging
strategies, if any, during that period and interest rates.

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                                                                   (In thousands)

                                                                                                                 Fair
                                      2001     2002     2003      2004       2005       Thereafter      Total    Value
-----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>     <C>        <C>        <C>        <C>          <C>       <C>
Fixed rate debt                      10,622    7,296   43,550        -          -        123,236      184,704   175,224
Weighted average interest rate         9.19%   8.63%    8.68%        -          -          7.97%        8.24%        -

Variable rate debt                    37,000   6,188    5,071        -          -             -        48,259    48,259
Weighted average interest rate         8.54%   8.14%    8.14%        -          -             -         8.45%        -
------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       11
<PAGE>

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

                                   (Continued)

Inflation
The majority of leases for the shopping center properties contain provisions for
annual increases in rents and/or  provisions,  which may entitle MART to receive
percentage rents, based on the tenants' gross sales. Such provisions  ameliorate
the risk to MART of the adverse  effects of  inflation.  If a recession  were to
begin and continue for a prolonged  time,  FFO could decline as some tenants may
have  trouble  meeting  their  lease  obligations.  Most of the  leases  for the
properties require the tenants to pay a substantial share of operating expenses,
such as real estate taxes,  insurance  and common area  maintenance  costs,  and
thereby  reduce MART's  exposure to increased  costs.  In addition,  many of the
leases for the properties are for terms of less than 10 years,  which may enable
MART to seek increased  rents upon renewal of existing leases if rents are below
the then existing market rates.

Cautionary Disclosure Relating to Forward Looking Statements
Statements made in this document  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.
Factors which could impact future results  include (among other things)  general
economic  conditions,  local real estate  conditions,  oversupply  of  available
space, financial condition of tenants, timely ability to lease or re-lease space
upon favorable economic terms,  agreements with anchor tenants,  interest rates,
availability of financing, competitive factors, and similar considerations.  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.  For a discussion of risks and uncertainties  that could cause actual
results  to differ  materially  from  those  contained  in the  forward  looking
statements, see "Risk Factors" filed as Exhibit 99.1 to the Company's Form 10-K.




                                       12
<PAGE>

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS' REPORT


Board of Trustees and Shareholders
Mid-Atlantic Realty Trust:

We have audited the  accompanying  consolidated  balance sheets of  Mid-Atlantic
Realty Trust and  subsidiaries  as of December 31, 2000 and 1999 and the related
consolidated  statements of operations,  shareholders' equity and cash flows for
each  of the  years  in the  three-year  period  ended  December  31,  2000.  In
connection with our audits of the  consolidated  financial  statements,  we have
also audited the  financial  statement  schedule of real estate and  accumulated
depreciation.   These  consolidated   financial  statements  and  the  financial
statement  schedule are the  responsibility  of the  Company's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial statement schedule based on our audits.
     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material  misstatement.  An audit includes examining on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.
     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the financial position of Mid-Atlantic
Realty Trust and  subsidiaries as of December 31, 2000 and 1999, and the results
of their operations and their cash flows for each of the years in the three-year
period  ended  December 31,  2000,  in  conformity  with  accounting  principles
generally  accepted in the United  States of America.  Also in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
consolidated  financial  statements taken as a whole,  presents  fairly,  in all
material respects, the information set forth therein.



/s/ KPMG LLP

Baltimore, Maryland
February 23, 2001




                                       13
<PAGE>


                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                           Consolidated Balance Sheet


                                                       As of December 31,

                                                     2000                1999
--------------------------------------------------------------------------------

ASSETS
Properties:
  Operating properties (Notes B and C)              $  400,319,243  376,030,262
  Less accumulated depreciation and amortization        70,435,693   60,097,298
                                                    ----------------------------
                                                       329,883,550  315,932,964
  Properties in development (Notes C and D)             29,590,613    2,098,324
  Properties held for development or sale                3,587,610    3,587,610
                                                    ----------------------------
                                                       363,061,773  321,618,898

  Cash and cash equivalents                                109,686      147,878
  Notes and accounts receivable - tenants and other
     (Note E)                                            2,689,573    2,160,417
  Prepaid expenses and deposits                          2,991,645    2,637,405
  Deferred financing costs, net (Note F)                 2,227,931    2,006,063
                                                    ----------------------------
                                                    $  371,080,608  328,570,661
                                                    ============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Accounts payable and accrued expenses (Note G)    $    7,332,902    6,399,153
  Notes payable (Note H)                                37,000,000   27,500,000
  Construction loans payable (Note C)                   20,258,948    9,000,000
  Mortgage payable (Note C)                            162,627,578  136,847,831
  Convertible subordinated debentures (Note I)          13,076,000   13,246,000
  Deferred income                                          491,096      549,347
                                                    ----------------------------
                                                       240,786,524  193,542,331
                                                    ----------------------------
Minority interest in consolidated joint ventures        36,608,643   37,359,843
                                                    ----------------------------

Shareholders' equity (Note K):

  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 shares, issued
    and outstanding 13,810,162 and 14,005,407
    shares, respectively                                   138,102      140,054
  Additional paid-in capital                           125,088,309  126,805,104
  Distributions in excess of accumulated earnings      (31,540,970) (29,276,671)
                                                    ----------------------------
                                                        93,685,441   97,668,487
                                                    ----------------------------

Commitments (Note L)                                ----------------------------
                                                    $  371,080,608  328,570,661
                                                    ============================



See accompanying notes to consolidated financial statements.


                                       14
<PAGE>

<TABLE>
<CAPTION>

                   MID-ATLANTIC REATLY TRUST AND SUBSIDIARIES
                     Consolidated Statements of Operations

                                                                 Years ended December 31,
                                                              2000            1999            1998
----------------------------------------------------------------------------------------------------

REVENUES:
<S>                                                        <C>             <C>             <C>
   Minimum rents                                           $  46,680,656   43,082,458      40,242,652
   Percentage rents                                            1,588,771    1,380,690       1,435,631
   Tenant recoveries                                           8,883,947    8,287,459       7,421,059
   Other (Note O)                                                431,749      595,866         437,788
                                                           ------------------------------------------
                                                              57,585,123   53,346,473      49,537,130
                                                           ------------------------------------------

EXPENSES:
   Interest                                                   16,355,070   14,062,178      12,081,000
   Depreciation and amortization
     of property and improvements                             10,392,055    9,557,204       8,813,251
   Operating                                                  11,832,858   11,046,411      10,370,414
   General and administrative                                  2,859,809    2,739,079       2,788,939
                                                           ------------------------------------------
                                                              41,439,792   37,404,872      34,053,604
                                                           ------------------------------------------

EARNINGS FROM OPERATIONS
  BEFORE MINORITY INTEREST                                    16,145,331   15,941,601      15,483,526
Minority interest                                             (3,589,702)  (3,322,054)     (3,093,442)
                                                           ------------------------------------------
EARNINGS FROM OPERATIONS                                      12,555,629   12,619,547      12,390,084
Gain (loss) on properties (Note P)                                    -       131,611          (4,223)
                                                           ------------------------------------------

EARNINGS BEFORE EXTRAORDINARY GAIN (LOSS)                     12,555,629   12,751,158      12,385,861
Extraordinary gain (loss) from early extinguishment of debt      255,268           -          (32,984)
                                                           ------------------------------------------
NET EARNINGS                                               $  12,810,897   12,751,158      12,352,877
                                                           ==========================================

NET EARNINGS PER SHARE - BASIC (Note Q):
Earnings before extraordinary gain (loss)                  $        0.93         0.89            0.85
Extraordinary gain (loss) from early extinguished of debt             -            -               -
                                                           ------------------------------------------
Net earnings                                               $        0.93         0.89            0.85
                                                           ==========================================

NET EARNINGS PER SHARE - DILUTED (Note Q):
Earnings before extraordinary gain (loss)                  $        0.92         0.88            0.84
Extraordinary gain (loss) from early extinguished of debt             -            -               -
                                                           ------------------------------------------
Net earnings                                               $        0.92         0.88            0.84
                                                           ==========================================


</TABLE>

See accompanying notes to consolidated financial statements.

                                       15
<PAGE>

                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                Consolidated Statements of Shareholders' Equity
<TABLE>
<CAPTION>

                                                                              Years ended December 31, 2000, 1999, 1998

                                                                                                        Distributions
                                                         Numbers of         Common       Additional      in Excess of      Net
                                                           Common           Shares at     Paid-in        Accumulated   Shareholders'
                                                           Shares           par value     Capital          Earnings       Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>          <C>              <C>            <C>
BALANCE, December 31, 1997                                14,460,248       $  144,602   131,281,852      (24,664,891)   106,761,563
Conversion of convertible subordinated debentures            340,080            3,401     3,473,468              -        3,476,869
Share purchase plan                                         (313,200)          (3,132)   (3,827,977)             -       (3,831,109)
Share-based compensation plans                                 7,917               79       467,374              -          467,453
Dividends paid - $1.01 per share                                  -                -            -        (14,709,878)   (14,709,878)
Net earnings                                                      -                -            -         12,352,877     12,352,877
Other, net                                                        -                -        (26,716)             -          (26,716)
                                                         ---------------------------------------------------------------------------
BALANCE, December 31, 1998                                14,495,045          144,950   131,368,001      (27,021,892)   104,491,059
Conversion of convertible subordinated debentures             65,235              652       670,365              -          671,017
Share purchase plan                                         (569,200)          (5,692)   (5,841,867)             -       (5,847,559)
Share-based compensation plans                                14,327              144       608,605              -          608,749
Dividends paid - $1.05 per share                                  -                -            -        (15,005,937)   (15,005,937)
Net earnings                                                      -                -            -         12,751,158     12,751,158
                                                         ---------------------------------------------------------------------------
BALANCE, December 31, 1999                                14,005,407          140,054   126,805,104      (29,276,671)    97,668,487
Conversion of convertible subordinated debentures             16,189              162       167,328              -          167,490
Share purchase plan                                         (283,800)          (2,838)   (2,683,296)             -       (2,686,134)
Share-based compensation plans                                53,073              531       576,802              -          577,333
Conversion of Operating Partnership Units                     19,293              193       222,371              -          222,564
Dividends paid - $1.0925 per share                                -                -            -        (15,075,196)   (15,075,196)
Net earnings                                                      -                -            -         12,810,897     12,810,897
                                                         ---------------------------------------------------------------------------
BALANCE, December 31, 2000                                13,810,162       $  138,102   125,088,309      (31,540,970)    93,685,441
                                                         ===========================================================================


</TABLE>



See accompanying notes to consolidated financial statements.


                                       16
<PAGE>

                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                                          Years ended December 31,
                                                                                   2000            1999           1998
--------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>                <C>            <C>
  Net earnings                                                                $  12,810,897      12,751,158     12,352,877
  Adjustments to reconcile net earnings to net
  cash provided by operating activities:
    Extraordinary (gain) loss from early extinguishment of debt                    (255,268)            -           32,984
    Depreciation and amortization                                                10,392,055       9,557,204      8,813,251
    Minority interest in earnings, net                                            3,589,702       3,322,054      3,086,093
    Amortization of deferred financing costs                                        398,195         315,828        247,901
    Changes in operating assets and liabilities:
      Increase in assets                                                           (883,396)       (911,734)    (1,077,090)
      Increase (decrease) in liabilities                                            (87,673)       (101,255)       662,218
    Other, net                                                                      574,823         220,369        136,903
                                                                               -------------------------------------------
    Total adjustments                                                            13,728,438      12,402,466     11,902,260
                                                                               -------------------------------------------
         NET CASH PROVIDED BY OPERATING ACTIVITIES                               26,539,335      25,153,624     24,255,137
                                                                               -------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of and additions to properties                                   (44,909,584)    (17,205,063)   (22,470,996)
  Proceeds from sales of properties                                                     -               -        4,498,017
  Payments to minority partners                                                  (4,518,338)     (6,970,622)    (3,695,939)
                                                                               -------------------------------------------
         NET CASH USED IN INVESTING ACTIVITIES                                  (49,427,922)    (24,175,685)   (21,668,918)
                                                                               -------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                                                   101,600,000      67,800,000     24,677,750
  Principal payments on notes payable                                           (92,100,000)    (58,700,000)    (9,677,750)
  Proceeds from mortgages payable                                                37,855,500      25,300,000     11,600,000
  Principal payments on mortgages payable                                       (17,382,660)    (13,854,019)   (18,435,646)
  Proceeds from construction loans payable                                       11,258,948             -          307,084
  Additions to deferred financing costs                                            (620,063)     (1,133,621)      (305,881)
  Proceeds from exercise of share options                                               -               -               23
  Shares repurchased                                                             (2,686,134)     (5,847,559)    (3,831,109)
  Dividends paid                                                                (15,075,196)    (15,005,937)   (14,709,878)
  Other, net                                                                            -               (32)       (26,922)
                                                                              --------------------------------------------
        NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                         22,850,395      (1,441,168)   (10,402,329)
                                                                              --------------------------------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                           (38,192)       (463,229)    (7,816,110)

CASH AND CASH EQUIVALENTS, beginning of year                                        147,878         611,107      8,427,217
                                                                              --------------------------------------------
CASH AND CASH EQUIVALENTS, end of year                                        $     109,686         147,878        611,107
                                                                              ============================================

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION
  Interest paid                                                               $  16,355,070      14,206,045     12,540,504
                                                                              ============================================

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
  Conversion of subordinated debentures, net of deferred
    financing costs                                                           $     167,515         671,051      3,477,075
  Conversion of Operating Partnership Units                                         222,564             -              -
  Mortgages payable assumed                                                       5,562,175             -       16,171,755
  Operating Partnership Units issued                                                400,000       2,273,458            -
                                                                              ============================================

</TABLE>


See accompanying notes to consolidated financial statements.



                                       17
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000, 1999 and 1998

A.  Summary of Significant Accounting Policies

Organization
Mid-Atlantic  Realty  Trust  was  incorporated  June  29,  1993,  and  commenced
operations effective with the completion of its initial public share offering on
September  11,  1993.  Mid-Atlantic  Realty  Trust  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 36 operating shopping centers,  31 of
which  are  wholly  owned  by the  Company  and five in which  the  Company  has
ownership  interests  ranging  from  50% to 93%,  as well  as  other  commercial
properties.  The Company also owns seven  undeveloped  parcels of land  totaling
approximately 81 acres, which it is holding for development or sale.
     All of MART's  interests in properties  are held directly or indirectly by,
and 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 80% of the Units at December 31, 2000.

Basis of Presentation
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  judgments  that  affect  the  reported  amounts  of  assets  and
liabilities  and  disclosures  of  contingencies  at the  date of the  financial
statements  and revenues and expenses  recognized  during the reporting  period.
Actual  results  could differ from those  estimates.  Certain  amounts for prior
years have been reclassified to conform to the presentation for 2000.

Principles of Consolidation
The consolidated  financial statements include all wholly owned subsidiaries and
majority-owned partnerships, including the Operating Partnership. Investments in
unconsolidated  joint ventures are carried on the equity method. All significant
intercompany balances and transactions have been eliminated in consolidation.
     The Company owns 100% interests in corporate subsidiaries which are general
partners in several partnerships which have outside partners with 50% interests.
Under terms of the  partnership  agreements,  the  Company has control  over the
partnerships,  including acquisition,  leasing, financing and sale transactions,
and accordingly, it uses the full consolidation method to account for them.

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.

Capitalization Policy
Acquisition, development and construction costs of properties in development are
capitalized including, where applicable, salaries and related costs, real estate
taxes  and  interest  costs.  Development  and  construction  costs and costs of
significant  improvements,  replacements and renovations to operating properties
are capitalized while costs of maintenance and repairs are expensed as incurred.
Direct costs  incurred in financing  transactions  are  capitalized  as deferred
costs and amortized to interest cost over the term of the related loan using the
interest method.  Initial direct costs incurred with respect to completed tenant
leases are deferred and amortized using the straight-line  method over the terms
of the related leases. Effective March 19, 1998, the Company adopted a policy of
charging   internal  staff  costs  associated  with  acquisitions  of  operating
properties  to expense as incurred as  required by a consensus  of the  Emerging
Issues Task Force of the Financial  Accounting  Standards  Board.  Prior to that
date,  such costs were  capitalized as part of the cost of properties  acquired.
This change did not have a material effect on net earnings for 1998.



                                       18
<PAGE>

Properties
Properties to be developed or held and used in  operations  are carried at cost,
reduced for impairment  losses where  appropriate.  Properties held for sale are
carried  at the  lower of their  carrying  value  (i.e. cost  less  accumulated
depreciation and any impairment loss recognized,  where applicable) or estimated
fair value less costs to sell. The net carrying  values of operating  properties
are  classified as properties  held for sale when senior  management  authorizes
their  disposition  and the Company  begins  marketing the  properties for sale.
Depreciation  of these  properties is  discontinued  at that time, but operating
revenues,  other operating expenses and interest continue to be recognized until
the date of sale.
     If events or circumstances indicate that the carrying value of an operating
property  to be held and used may be  impaired,  a  recoverability  analysis  is
performed based on estimated undiscounted future cash flows to be generated from
the  property.  If  the  analysis  indicates  that  the  carrying  value  is not
recoverable  from future cash flows,  the  property is written down to estimated
fair value and an impairment loss is recognized.
     Depreciation is computed using the straight-line  method over the estimated
useful lives of the related assets, as follows: Buildings and additions, 30 - 50
years; land improvements,  5 - 15 years;  tenant  improvements,  lesser of lease
term or asset useful lives; and furniture, fixtures and equipment, 3 - 10 years.

Revenue Recognition
Minimum rent revenues are generally recognized when due from tenants under terms
of the related leases. Revenues from tenant reimbursements of real estate taxes,
maintenance  and  insurance  costs  are  recognized  in the  period in which the
related  expense is  incurred.  Until  September 30, 1999,  revenues  based on a
percentage  of  tenant's  sales in  excess  of  levels  specified  in the  lease
agreement were  estimated and accrued  ratably  throughout  the year.  Effective
October 1, 1999,  the Company  changed its method of accounting  for  percentage
rents to  recognize  revenues  only when a tenant's  sales  actually  exceed the
specified  minimum level as required by Staff Accounting  Bulletin 101 - Revenue
Recognition.  This  change  did not  have a  material  effect  on the  financial
statements for 1999.

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

Income Taxes
The Company qualifies, and intends to continue to qualify, as a REIT pursuant to
Sections 856 through 860 of the Internal  Revenue Code of 1986,  as amended.  In
general, under such Code provisions a trust which has made the required election
and, in the taxable year,  meets certain  requirements  and  distributes  to its
shareholders  at least 90% of its REIT  taxable  income  will not be  subject to
Federal income tax to the extent of the income which it distributes.

Cash Equivalents
All highly liquid unrestricted  investments with maturities at dates of purchase
of three months or less are considered cash equivalents.

Financial Instruments
Fair values of financial  instruments  approximate  their carrying values in the
financial statements,  except for mortgages payable and convertible subordinated
debentures  for which  fair value  information  is  presented  in Notes C and I,
respectively.  The fair values of this debt at December 31, 2000 and 1999,  were
determined based on quoted market prices for publicly traded debt and discounted
estimated  future  payments to be made for other debt.  The discount  rates used
approximate  the rates currently  offered for borrowings with similar  remaining
maturities.



                                       19
<PAGE>

B.  Operating Properties

Operating properties consist of the following:

                                                          December 31,

                                                  2000               1999
-------------------------------------------------------------------------------
Land                                           $   78,837,971        76,731,707
Land improvements                                  31,993,409        31,739,820
Buildings                                         241,556,479       223,025,234
Improvements for tenants                           15,988,843        14,804,586
Development costs on completed projects             9,476,127         8,506,140
Furnitures, fixtures and equipment                  3,591,548         3,158,010
Deferred leasing costs                             18,874,866        18,064,765
                                               ---------------------------------
                                                  400,319,243       376,030,262
Less accumulated depreciation and amortization     70,435,693        60,097,298
                                               ---------------------------------
                                               $  329,883,550       315,932,964
                                               =================================

C. Properties and Related Accumulated Depreciation and Amortization and Debt
<TABLE>
<CAPTION>

A summary  of the  Company's  properties  and  related  mortgages  payable is as
follows at December 31, 2000:

                                                                                            Accumulated
                                                            Cost of                         Depreciation
                            Mortgages       Initial        Subsequent         Total             and
Classification               Payable         Cost         Improvements         Cost         Amortization        Net Cost
----------------------------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>              <C>              <C>              <C>               <C>
Shopping centers         $  160,054,084     289,329,947      93,579,778       382,909,725      64,318,714        318,591,011
Bowling centers                     -         2,200,106          71,706         2,271,812       1,274,534            997,278
Office buildings              2,573,494       9,439,113       1,221,000        10,660,113       3,029,923          7,630,190
Other rental properties             -         2,040,072       1,088,260         3,128,332       1,032,007          2,096,325
Other property                      -           681,313         667,948         1,349,261         780,515            568,746
                         ---------------------------------------------------------------------------------------------------
Operating properties        162,627,578     303,690,551      96,628,692       400,319,243      70,435,693        329,883,550
Properties in development           -        29,590,613             -          29,590,613             -           29,590,613
Property held for
  development or sale               -         3,587,610             -           3,587,610             -            3,587,610
                         ---------------------------------------------------------------------------------------------------
                         $  162,627,578     336,868,774      96,628,692       433,497,466      70,435,693        363,061,773
                         ===================================================================================================
</TABLE>

     Mortgages  payable at December 31, 2000 bear interest at a weighted average
effective  rate of 8.27% and  mature in  installments  through  2020.  Aggregate
annual  principal  payments  applicable  to mortgages  payable are as follows at
December 31, 2000:

2001         $  4,247,536
2002           10,030,587
2003           31,397,301
2004            2,602,465
2005           10,306,584
Thereafter    104,043,105
             ------------
Total        $162,627,578
             ============

     At  December  31, 2000 and 1999,  the  estimated  fair values of  mortgages
payable were $160,046,000 and $132,079,000, respectively.





                                       20
<PAGE>



C. Properties and Related  Accumulated  Depreciation  and  Amortization and Debt
(continued)

Construction loans consist of the following:

                                                         December 31,
                                                    2000             1999
--------------------------------------------------------------------------------

$9,000,000 loan maturing June 2001 bearing
  interest at 8%                                 $   9,000,000       9,000,000

$11,000,000 loan maturing September 2002 bearing
  interest at a variable rate based on LIBOR
  (8.14% at December 31, 2000)                       5,071,364               -

$11,000,000 loan maturing June 2003 bearing
  interest at a variable rate based on LIBOR
  (8.14% at December 31, 2000)                       6,187,584               -
                                                 -------------------------------
                                                 $  20,258,948       9,000,000
                                                 ===============================

The  Company  has an option to extend  the  maturity  date of the loan  maturing
September  2002 to September 2005 at that time the interest rate may be fixed at
prevailing market rates.

The loan  maturing  June 2003  provides  for  conversion  to a fixed rate at the
option of the Company  anytime  after all available  funds have been drawn.  The
fixed  rate  will  be  based  on  prevailing  market  rates  at the  time of the
conversion.  The  Company  has  options  to extend  the term of the loan for two
one-year periods beyond June 2003.


D. Properties in Development

Properties in development consist of the following:

                                   December 31,
                                 2000            1999
--------------------------------------------------------
Land                          $   7,641,434       67,046
Construction in progress         21,209,796    1,267,288
Preconstruction costs               739,383      763,990
                              --------------------------
                              $  29,590,613    2,098,324
                              ==========================

Costs of completed  development  projects are transferred to operating  property
costs when the project is completed, at which time depreciation and amortization
commences.  Construction  period interest cost capitalized  during 2000 and 1999
was approximately $1,142,000 and $242,000, respectively.


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

F. Deferred Financing Costs
Deferred financing costs consist of the following:

                                                   December 31,
                                                2000            1999
--------------------------------------------------------------------------
Costs related to subordinated debentures      $    667,604        676,283
Costs related to line of credit                    820,633        794,771
Costs related to operating properties' debt      3,017,103      2,420,417
                                              ----------------------------
                                                 4,505,340      3,891,471
Less accumulated amortization                    2,277,409      1,885,408
                                              ----------------------------
                                              $  2,227,931      2,006,063
                                              ============================


                                       21
<PAGE>

G. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

                                                       December 31,
                                                  2000              1999
-----------------------------------------------------------------------------
Trade accounts payable                         $  4,758,638         4,930,250
Retainage on construciton in progress             1,212,080           248,909
Accrued interest on subordinated debentures         290,805           294,586
Other accrued expenses                            1,071,379           925,408
                                               ------------------------------
                                               $  7,332,902         6,399,153
                                               ==============================

H. Notes Payable
Notes  payable  consist  of  line  of  credit   borrowings  of  $37,000,000  and
$27,500,000  at  December  31, 2000 and 1999,  respectively.  The Company has an
agreement  with its primary bank that provides for a $75,000,000  unsecured line
of credit.  The loan maturity date is April 2002,  with the option to extend for
one year provided no event of default exists.  The agreement  contains covenants
which provide for the  maintenance  of specified debt service  coverage  ratios,
minimum  levels  of net  worth,  negative  pledges  concerning  certain  secured
financings,  and other  requirements,  among which is the  requirement  that the
Company  maintains  its status as a REIT.  The line bears  interest at the prime
rate (9.5% at December 31, 2000). However, the Company has the option to fix the
rate at LIBOR plus 1.25% for fixed periods from three to nine months. A stand-by
fee is required by the bank for any unused  portion of the line. At December 31,
2000, the unused line of credit available to the Company,  subject to compliance
with all terms and conditions of the agreement and net of outstanding letters of
credit of $378,852,  was $37,621,148.  The maximum level of borrowings under the
line of credit was  $54,000,000,  $28,500,000  and $19,800,000 in 2000, 1999 and
1998,  respectively.  The  average  amounts  of  borrowings  were  approximately
$39,549,000,  $23,937,000 and $14,236,000, in 2000, 1999 and 1998, respectively,
with weighted average interest rates approximating 8.0%, 6.8% and 6.8%.


I. Convertible Subordinated Debentures
Effective  September 11, 1993,  the Company  issued  $60,000,000  of convertible
subordinated  debentures  at  7.625%  scheduled  to mature  in  September  2003.
Interest on the debentures is paid  semi-annually  on March 15 and September 15.
The debentures are convertible, unless previously redeemed, at any time prior to
maturity into common shares of beneficial  interest of the Company at $10.50 per
share,  subject to certain  adjustments.  In 2000,  $170,000 in debentures  were
converted to 16,189 common shares of beneficial  interest.  In 1999, $685,000 in
debentures  were  converted to 65,235 common shares of beneficial  interest.  In
1998,  $3,571,000  in  debentures  were  converted to 340,080  common  shares of
beneficial  interest.  The balance of the  debentures,  at December 31, 2000, of
$13,076,000,  if fully converted,  would produce an additional 1,245,333 shares.
The  debentures  are  redeemable  by the  Company  at any  time  at  100% of the
principal  amount thereof,  together with accrued  interest.  The debentures are
subordinate  to all  mortgages  payable.  At  December  31,  2000 and 1999,  the
estimated fair values of convertible  subordinated  debentures were  $15,177,000
and $12,694,000, respectively.

J.  Income Taxes
As discussed  in Note A, the Company  plans to maintain its status as a REIT and
be taxed  under  Sections  856-860  of the  Internal  Revenue  Code of 1986,  as
amended.  Accordingly,  no provision has been made for Federal income taxes.  At
December 31, 2000, the income tax bases of the Company's  assets and liabilities
were approximately $299,000,000 and $240,000,000, respectively.
     The net operating losses carried forward from December 31, 2000 for Federal
income tax purposes aggregate approximately $12,000,000 and will begin to expire
in 2006.
     In  connection  with its  election  to be taxed as a REIT,  the Company has
elected to be subject to the "built-in gain" rules. Under these rules, taxes may
be payable at the time and to the extent  that the net  unrealized  gains on the
Company's  assets at the date of  conversion  to REIT status are  recognized  in
taxable dispositions of such assets in the ten-year period following conversion.
The remaining net unrealized  gains were  approximately  $90,500,000 at December
31,  2000.  Management  believes  that the Company  will not be required to make
payments of taxes on built-in gains  throughout  the ten-year  period due to the
availability  of the net operating loss  carryforward  to offset  built-in gains
which might be recognized  and the potential for the Company to make  nontaxable
dispositions,  if necessary.  Accordingly, at December 31, 2000, no deferred tax
liability  for  built-in  gains  has been  recognized.  It may be  necessary  to
recognize a  liability  for such taxes in the future if  management's  plans and
intentions with respect to asset dispositions or the related tax laws change.

K. Shareholders' Equity

Preferred Shares
At its  inception on September 11, 1993,  MART  authorized  2,000,000  preferred
shares of beneficial  interest at a par value of $.01 per share. At December 31,
2000, none of these shares were issued and outstanding.


                                       22
<PAGE>


Share-Based Compensation Plans
The Company has  established  a 1993 Omnibus  share plan and a 1995 share option
plan  ("Plans")  under which  trustees,  officers and  employees  may be granted
awards of share options,  share appreciation  rights,  performance shares and/or
restricted  shares.  The  purposes  of the  Plans  are to  provide  equity-based
incentive compensation based on long-term appreciation in value of MART's shares
and to promote the interests of the Company and its  shareholders by encouraging
greater management ownership of the Company's shares.
     Share options granted generally vest over a three-year  period,  subject to
certain  conditions,  typically have an exercise price equal to the market price
at the grant date and have a maximum  term of ten  years.  The  Company  has not
granted any share appreciation rights or performance shares.

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

<TABLE>
<CAPTION>

                                                                 2000                          1999                        1998
----------------------------------------------------------------------------------------------------------------------------------
                                                               Weighted                      Weighted                     Weighted
                                                                average                       average                      average
                                                               exercise                      exercise                     exercise
                                                 Options         price         Options         price       Options          price
----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>             <C>           <C>            <C>            <C>
Balance at beginning of year                     529,600      $ 11.66         554,533       $ 11.61        570,854        $ 11.58
Options granted                                  406,233        10.12               -             -              -              -
Options exercised                                (55,165)       10.09               -             -         (2,354)          9.97
Options canceled                                 (35,333)       11.47         (24,933)        10.58        (13,967)         10.58
                                               -----------------------------------------------------------------------------------
Balance at end of year                           845,335      $ 11.03         529,600       $ 11.66        554,533        $ 11.61
                                               ===================================================================================
Options exercisable                              567,302      $ 11.45         529,600       $ 11.66        514,490        $ 11.49
                                               -----------------------------------------------------------------------------------
</TABLE>

Information  about  options  outstanding  at December 31, 2000 is  summarized as
follows:

Exercise price               Options             Remaining life        Options
per share                 outstanding             (years)           Exercisable
--------------------------------------------------------------------------------
$  10.50                   182,500                    3.2             182,500
$   8.94                    27,800                    4.8              27,800
$   9.75                    27,600                    4.8              27,600
$  11.38                     4,000                    4.8               4,000
$  13.38                   225,400                    6.9             225,400
$  10.00                   344,701                    9.3             100,002
$  11.50                    33,333                    9.8                   0
                          ------------------------------------------------------
                           845,334                                    567,302
                          ======================================================


The per share  weighted-average  fair values of options  granted during 2000 was
$1.52.  This fair  value was  estimated  on the  dates of each  grant  using the
Black-Scholes option-pricing model with the following assumptions:

Risk-free interst rate        5.04%
Dividend yield                9.40%
Volatility factor            21.64%
Life (years)                  3.00
-----------------------------------


                                       23
<PAGE>

Share-Based Compensation Plans (continued)

  The option prices were equal to the market prices at the date of grant for all
of the  options  granted  in 2000 and,  accordingly,  no  compensation  cost was
recognized  for these  options in the financial  statements.  If the Company had
applied a fair value-based  method to recognize  compensation cost for all stock
options  issued after 1994, net earnings and net earnings per common share would
have been reduced as indicated below:

                                                  Years ended December 31,
                                                2000        1999           1998
--------------------------------------------------------------------------------
Net earnings:
  As reported                               $12,810,897  12,751,158   12,352,877
  Pro forma                                  12,605,072  12,687,065   12,288,172
Net earnings per common share:
  Basic
    As reported                                    0.93        0.89         0.85
    Pro forma                                      0.91        0.88         0.84
  Diluted
    As reported                                    0.92        0.88         0.84
    Pro forma                                      0.90        0.88         0.84
================================================================================

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. Awards
granted in 2000,  1999 and 1998  aggregated  35,124,  15,000  and 1,572  shares,
respectively,  with a weighted-average market value of $11.18, $10.38 and $13.69
per share,  respectively.  Shares awarded are subject to forfeiture restrictions
which  lapse  at  defined  annual  rates  to 2009,  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.

Share Repurchase Plan
At December 31, 2000,  the Company was  authorized to repurchase up to 1,547,982
common shares of beneficial  interest (from a total  authorization  of 3,000,000
common shares of beneficial  interest)  pursuant to its share  repurchase  plan.
During 2000, 1999 and 1998, the Company purchased  283,800,  569,200 and 313,200
shares, respectively,  at an average per share cost of $9.43, $10.21 and $12.18,
respectively.  The  excess of the  purchase  price  over the par value of shares
repurchased is applied to reduce additional paid-in capital.

L. Commitments
The  Company  leases  the land  relating  to  certain  of its  properties  under
operating  leases expiring at various dates to 2052,  subject to renewal options
in most cases.  Minimum rental commitments under leases in effect as of December
31, 2000 are as follows:

2001             $     651,000
2002                   651,000
2003                   651,000
2004                   651,000
2005                   651,000
Thereafter          22,895,000
                 -------------
Total            $  26,150,000
                 =============

    Certain of the leases contain  purchase  options.  All of the leases require
the  Company to pay real estate  taxes.  Total  annual  minimum  lease  payments
amounted to $671,000 in 2000, $702,000 in 1999, and $781,000 in 1998.




                                       24
<PAGE>


M. Leases
The Company's  shopping  centers and other  commercial  properties are generally
leased on a long-term  basis.  All leases are  classified  as operating  leases.
Future minimum lease payments receivable under noncancelable operating leases in
effect as of December 31, 2000 are as follows:

2001            $   48,867,000
2002                46,155,000
2003                42,710,000
2004                38,186,000
2005                34,165,000
Thereafter      $  255,636,000
                --------------
Total           $  465,719,000
                ==============

     The minimum future lease payments do not include  contingent  rentals which
may be paid under certain leases on the basis of a percentage of sales in excess
of  stipulated  amounts.  Contingent  rentals  amounted to  $1,589,000  in 2000,
$1,381,000 in 1999 and $1,436,000 in 1998. On a prospective  basis, no more than
3.3% of annual  rental  revenue is derived  from any one  tenant,  except  Royal
Ahold.  Royal Ahold minimum lease payments  represent  approximately 12% for the
years 2001 through 2005 and 29%  thereafter of the total minimum lease  payments
above.  The  percentage of total minimum lease payments in the years beyond 2005
is higher than in the prior  years due to the fact that Royal Ahold  leases have
long initial lease terms  compared with other major tenants which  generally use
renewal option terms.  Renewal option minimum lease payments are not included in
the totals above.

Effective  July 31, 1999, a principal  tenant at one of the  Company's  shopping
centers formally  rejected its lease in connection with bankruptcy  proceedings.
The  Company  ceased  accruing  revenue  under  the lease at that  time,  but is
pursuing claims against the former tenant for termination  payments and recovery
of costs of space improvements as provided in the lease agreement. The Company's
total claim is  approximately  $3,100,000  and is being  contested by the former
tenant.  To date,  MART has  received  distributions  totaling  $1,050,000.  The
ultimate outcome of this matter is not determinable at this time.

N. Segment Information

The Company's only reportable segment is Shopping Centers. This segment includes
the operation and  management of shopping  center  properties,  and revenues are
derived  primarily  from rents and  services to tenants.  These  properties  are
managed  separately  from the other property types owned by the Company  because
they require different operating strategies and management expertise.
     The  accounting  policies  of the  segments  are the  same as  those of the
Company described in Note A. Segment operating results are measured and assessed
based on a performance  measure known as Funds from Operations  ("FFO").  FFO is
defined  as  net  earnings  (computed  in  accordance  with  generally  accepted
accounting  principles),  excluding  cumulative effects of changes in accounting
principles, extraordinary items and gains or losses on sales of properties, plus
depreciation and amortization,  and after  adjustments to record  unconsolidated
partnerships  and joint  ventures  on the same  basis.  FFO is not a measure  of
operating  results  or cash flows  from  operating  activities  as  measured  by
generally accepted accounting  principles,  and is not necessarily indicative of
cash available to fund cash needs and should not be considered an alternative to
cash flows as a measure of liquidity.

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
Operating results for the segments are summarized as follows:

                                                                      Years ended December 31,
                                             2000                                1999                          1998
------------------------------------------------------------------------------------------------------------------------------------
                           Shopping       All                  Shopping          All                Shopping      All
                           Centers       Other       Total      Centers         Other     Total      Centers     Other      Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>        <C>          <C>          <C>        <C>         <C>         <C>        <C>
Revenues                 $ 55,538,377  2,046,746  57,585,123   51,235,338   2,111,135  53,346,473  47,402,079  2,135,051  49,537,130

Expenses, exclusive of
  depreciation and
  amortization of property
  and improvements         30,203,756    843,981  31,047,737   26,958,271     889,397  27,847,668  24,402,390    837,963  25,240,353
Minor Interest              3,581,356      8,346   3,589,702    3,318,389       3,665   3,322,054   3,079,697     13,745   3,093,442
                         -----------------------------------------------------------------------------------------------------------
FFO                      $ 21,753,265  1,194,419  22,947,684   20,958,678   1,218,073  22,176,751  19,919,992  1,283,343  21,203,335
                         ===========================================================================================================
</TABLE>


                                       25
<PAGE>

A  reconciliation  of FFO reported to earnings from  operations in the financial
statements is summarized as follows:

                                            Years ended December 31,
                                       2000          1999            1998
-----------------------------------------------------------------------------
FFO                               $  22,947,684    22,176,751      21,203,335
   Depreciation and
   amortization of
   property and
   improvements                      10,392,055     9,557,204       8,813,251
                                  -------------------------------------------
Earnings from operations          $  12,555,629    12,619,547      12,390,084
                                  ===========================================

   Substantially  all assets of the Company,  with the  exception of  properties
held for development or sale and cash and cash equivalents, are allocable to the
Shopping  Center  segment.  Additions to  long-lived  assets of the segments are
summarized as follows:

                                      2000          1999              1998
-----------------------------------------------------------------------------
Shopping Centers:
   Acquisitions                   $  16,786,510   10,602,882       26,417,356
   Development                       33,462,826    6,491,855        6,738,109
   Improvements for tenants
      and others                      1,807,478    2,614,639        5,596,654
                                  -------------------------------------------
                                     52,056,814   19,709,376       38,752,119
                                  -------------------------------------------

All others                              113,091      113,910           76,022
                                  -------------------------------------------
Total                             $  52,169,905   19,823,286       38,828,141
                                  ===========================================


O. Other Revenues
Other revenues consists of the following:

                                  Years ended December 31,
                             2000        1999              1998
----------------------------------------------------------------------
Interest and dividends     $  162,988     115,320           195,693
Miscellaenous                 268,761     480,546           242,095
                           -------------------------------------------
                           $  431,749     595,866           437,788
                           ===========================================

P. Gain (Loss) on Properties
Gain (loss) on properties consists of the following:

                                                   Years ended December 31,
                                                  2000      1999         1998
--------------------------------------------------------------------------------
Gain (loss) on sales of operating properties    $      -     131,611    (11,584)

Gain on sales of properties held for
   development or sale, net                            -          -       7,361
                                                --------------------------------
                                                $      -     131,611     (4,223)
                                                ================================

The gain on sales of operating properties for 1999 is due primarily to the final
resolution of contingencies  in the sale agreements  relating to properties sold
in 1997.



                                       26
<PAGE>

Q. Earnings Per Share
The following table sets forth information  relating to the computation of basic
and diluted earnings per share:

<TABLE>
<CAPTION>
                                                                                             Years Ended December 31,

                                                                                        2000          1999          1998
------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                   <C>            <C>           <C>
Numerator:
  Earnings before extraordinary gain                                                  $  12,555,629   12,751,158    12,385,861
    Dividends on unvested restricted share awards                                          (288,102)    (294,038)     (310,529)
                                                                                      ----------------------------------------
  Numerator for basic earnings per share-earnings available to common shareholders       12,267,527   12,457,120    12,075,332
    Interest on subordinated debentures                                                   1,072,636    1,111,858     1,206,760
                                                                                      ----------------------------------------
  Numerator for diluted earnings per share-earnings available to common shareholders  $  13,340,163   13,568,978    13,282,092
                                                                                      ========================================

Denominator:(1)
  Denominator for basic earnings per share-weighted average shares outstanding           13,538,886   14,021,403    14,240,533
  Effective of dilutive securities:
    Debentures                                                                            1,257,514    1,306,079     1,473,257
    Unvested portion of restricted share awards and share options                             9,804       10,170        64,937
                                                                                       ---------------------------------------
  Denominator for diluted earnings per share-adjusted weighted average shares            14,806,204   15,337,652    15,778,727
                                                                                       =======================================

<FN>

  (1) Effects of potentially  dilutive  securities are presented only in periods
in which they are dilutive.  At December 31, 2000, the convertible  subordinated
debentures,  if converted,  would produce an additional 1,245,333 shares and the
Units, if exchanged, would produce an additional 3,387,947 shares.
</FN>
</TABLE>

ITEM 9 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE
None.


                                       27
<PAGE>

PART III

ITEM 10 - TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT
The  information  with respect to the identity  and business  experience  of the
trustees of MART and their  remuneration,  in the definitive proxy statement (to
be filed pursuant to Regulation 14A) with respect to the election of trustees at
the 2001 annual meeting of shareholders, is incorporated herein by reference.

  The Executive Officers of MART are as follows:


Name             Age        Position and Business Experience
--------------------------------------------------------------------------------

LeRoy E.         75         Chairman of the Board of MART since September
Hoffberger                  1993.


F. Patrick       53         President and CEO of MART since September 1993.
Hughes


Paul F.          47         Executive Vice President of MART since March 1996.
Robinson                    Vice President and Secretary / General Counsel of
                            MART since September 1993.



Janice C.        45         Vice President of MART since May 1999.
Robinson                    Controller of MART since January 1998.
                            Controller  and Vice  President of  Operations of
                            O'Conor Real Estate Management from January 1995
                            to December 1997.


Eugene T.        52         Treasurer of MART since September 1993.
Grady



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





                                       28
<PAGE>


ITEM 11 - EXECUTIVE COMPENSATION
The  information  required by this item is  incorporated  by reference  from the
Registrant's Proxy Statement to be filed with respect to the 2001 annual meeting
of shareholders.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The  information  required by this item is  incorporated  by reference  from the
Registrant's Proxy Statement to be filed with respect to the 2001 annual meeting
of shareholders.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The  information  required by this item is  incorporated  by reference  from the
Registrant's Proxy Statement to be filed with respect to the 2001 annual meeting
of shareholders.

PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1.  Financial Statements
The  following   financial   statements   of   Mid-Atlantic   Realty  Trust  and
     Subsidiaries are included in Part II Item 8:
     Independent auditor's report
     Consolidated balance sheets as of December 31, 2000 and 1999
     Consolidated  statements  of  operations  for the years ended  December 31,
        2000, 1999 and 1998
     Consolidated  statements  of  shareholders'  equity  for  the  years  ended
        December 31, 2000, 1999 and 1998
     Consolidated  statements  of cash flows for the years  ended  December  31,
        2000, 1999 and 1998
     Notes to consolidated financial statements

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

(a) 3.  Exhibits
Exhibit No.

3(a)     Declaration of Trust dated June 29, 1993  (incorporated by reference to
         Exhibit 3(a) to MART's  Registration  Statement on Form S-11,  File No.
         33-66386).
3(b)     By-laws   (incorporated   by   reference  to  Exhibit  3(b)  to  MART's
         Registration Statement on Form S-11, File No. 33-66386).
3(c)     Amendment to Declaration of Trust dated August 4, 1998 (incorporated by
         reference to Exhibit 3(c) to MART's  Annual Report on Form 10-K for the
         year ended December 31, 1998).
4(a)     Specimen   certificate   for  Common  Shares  of  Beneficial   Interest
         (incorporated  by  reference  to  Exhibit  4(a) to MART's  Registration
         Statement on Form S-11, File No. 33-66386).
4(b)     Trust  Indenture  dated  September  8, 1993,  between MART and Security
         Trust  Company,  N.A.  (incorporated  by  reference  to Exhibit 4(b) to
         MART's Registration Statement on Form S-11, File No. 33-66386).
10(a)    Mid-Atlantic  Realty Trust 1993 Omnibus Share Plan, as amended  through
         November 14, 1997 (incorporated by reference to Exhibit 10(a) to MART's
         Annual Report on Form 10-K for the year ended December 31, 1997).
10(b)    Mid-Atlantic  Realty  Trust 1995 Stock  Option  Plan  (incorporated  by
         reference  to  MART's  Registration  Statement  on Form  S-8,  File No.
         333-12161).
10(c)    Employment  Agreement  between BTR Realty,  Inc. and F. Patrick  Hughes
         (incorporated  by  reference  to Exhibit  10(b) to MART's  Registration
         Statement on Form S-11, File No. 33-66386).
10(d)    Employment  Agreement  between  Paul  F.  Robinson  (incorporated  by
         reference  to Exhibit  10(c) to MART's  Registration  Statement on Form
         S-11, File No. 33-66386).
10(e)    Amendment dated December 1, 1995 to Employment  Agreement  between MART
         and F. Patrick  Hughes and MART and Paul F. Robinson  (incorporated  by
         reference to Exhibit 10(e) to MART's Annual Report on Form 10-K for the
         year ended December 31, 1995).
10(f)    Commitment Letter from First National Bank of Md. for Line of Credit to
         MART (incorporated by reference to Exhibit 10(d) to MART's Registration
         Statement on Form S-11, File No.33-66386).
10(g)    Agreement for Contribution of Interests dated April 1, 1997, among MART
         and the  Contributors  named  therein  (incorporated  by  reference  to
         Exhibit (c)1 to Form 8-K filed July 15, 1997).
10(h)    Agreement of Limited  Partnership of MART Limited  Partnership dated as
         of June 30, 1997 (incorporated by reference to Exhibit (c)2 to Form 8-K
         filed July 15, 1997).
10(i)    Partnership Purchase and Sale Agreement among BTR Gateway,  Inc., MART,
         and Prentiss Properties Acquisition, L.P. (incorporated by reference to
         Exhibit (b)1 to Form 8-K filed September 30, 1997).
10(j)    Mid-Atlantic  Realty Trust Restricted  Share Plan,  adopted on November
         14, 1997.  (incorporated by reference to Exhibit 10(j) to MART's Annual
         Report on Form 10-K for the year ended December 31, 1997).



                                       29
<PAGE>

Exhibits (continued)

10(k)    Mid-Atlantic  Realty Trust Non-Employee  Trustee Deferred  Compensation
         Plan,  adopted on November  14,  1997   (incorporated  by  reference to
         Exhibit  10(k) to MART's  Annual Report on Form 10-K for the year ended
         December 31, 1997).
10(l)    Financing agreement dated April 23, 1999 with named banks (incorporated
         by reference to Exhibit  10.1 to MART's  quarterly  report on Form 10-Q
         for the quarter ended March 31, 1999).
12       Computation of Ratio of Earnings to Fixed Charges.*
21       Subsidiaries of the Registrant.*
23       Consent of KPMG LLP.*
99.1     Real Estate Investment Risks.*

*Filed herewith


(b) Reports on Form 8-K
     None.


                                       30


<PAGE>

                                   SIGNATURES


Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                    MID-ATLANTIC REALTY TRUST

Date:  3/20/01                     /s/ F. Patrick Hughes
       -----------------------------------------------------------------------
                                    F. Patrick Hughes, President and Chief
                                      Executive Officer

Signatures

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

Date:  3/20/01                    /s/ LeRoy E. Hoffberger
       -------------------------------------------------------------------------
                                  LeRoy E. Hoffberger, Chairman

Date:  3/20/01                    /s/ F. Patrick Hughes
       -------------------------------------------------------------------------
                                  F. Patrick Hughes, President and Chief
                                    Executive Officer

Date:  3/20/01                    /s/ Janice C. Robinson
       -------------------------------------------------------------------------
                                  Janice C. Robinson, Vice President
                                    and Controller

Date:  3/20/01                    /s/ Eugene T. Grady
       -------------------------------------------------------------------------
                                  Eugene T. Grady, Treasurer

Date:  3/20/01                    /s/ David F. Benson
       -------------------------------------------------------------------------
                                  David F. Benson, Trustee

Date:  3/20/01                    /s/ Marc P. Blum
       -------------------------------------------------------------------------
                                  Marc P. Blum, Trustee

Date:  3/20/01                    /s/ Robert A. Frank
       -------------------------------------------------------------------------
                                  Robert A. Frank, Trustee

Date:  3/20/01                    /s/ M. Ronald Lipman
       -------------------------------------------------------------------------
                                   M. Ronald Lipman, Trustee

Date:  3/20/01                    /s/ Daniel S. Stone
       -------------------------------------------------------------------------
                                  Daniel S. Stone, Trustee

                                       31
<PAGE>

<TABLE>
<CAPTION>

MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
Schedule III - Real Estate and Accumulated Depreciation



December 31, 2000                      Initial cost to Company                        Cost capitalized subsequent to acquisition
                             Mortgages                   Building and                                              Carrying Costs
Description                  Payable              Land     Improvement           Improvements        Land           Improvements
------------------------------------------------------------------------------------------------------------------------------------


Shopping Centers
<S>                         <C>                <C>            <C>               <C>             <C>                   <C>
Arundel Plaza             $ 11,669,139         1,695,566        530,951           6,181,172       1,843,683            -
Bradywine Commons               -                 -          12,164,821              69,421           -                -
Burke Town Plaza                -                 -           2,936,134           1,858,049           -                -
Club Centre                  5,229,384         2,029,919      3,600,663              83,407           -                -
Colonie Plaza                   -              1,137,567      7,755,095             791,302           -                -
Columbia Plaza                  -                999,739      6,887,711           4,015,724         203,353            -
Del Alba                     7,033,195         2,270,000      7,882,217              31,602           -                -
Enchanted Forest            12,879,254         3,873,246     15,314,736             273,307           -                -
Fullerton Plaza                 -              2,704,763      5,707,164               8,654           -                -
Glen Burnie Village             -              3,081,553      4,598,794           1,027,021           -                -
Harford Mall                18,775,712           599,031      8,457,331          26,265,809        (12,954)            -
Ingleside                   12,533,421         3,023,230     11,817,212             164,089           -                -
Little Glen                     -                 -              -                   76,898           -                -
Lutherville Station             -                 -           4,031,809          14,665,344           -                -
Milford Commons                 -                673,306      3,789,682              36,967           -                -
North East                      -                 -              -                5,939,593       2,687,905            -
Owings Mills                12,402,906         4,381,666      9,547,434             209,130           -                -
Patriots Plaza                  -                 -           1,709,846             647,539           -                -
Perry Hall Square            5,805,223         3,538,825      6,604,216             819,564           -                -
Radcliffe Center                -             11,205,665      5,663,480             106,660           -
Rolling Road Plaza              -                338,791      1,632,268           2,129,492           -            (837,931)
Rosedale Plaza               1,621,715         1,024,712      3,217,926           5,659,757           -                -
Saucon Valley Square         8,420,210            -           4,560,182           1,757,786      4,292,700             -
Shawan Plaza                11,981,989         2,055,694     13,930,839             120,908           -                -
Shoppes at Easton            7,296,111         2,600,000     10,375,069              66,188           -                -
Skyline Village              4,662,858           555,295      6,240,003           1,134,458           -                -
Smoketown Plaza                 -                516,312     10,095,077             776,745           -                -
Spotsylvania Crossing           -              1,544,314      6,600,616             405,109           -                -
Stonehedge Square            5,515,063         1,151,500      7,202,742              11,687           -                -
Sudley Towne Plaza              -                789,881      3,736,837             499,898           -                -
Timonium Crossing            5,505,698         4,276,779      4,792,548             159,160           -                -
Timonium                    11,070,045         6,252,248     12,090,955             945,925           -                -
Wayne Heights                   -              1,546,720      3,837,159             149,339           -                -
Wayne Plaza                  8,984,088         1,650,300      9,230,960             890,501           -                -
Wilkens Beltway Plaza          406,956            -           3,601,891           1,153,371        475,481        2,923,200
York Road Plaza              8,261,117         1,562,382      2,102,575           2,872,765           -                -
                          ----------------------------------------------------------------------------------------------------------
                           160,054,084        67,079,004    222,250,943          82,004,341      9,490,168        2,085,269
                          ----------------------------------------------------------------------------------------------------------
Office Buildings
Orchard Square               2,573,494         1,160,666      2,959,390              89,284           -                -
Partiots Office                   -                 -         1,522,943             301,709           -                -
Wilkens Office II                 -                 -         1,644,370             296,723           -                -
Wilkens Office I                  -                 -         1,383,102             381,602           -                -
Wilkens Office III                -                 -           768,642             151,682           -                -
                          ----------------------------------------------------------------------------------------------------------
                             2,573,494         1,160,666      8,278,447           1,221,000           -                -
                          ----------------------------------------------------------------------------------------------------------
Bowling Centers
Clinton                           -                 -           457,764              63,297           -                -
Freestate                         -              180,025        740,082               2,719           -                -
Waldorf                           -              243,139        579,096               5,690           -                -
                          ----------------------------------------------------------------------------------------------------------
                                  -              423,164      1,776,942              71,706           -                -
                          ----------------------------------------------------------------------------------------------------------
Other Rental Properties
Business Center                   -              395,537       1,190,692            121,761        235,022             -
Southwest                         -                -             283,039            672,507         45,149             -
Waldorf Firestone                 -                9,261         161,543             13,821           -                -
                          ----------------------------------------------------------------------------------------------------------
                                  -              404,798       1,635,274            808,089        280,171             -
                          ----------------------------------------------------------------------------------------------------------
Properties in Development         -                -          29,590,613                -              -               -
                          ----------------------------------------------------------------------------------------------------------
Properties Held For               -            3,587,610            -                   -              -               -
  Development or Sale     ----------------------------------------------------------------------------------------------------------
Other Property                    -                -             681,313            667,948            -               -
                          ----------------------------------------------------------------------------------------------------------
                          $ 162,627,578       72,655,242     264,213,532         84,773,084      9,770,339        2,085,269
                          ----------------------------------------------------------------------------------------------------------
</TABLE>
                                       32
<PAGE>

MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
Schedule III - Real Estate and Accumulated Depreciation - (Continued)

<TABLE>
December 31, 2000      Amount at which carried at close of period                                             Life on which deprec.
                                         Buildings and               Accumulated      Date of        Date         on latest income
Description                  Land        improvments     Total      depreciation    construction   acquired  statement is computed
------------------------------------------------------------------------------------------------------------------------------------


Shopping Centers
<S>                         <C>            <C>           <C>             <C>         <C>            <C>            <C>
Arundel Plaza            $  3,539,249     6,712,123     10,251,372      474,833                     12/97          5-50 yrs.
Bradywine Commons                -       12,234,242     12,234,242    2,138,391                     11/95          5-50 yrs.
Burke Town Plaza                 -        4,794,183      4,794,183    2,334,630      7/79-7/82                     5-50 yrs.
Club Centre                 2,029,919     3,684,070      5,713,989      770,106                      7/97          5-50 yrs.
Colonie Plaza               1,137,567     8,546,397      9,683,964    3,046,504      12/87                         5-50 yrs.
Columbia Plaza              1,203,092    10,903,435     12,106,527    3,142,388       6/88                         5-50 yrs.
Del Alba                    2,270,000     7,913,819     10,183,819      372,505                      9/98          5-50 yrs.
Enchanted Forest            3,873,246    15,588,043     19,461,289    1,921,100                      7/97          5-50 yrs.
Fullerton Plaza             2,704,763     5,715,818      8,420,581       85,778                      3/00          5-50 yrs.
Glen Burnie Village         3,081,553     5,625,815      8,707,368      602,809                      7/97          5-50 yrs.
Harford Mall                  586,077    34,723,140     35,309,217   14,684,295     12/73                          5-50 yrs.
Ingleside                   3,023,230    11,981,301     15,004,531    1,074,430                      7/97          5-50 yrs.
Little Glen                      -           76,898         76,898       41,644                      7/97          5-50 yrs.
Lutherville Station              -       18,697,153     18,697,153    1,870,881                     10/93          5-50 yrs.
Milford Commons               673,306     3,826,649      4,499,955      247,250                     12/97          5-50 yrs.
North East                  2,687,905     5,939,593      8,627,498      360,455      2/96-                         5-50 yrs.
Owings Mills                4,381,666     9,756,564     14,138,230    1,141,367     12/95                          5-50 yrs.
Patriots Plaza                   -        2,357,385      2,357,385    1,130,604      6/84                          5-50 yrs.
Perry Hall Square           3,538,825     7,423,780     10,962,605    2,156,018                      7/97          5-50 yrs.
Radcliffe Center           11,205,665     5,770,140     16,975,805    1,683,079                      7/97          5-50 yrs.
Rolling Road Plaza            338,791     2,923,829      3,262,620    1,484,583      6/73                          5-50 yrs.
Rosedale Plaza              1,024,712     8,877,683      9,902,395    1,245,173                     10/89          5-50 yrs.
Saucon Valley Square        4,292,700     6,317,968     10,610,668      191,202                      3/99          5-50 yrs.
Shawan Plaza                2,055,694    14,051,747     16,107,441    2,345,978                      7/97          5-50 yrs.
Shoppes at Easton           2,600,000    10,445,257     13,045,257    1,448,552                      9/94          5-50 yrs.
Skyline Village               555,295     7,374,461      7,929,756    2,628,856      5/88                          5-50 yrs.
Smoketown Plaza               516,312    10,871,822     11,388,134    3,878,147      4/87                          5-50 yrs.
Spotsylvania Crossing       1,544,314     7,005,725      8,550,039    2,558,973      5/87                          5-50 yrs.
Stonehedge Square           1,151,500     7,214,429      8,365,929      108,398                      3/00          5-50 yrs.
Sudley Towne Plaza            789,881     4,236,735      5,026,616    1,735,815      7/84                          5-50 yrs.
Timonium Crossing           4,276,779     4,951,708      9,228,487      689,331                      7/97          5-50 yrs.
Timonium                    6,252,248    13,036,880     19,289,128    1,385,374                      7/97          5-50 yrs.
Wayne Heights               1,546,720     3,986,498      5,533,218      252,149                      1/98          5-50 yrs.
Wayne Plaza                 1,650,300    10,121,461     11,771,761      619,176                      2/98          5-50 yrs.
Wilkens Beltway Plaza         475,481     7,678,462      8,153,943    2,164,084      5/81                          5-50 yrs.
York Road Plaza             1,562,382     4,975,340      6,537,722    2,303,856                     11/85          5-50 yrs.
                         -----------------------------------------------------------------------------------------------------------
                           76,569,172   306,340,553    382,909,725   64,318,714
                         -----------------------------------------------------------------------------------------------------------
Office Buildings
Orchard Square              1,160,666     3,048,674      4,209,340      497,308                      7/97          5-50 yrs.
Partiots Office                  -        1,824,652      1,824,652      720,194      8/85                          5-50 yrs.
Wilkens Office II                -        1,941,093      1,941,093      725,509      1/87                          5-50 yrs.
Wilkens Office I                 -        1,764,704      1,764,704      775,464      1/85                          5-50 yrs.
Wilkens Office III               -          920,324        920,324      311,448      1/91                          5-50 yrs.
                         --------------------------------------------------- -------------------------------------------------------
                            1,160,666     9,499,447     10,660,113    3,029,923
                         -----------------------------------------------------------------------------------------------------------
Bowling Centers
Clinton                          -          521,061        521,061      320,112      8/71                          5-50 yrs.
Freestate                     180,025       742,801        922,826      677,815      3/78                          5-50 yrs.
Waldorf                       243,139       584,786        827,925      276,607      3/79                          5-50 yrs.
                         -----------------------------------------------------------------------------------------------------------
                              423,164     1,848,648      2,271,812    1,274,534
                         -----------------------------------------------------------------------------------------------------------
Other Rental Properties
Business Center               630,559     1,312,453      1,943,012      387,200      4/90                          5-50 yrs.
Southwest                      45,149       955,546      1,000,695      567,167      4/68                          5-50 yrs.
Waldorf Firestone               9,261       175,364        184,625       77,640      9/78                          5-50 yrs.
                         -----------------------------------------------------------------------------------------------------------
                              684,969     2,443,363      3,128,332    1,032,007
                         -----------------------------------------------------------------------------------------------------------
Properties in Development        -       29,590,613     29,590,613         -         Various
                         -----------------------------------------------------------------------------------------------------------
Properties Held For         3,587,610          -         3,587,610         -
  Development or Sale    -----------------------------------------------------------------------------------------------------------
  Other Property                 -         1,349,261     1,349,261      780,515                    9/82-12/98      3-10 yrs.
                         -----------------------------------------------------------------------------------------------------------
                         $ 82,425,581    351,071,885   433,497,466   70,435,693
                         ===========================================================================================================

</TABLE>
                                       33
<PAGE>

MID-ATLANTIC RELATY TRUST AND SUBSIDIARIES
Schedule III - Real Estate and Accumulated Depreciation - (Continued)

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


<TABLE>
                                                         Year ended December 31,
                                               2000            1999             1998
--------------------------------------------------------------------------------------------


<S>                                        <C>               <C>             <C>
Balance beginning of year                  $ 381,716,196     361,892,910     328,527,402
Additions during year:
    Acquisitions                              16,786,510      10,602,882      26,417,356
    Improvements                               1,920,569       2,728,549       5,672,676
    Development operations                    33,462,826       6,491,855       6,738,109
                                           --------------------------------------------------
                                              52,169,905      19,823,286      38,828,141
                                           --------------------------------------------------

Deductions during year:
    Cost of real estate sold                        -               -         (5,462,633)
    Retirements and disposals                  (388,635)            -               -
                                           --------------------------------------------------
                                               (388,635)            -         (5,462,633)
                                           --------------------------------------------------
Balance end of year                        $ 433,497,466     381,716,196     361,892,910
                                           ==================================================

</TABLE>


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


<TABLE>
<CAPTION>

                                               2000            1999             1998
--------------------------------------------------------------------------------------------

<S>                                        <C>               <C>             <C>
Balance beginning of year                  $ (60,097,298)    (50,540,094)    (42,781,532)
Depreciation and amortization                (10,392,055)     (9,557,204)     (8,813,251)
Retirements, disposals and sales                  53,660            -          1,054,689
                                           --------------------------------------------------
Balance end of year                        $ (70,435,693)    (60,097,298)    (50,540,094)
                                           ==================================================
</TABLE>

(3) The  aggregate  cost of  properties  for  Federal  income  tax  purposes  is
approximately $392,000,000 at December 31, 2000.
(4)  See Item 2 for geographic location of properties.
(5)  Freestate includes one bowling center in Illinois.

                                       34
<PAGE>
              INDEX TO EXHIBITS FILED WITH MID-ATLANTIC REALTY TRUST
                            FORM 10-K ANNUAL REPORT
Exhibit No.

3(a)     Declaration of Trust dated June 29, 1993  (incorporated by reference to
         Exhibit 3(a) to MART's  Registration  Statement on Form S-11,  File No.
         33-66386).
3(b)     By-laws   (incorporated   by   reference  to  Exhibit  3(b)  to  MART's
         Registration Statement on Form S-11, File No. 33-66386).
3(c)     Amendment to Declaration of Trust dated August 4, 1998 (incorporated by
         reference to Exhibit 3(c) to MART's  Annual Report on Form 10-K for the
         year ended December 31, 1998).
4(a)     Specimen   certificate   for  Common  Shares  of  Beneficial   Interest
         (incorporated  by  reference  to  Exhibit  4(a) to MART's  Registration
         Statement on Form S-11, File No. 33-66386).
4(b)     Trust  Indenture  dated  September  8, 1993,  between MART and Security
         Trust  Company,  N.A.  (incorporated  by  reference  to Exhibit 4(b) to
         MART's Registration Statement on Form S-11, File No. 33-66386).
10(a)    Mid-Atlantic  Realty Trust 1993 Omnibus Share Plan, as amended  through
         November 14, 1997 (incorporated by reference to Exhibit 10(a) to MART's
         Annual Report on Form 10-K for the year ended December 31, 1997).
10(b)    Mid-Atlantic  Realty  Trust 1995 Stock  Option  Plan  (incorporated  by
         reference  to  MART's  Registration  Statement  on Form  S-8,  File No.
         333-12161).
10(c)    Employment  Agreement  between BTR Realty,  Inc. and F. Patrick  Hughes
         (incorporated  by  reference  to Exhibit  10(b) to MART's  Registration
         Statement on Form S-11, File No. 33-66386).
10(d)    Employment  Agreement  between  Paul  F.  Robinson  (incorporated  by
         reference  to Exhibit  10(c) to MART's  Registration  Statement on Form
         S-11, File No. 33-66386).
10(e)    Amendment dated December 1, 1995 to Employment  Agreement  between MART
         and F. Patrick  Hughes and MART and Paul F. Robinson  (incorporated  by
         reference to Exhibit 10(e) to MART's Annual Report on Form 10-K for the
         year ended December 31, 1995).
10(f)    Commitment Letter from First National Bank of Md. for Line of Credit to
         MART (incorporated by reference to Exhibit 10(d) to MART's Registration
         Statement on Form S-11, File No.33-66386).
10(g)    Agreement for Contribution of Interests dated April 1, 1997, among MART
         and the  Contributors  named  therein  (incorporated  by  reference  to
         Exhibit (c)1 to Form 8-K filed July 15, 1997).
10(h)    Agreement of Limited  Partnership of MART Limited  Partnership dated as
         of June 30, 1997 (incorporated by reference to Exhibit (c)2 to Form 8-K
         filed July 15, 1997).
10(i)    Partnership Purchase and Sale Agreement among BTR Gateway,  Inc., MART,
         and Prentiss Properties Acquisition, L.P. (incorporated by reference to
         Exhibit (b)1 to Form 8-K filed September 30, 1997).
10(j)    Mid-Atlantic  Realty Trust Restricted  Share Plan,  adopted on November
         14, 1997.  (incorporated by reference to Exhibit 10(j) to MART's Annual
         Report on Form 10-K for the year ended December 31, 1997).
10(k)    Mid-Atlantic  Realty Trust Non-Employee  Trustee Deferred  Compensation
         Plan,  adopted on November  14,  1997   (incorporated  by  reference to
         Exhibit  10(k) to MART's  Annual Report on Form 10-K for the year ended
         December 31, 1997).
10(l)    Financing agreement dated April 23, 1999 with named banks (incorporated
         by reference to Exhibit  10.1 to MART's  quarterly  report on Form 10-Q
         for the quarter ended March 31, 1999).
12       Computation of Ratio of Earnings to Fixed Charges.*
21       Subsidiaries of the Registrant.*
23       Consent of KPMG LLP.*
99.1     Real Estate Investment Risks.*

*Filed herewith
                                       35
<PAGE>