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###### Securities and Exchange Commission

          - [File No. 1-12514]

                    Keystone Property Trust, a Maryland real estate investment trust (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 12d2-2(d) hereunder,[2]                                          to withdraw its Common Stock, par value $.01 per share (“Security”), from listing and registration on the American Stock Exchange (“Amex”).                

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in effect in the State of Maryland, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Amex has in turn informed the Issuer that its does not object to the proposed withdrawal of the Issuer's Security from listing and registration on the Exchange.

The Board of Trustees (“Board”) approved a resolution on April 17, 2001 to withdraw the Issuer's Security from listing on the Amex and to list such Security on the New York Stock Exchange, effective May 9, 2001. The Issuer stated that the Board took such action in order to increase the profile and visibility of the Issuer in the public markets and to attract more interest in the Issuer from individuals and institutional investors.

                    The Issuer's application relates solely to the withdrawal of the Security from listing and registration on the Amex and shall have no effect upon the Security's continued listing and registration on the NYSE under section 12(b) of the Act.[3] 

Any interested person may, on or before June 13, 2001, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

                        For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[4] 

Jonathan G. Katz,

Secretary.

# Footnotes

1.                             15 U.S.C. 78*l*                        (d).                    
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2.                             17 CFR 240.12d2-2(d).                    
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3.                             15 U.S.C. 78*l*                        (b).                    
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4.                                 17 CFR 200.30-3(a)(1).                        
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[FR Doc. 01-13527  Filed 5-29-01; 8:45 am]

BILLING CODE 8010-01-M