FORM 10-Q
                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended              September 30, 2001
                                ------------------------------------------------
or

[ ]  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
                                                           ---------------------


--------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
 Report)

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.

                                   X        Yes               No
                             --------------     -------------


14,931,592 Common Shares were outstanding as of October 24, 2001.


<PAGE>


                            MID-ATLANTIC REALTY TRUST
                                AND SUBSIDIARIES


Part I.    FINANCIAL INFORMATION


           Item 1.    CONSOLIDATED FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEETS

                           CONSOLIDATED STATEMENTS OF OPERATIONS

                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

           Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Part II.   OTHER INFORMATION


           Item 1.    LEGAL PROCEEDINGS

           Item 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

           Item 3.    DEFAULTS UPON SENIOR SECURITIES

           Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           Item 5.    OTHER INFORMATION

           Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

<PAGE>
<TABLE>
<CAPTION>

                                               MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                                                       Consolidated Balance Sheets

                                                                                                             As of
                                                                                             September 30, 2001   December 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 (UNAUDITED)

ASSETS
Properties:
<S>                                                                                      <C>                            <C>
   Operating properties                                                                  $      429,429,850             400,319,243
   Less accumulated depreciation and amortization                                                78,819,759              70,435,693
                                                                                         -------------------------------------------
                                                                                                350,610,091             329,883,550
   Properties in development                                                                     12,435,711              29,590,613
   Properties held for development or sale                                                        3,587,610               3,587,610
                                                                                         -------------------------------------------
                                                                                                366,633,412             363,061,773

   Cash and cash equivalents                                                                      1,704,694                 109,686
   Notes and accounts receivable - tenants and other                                              4,452,553               2,689,573
   Prepaid expenses and deposits                                                                  3,870,230               2,991,645
   Deferred financing costs, net                                                                  2,024,136               2,227,931
                                                                                         -------------------------------------------
                                                                                         $      378,685,025             371,080,608
                                                                                         ===========================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
   Accounts payable and accrued expenses                                                 $        8,066,635               7,332,902
   Notes payable                                                                                 42,000,000              37,000,000
   Construction loans payable                                                                    26,359,037              20,258,948
   Mortgages payable                                                                            158,977,982             162,627,578
   Convertible subordinated debentures                                                            4,866,000              13,076,000
   Deferred income                                                                                  989,190                 491,096
                                                                                         -------------------------------------------
                                                                                                241,258,844             240,786,524
                                                                                         -------------------------------------------

Minority interest in consolidated joint ventures                                                 35,917,650              36,608,643
                                                                                         -------------------------------------------

Shareholders' equity.
   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 14,718,130 and 13,810,162 shares, respectively       147,181                 138,102
   Additional paid-in capital                                                                   134,823,714             125,088,309
   Distributions in excess of accumulated earnings                                              (33,462,364)            (31,540,970)
                                                                                         -------------------------------------------
                                                                                                101,508,531              93,685,441
                                                                                         -------------------------------------------

                                                                                         -------------------------------------------
                                                                                         $      378,685,025             371,080,608
                                                                                         ===========================================

</TABLE>

See accompanying notes to consolidated financial statements.

                                       3


<PAGE>

<TABLE>
<CAPTION>

                                            MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                                              Consolidated Statements of Operations
                                                            (UNAUDITED)

                                                          Three months ended September 30,          Nine months ended September 30,
                                                              2001                2000               2001                 2000
------------------------------------------------------------------------------------------------------------------------------------

REVENUES:
<S>                                                   <C>                        <C>          <C>                        <C>
    Minimum rents                                     $      12,981,592          11,602,255   $      37,591,484          34,578,605
    Percentage rents                                            407,333             337,604           1,000,049             936,730
    Tenant recoveries                                         2,320,152           2,159,001           7,290,520           6,754,995
    Other                                                        47,853             106,545             392,562             328,211
                                                      -------------------------------------   --------------------------------------
                                                             15,756,930          14,205,405          46,274,615          42,598,541
                                                      -------------------------------------   --------------------------------------

EXPENSES:
    Interest                                                  4,302,837           4,136,263          13,021,552          12,058,836
    Depreciation and amortization
      of property and improvements                            3,048,566           2,687,094           8,423,488           7,773,624
    Operating                                                 2,868,473           2,876,564           9,380,605           8,873,285
    General and administrative                                  785,924             658,473           2,325,955           2,131,485
                                                      -------------------------------------   --------------------------------------
                                                             11,005,800          10,358,394          33,151,600          30,837,230
                                                      -------------------------------------   --------------------------------------
EARNINGS FROM OPERATIONS
    BEFORE MINORITY INTEREST                                  4,751,130           3,847,011          13,123,015          11,761,311

Minority Interest                                            (1,009,554)           (876,821)         (2,825,315)         (2,635,646)
                                                      -------------------------------------   --------------------------------------

EARNINGS BEFORE EXTRAORDINARY GAIN                            3,741,576           2,970,190          10,297,700           9,125,665
                                                      -------------------------------------   --------------------------------------

Extraordinary gain from early extinguishment of debt                  -              91,345                   -             255,268
                                                      -------------------------------------   --------------------------------------
NET EARNINGS                                          $       3,741,576           3,061,535   $      10,297,700           9,380,933
                                                      =====================================   ======================================
NET EARNINGS PER SHARE - BASIC:
Earnings before extraordinary gain                    $            0.25                0.22   $            0.71                0.66
Extraordinary gain from early extinguishment of debt                  -                0.01                   -                0.02
                                                      -------------------------------------   --------------------------------------
Net earnings                                          $            0.25                 023   $            0.71                0.68
                                                      =====================================   ======================================
NET EARNINGS PER SHARE - DILUTED:
Earnings before extraordinary gain                    $            0.25                0.21   $            0.70                0.66
Extraordinary gain from early extinguishment of debt                  -                0.01                   -                0.02
                                                      --------------------------------------- --------------------------------------
Net earnings                                          $            0.25                0.22   $            0.70                0.68
                                                      ======================================= ======================================

</TABLE>


See accompanying notes to consolidated financial statements.

                                       4


<PAGE>
<TABLE>
<CAPTION>

                                     MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                                        Consolidated Statements of Cash Flows
                                                     (UNAUDITED)
                                                                         Nine months ended September 30,
                                                                            2001                   2000
-------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>                              <C>
  Net earnings                                                     $         10,297,700             9,380,933
  Adjustments to reconcile net earnings to net
   cash provided by operating activities:
    Extraordinary gain from early extinguishment of debt                          -                  (255,268)
    Depreciation and amortization                                             8,423,488             7,773,624
    Minority interest in earnings, net                                        2,825,315             2,635,646
    Amortization of deferred financing costs                                    397,826               281,948
    Changes in operating assets and liabilities:
     Increase in assets                                                      (2,641,565)           (2,506,359)
     Increase in liabilities                                                  1,231,827             1,515,323
    Other, net                                                                  216,507               409,265
                                                                    ------------------------------------------
    Total adjustments                                                        10,453,398             9,854,179
                                                                    ------------------------------------------
       NET CASH PROVIDED BY OPERATING ACTIVITIES                             20,751,098            19,235,112
                                                                    ------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of and additions to properties                               (11,808,868)          (31,726,023)
  Payments to minority partners                                              (2,832,771)           (3,370,490)
                                                                    ------------------------------------------
       NET CASH USED IN INVESTING ACTIVITIES                                (14,641,639)          (35,096,513)
                                                                    ------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                                                74,000,000            59,600,000
  Principal payments on notes payable                                       (69,000,000)          (51,100,000)
  Proceeds from mortgages payable                                                 -                29,418,000
  Principal payments on mortgages payable                                    (3,649,596)          (16,725,768)
  Proceeds from construction loans payable                                    5,708,170             9,740,555
  Deferred interest on construction loans payable                               391,919                  -
  Deferred financing costs                                                     (254,949)             (630,862)
  Proceeds from exercise of share options                                       509,099                  -
  Shares repurchased                                                              -                (2,686,135)
  Dividends paid                                                            (12,219,094)          (11,178,114)
                                                                    ------------------------------------------
       NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                      (4,514,451)           16,437,676
                                                                    ------------------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                     1,595,008               576,275

CASH AND CASH EQUIVALENTS, beginning of period                                  109,686               147,878
                                                                    ------------------------------------------
CASH AND CASH EQUIVALENTS, end of period                           $          1,704,694               724,153
                                                                    ==========================================
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
  Conversion of subordinated debentures, net of deferred
   financing costs                                                 $          8,111,886                93,554
  Conversion of Operating Partnership Units                                     683,537                  -
  Operating Partnership Units issued                                              -                   400,000
  Mortgages payable assumed                                                       -                 5,562,175
                                                                    ==========================================

</TABLE>

See accompanying notes to consolidated financial statements.

                                       5


<PAGE>


                            MID-ATLANTIC REALTY TRUST
                   Notes To Consolidated Financial Statements
                                   (UNAUDITED)

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 of America.
     The Company has an equity interest in 38 operating shopping centers,  33 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.  The
Company also owns  approximately 81 acres of undeveloped land parcels varying in
size from three to thirty-four acres. On October 3, 2001, the Company acquired a
new  shopping   center  anchored  by  Giant,   located  in  Montgomery   County,
Pennsylvania.
     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 81% of the Units at September 30, 2001.

Consolidated Financial Statements

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with the  instructions for Form 10-Q and,  therefore,  do not include
all of the information necessary for a fair presentation of financial condition,
results of  operations  and cash flows in  accordance  with  generally  accepted
accounting  principles.  The financial  statements  have been prepared using the
accounting  policies described in the Company's 2000 annual report on Form 10-K.
The  consolidated  balance  sheet as of  September  30, 2001,  the  consolidated
statements  of operations  for the three and nine month periods ended  September
30, 2001 and  September 30, 2000 and the  consolidated  statements of cash flows
for the nine month periods ended  September 30, 2001 and 2000 have been prepared
by the Company  without  audit.  In the opinion of management,  all  adjustments
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial position, results of operations and cash flows have been included.
The  results of  operations  for the period  ended  September  30,  2001 are not
necessarily indicative of the operating results for the full year.

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.
     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 from sales of operating 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,  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.

                                       6
<PAGE>

<TABLE>
<CAPTION>


                                                  MID-ATLANTIC REALTY TRUST
                                    Notes To Consolidated Financial Statements - Continued
                                                        (UNAUDITED)

Operating results for the segments are summarized as follows for the three month periods ended September 30, 2001 and September 30,
2000:

                                                        Three months ended September 30,
                                                     2001                                        2000
-----------------------------------------------------------------------------------------------------------------------
                                    Shopping          All                         Shopping        All
                                     Centers        Other           Total          Centers       Other         Total
-----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>          <C>           <C>             <C>         <C>
 Revenues                        $   15,235,556       521,374      15,756,930    13,684,733      520,672     14,205,405
 Expenses, exclusive of
    depreciation and
    amortization of property
    and improvements                  7,747,757       209,477       7,957,234     7,458,415      212,885      7,671,300
 Minority Interest                      996,565        12,989       1,009,554       872,186        4,635        876,821
                                 --------------------------------------------------------------------------------------
 FFO                             $    6,491,234       298,908       6,790,142     5,354,132      303,152      5,657,284
                                 ======================================================================================


A  reconciliation  of FFO  reported  above to earnings  from  operations  in the financial statements is summarized as follows:
</TABLE>

                               Three months ended September 30,
                                   2001                 2000
---------------------------------------------------------------
Operating results:
   FFO                         $    6,790,142        5,657,284
   Depreciation and
     amortization of
     property and
     improvements                   3,048,566        2,687,094
                               --------------------------------
Earnings from operations       $    3,741,576        2,970,190
                               ================================


<TABLE>
<CAPTION>

Operating  results for the segments are summarized as follows for the nine month periods ended September 30, 2001 and September 30,
2000:

                                                             Nine months ended September 30,
                                                     2001                                        2000
----------------------------------------------------------------------------------------------------------------------
                                    Shopping            All                      Shopping          All
                                    Centers            Other           Total     Centers          Other         Total
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                <C>           <C>          <C>             <C>          <C>
Revenues                         $ 44,666,662       1,607,953     46,274,615   41,070,092      1,528,449    42,598,541
Expenses, exclusive of
    depreciation and
    amortization of property
    and improvements               24,079,944         648,168     24,728,112   22,429,022        634,584    23,063,606
Minority Interest                   2,793,238          32,077      2,825,315    2,635,116            530     2,635,646
                                 -------------------------------------------------------------------------------------
FFO                              $ 17,793,480         927,708     18,721,188   16,005,954        893,335    16,899,289
                                 -------------------------------------------------------------------------------------
</TABLE>

                                        7


<PAGE>

<TABLE>
<CAPTION>


                                                 MID-ATLANTIC REALTY TRUST
                                   Notes To Consolidated Financial Statements - Continued
                                                         (UNAUDITED)


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

                               Nine months ended September 30,
                                  2001                 2000
---------------------------------------------------------------
Operating results:
   FFO                         $   18,721,188       16,899,289
   Depreciation and
     amortization of
     property and
     improvements                   8,423,488        7,773,624
                               --------------------------------
Earnings from operations       $   10,297,700        9,125,665
                               ================================

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.

The following table sets forth information relating to the computation of basic
and diluted earnings per share:


                                                                    Three months ended September 30,  Nine months ended September 30
                                                                            2001              2000          2001             2000
------------------------------------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                   <C>                  <C>            <C>            <C>
  Earnings before extraordinary gain                                  $  3,741,576         2,970,190      10,297,700     9,125,665
    Dividends on unvested restricted share awards                          (70,680)          (69,456)       (211,443)     (206,778)
  Numerator for basic earnings per share--eamings available to common --------------------------------------------------------------
      shareholders                                                       3,670,896         2,900,734      10,086,257     8,918,887
    Interest on subordinated debentures                                     98,398           268,900         441,185       807,152
  Numerator for diluted earnings per share--earnings available to     --------------------------------------------------------------
      common shareholders                                             $  3,769,294         3,169,634      10,527,442     9,726,039
                                                                      ==============================================================

Denominator: (1)

  Denominator for basic earnings per share-weighted average shares
     outstanding                                                        14,450,624        13,481,714      14,114,120    13,550,361
  Effect of dilutive securities:

  Debentures                                                               464,273         1,258,346         771,139     1,260,318
  Unvested portion of restricted share awards and share options            102,443            25,668          92,542         5,232
                                                                      --------------------------------------------------------------
  Denominator for diluted earnings per share-adjusted weighted
     average shares                                                     15,017,340        14,765,728      14,977,801    14,815,911
                                                                      ==============================================================
</TABLE>

(1) Effects of potentially  dilutive securities are presented only in periods in
which they are dilutive.  At September 30, 2001,  the  convertible  subordinated
debentures,  if converted,  would produce an additional  463,429  shares and the
Units, if exchanged, would produce an additional 3,324,962 shares.


                                       8

<PAGE>


                            MID-ATLANTIC REALTY TRUST
             Notes To Consolidated Financial Statements - Continued
                                   (UNAUDITED)


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.  The  balance  of the  debentures,  at
September 30, 2001, of $4,866,000, if fully converted,  would produce additional
463,429 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.



                                       9

<PAGE>


Part I. FINANCIAL INFORMATION
ITEM 2.


                            MID-ATLANTIC REALTY TRUST
                      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 three and nine month periods ended September
30, 2001 and September 30, 2000.
     Management  believes that a segment  analysis  provides the most  effective
means of  understanding  the  business.  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.

Portfolio Changes

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 2001 and 2000 is
summarized in the following table:

                                         Transaction or
Property                                 Opening Date
--------------------------------------------------------

Acquisitions
------------

Fullerton Plaza Shopping Center          March 2000
Stonehedge Square Shopping Center        February 2000

Development/Redevelopment
-------------------------

Waverly Woods Shopping Center            March 2001
Security Square Shopping Center          February 2001
Burke Town Plaza Shopping Center         December 2000
Glen Burnie Village Shopping Center      November 2000
Rosedale Plaza Shopping Center           August 2000

Comparison  of three  months  ended  September  30, 2001 to three  months  ended
September 30, 2000

Shopping Center Properties

Operating results are summarized as follows (in thousands):

                                              Three months ended September 30,
                                                 2001                 2000
------------------------------------------------------------------------------
Revenues                                      $    15,236            13,685
Operating and interest expenses, exclusive
  of depreciation and amortization                  7,748             7,458
Depreciation and amortization                       2,929             2,571
Minority interest                                     997               872
                                              --------------------------------
Earnings from operations                      $     3,562             2,784
                                              ================================

     Revenues  from  shopping  centers  increased  by  $1,551,000  in  2001  due
primarily to the operations of the  acquisitions  and  development/redevelopment
projects  opened in 2001 and 2000  ($937,000) and other net rental and occupancy
changes  including a $454,000 final  settlement  payment  received from a former
tenant that is in bankruptcy.

     Operating   and  interest   expenses   (exclusive   of   depreciation   and
amortization) for shopping center  properties  increased by $290,000 in 2001 due
primarily to the acquisitions and development/redevelopment projects referred to
above ($311,000). Depreciation and amortization expense increased by $358,000 in
2001 due primarily to the  acquisitions and  development/redevelopment  projects
referred to above.

                                       10

<PAGE>

<TABLE>
<CAPTION>

                                             MID-ATLANTIC REALTY TRUST
                                       Management's Discussion And Analysis
                            Of Financial Condition And Results Of Operations - Continued

All Other Properties

Operating results are summarized as follows (in thousands):

                                                                                      Three months ended September 30,
                                                                                             2001                2000
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                         <C>
 Revenues                                                                              $       521                 520
 Operating and interest expenses, exclusive of depreciation and amortization                   209                 213
 Depreciation and amortization                                                                 119                 116
 Minority interest                                                                              13                   5
                                                                                       -------------------------------
 Earnings from operations                                                              $       180                 186
                                                                                       ===============================



Comparison  of nine  months  ended  September  30,  2001 to  nine  months  ended September 30, 2000
</TABLE>
Shopping Center Properties

Operating results are summarized as follows (in thousands):

<TABLE>
<CAPTION>


                                                                                      Nine months ended September 30,
                                                                                          2001                  2000
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                       <C>
Revenues                                                                              $     44,667              41,070
 Operating and interest expenses, exclusive of depreciation and amortization                24,080              22,429
 Depreciation and amortization                                                               8,075               7,424
 Minority interest                                                                           2,793               2,635
                                                                                      --------------------------------
 Earnings from operations                                                             $      9,719               8,582
                                                                                      ================================

</TABLE>

     Revenues  from  shopping  centers  increased  by  $3,597,000  in  2001  due
primarily to the operations of the properties  acquired in 2000 ($292,000),  the
acquisitions  and  development/redevelopment  projects  opened  in 2001 and 2000
($2,410,000) and other net rental and occupancy changes.

     Operating   and  interest   expenses   (exclusive   of   depreciation   and
amortization) for shopping center properties increased by $1,651,000 in 2001 due
to the acquisitions  and  development/redevelopment  projects  referred to above
($690,000) and other increases in operating and interest expenses.  Depreciation
and  amortization  expense  increased  by $651,000 in 2001 due  primarily to the
acquisitions and development/redevelopment projects referred to above.


All Other Properties

Operating results are summarized as follows (in thousands):
<TABLE>
<CAPTION>

                                                  +                                    Nine months ended September 30,
                                                                                             2001                2000
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                       <C>
 Revenues                                                                              $      1,607               1,529
 Operating and interest expenses, exclusive of depreciation and amortization                    648                 634
 Depreciation and amortization                                                                  348                 350
 Minority interest                                                                               32                   1
                                                                                       --------------------------------
 Earnings from operations                                                              $        579                 544
                                                                                       ================================
</TABLE>


                                       11
<PAGE>


                            MID-ATLANTIC REALTY TRUST
                      Management's Discussion And Analysis
          Of Financial Condition And Results Of Operations - Continued

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
generally accepted accounting principles (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 REIT's  because they may
not use the current  NAREIT  definition  or they may  interpret  the  definition
differently.

FFO was $18,721,000 and $16,899,000 for the nine months ended September 30, 2001
and 2000,  respectively.  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 $1,704,694 at September 30, 2001.

     Net cash provided by operating  activities was  $20,751,000 and $19,235,000
for the nine months ended September 30, 2001 and 2000, respectively.  The change
in cash  provided  by  operating  activities  was  due in  part  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  in  investing   activities  decreased  by  $20,455,000  to
$14,642,000 in 2001 from  $35,097,000 in 2000. The decrease was due primarily to
lower  levels  of  acquisitions   ($10,000,000)  and   development/redevelopment
activity ($9,900,000) in 2001.

     Net cash used by financing  activities  was $4,514,000 in 2001 and net cash
provided by financing  activities was $16,438,000 in 2000.  Financing activities
provided cash in 2000  primarily due to net financing and  refinancing  activity
($16,342,000) and construction loan borrowings ($4,032,000) due to higher levels
of development/redevelopment activity.

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.

Item 3.  Quantitative and Qualitative  Disclosures about Market Risk- There have
been no material changes in the Company's market risk information since December
31, 2000.





                                       12

<PAGE>


Part II. OTHER INFORMATION


Item 1. Legal  Proceedings - In the ordinary course of business,  the Company is
involved in legal proceedings.  However, there are no material legal proceedings
pending against the Company.

Item 2. Changes in Securities and Use of Proceeds - None

Item 3. Defaults upon Senior Securities - None

Item 4. Submission of Matters to a Vote of Security Holders - None



                                       13
<PAGE>


Item 5.  Other Information -
Summary Financial Data

The following  sets forth summary  financial data which has been prepared by the
Company without audit.  Management believes the following data should be used as
a supplement to the historical statements of operations. The data should be read
in conjunction  with the historical  financial  statements and the notes thereto
for MART.
 <TABLE>
<CAPTION>

                                                 MID-ATLANTIC REALTY TRUST
                                                   Summary Financial Data
                                     (In thousands, except share data and per share data)



                                                           Three months ended September 30,         Nine months ended September 30,
                                                          -----------------------------------   ------------------------------------
                                                               2001                2000                2001               2000
                                                          -----------------------------------   ------------------------------------

<S>                                                       <C>                        <C>                 <C>               <C>
 Revenues                                                 $           15,757         14,205              46,274            42,599
                                                          ===================================   ====================================
 Net earnings                                             $            3,742          3,061              10,298             9,381
                                                          ===================================   ====================================
 Net earnings per share - basic                           $             0.25           0.23                0.71              0.68
                                                          ===================================   ====================================
 Net earnings per share - diluted                         $             0.25           0.22                0.70              0.68
                                                          ===================================   ====================================
 Total assets                                                                                    $      378,685           361,917
 Indebtedness -
   Total mortgages, convertible debentures, construction
       loans, notes and loans payable                                                            $      232,203           222,739
                                                          ===================================   ====================================
 Funds from Operations (FFO) - (1)                        $            6,790          5,657              18,721            16,899

 Net cash flow:                                           ===================================   ====================================
   Provided by operating activities                       $            4,307          4,486              20,751            19,235
   Used in investing activities                           $           (3,012)        (6,939)            (14,642)          (35,097)
   Provided (used) by financing activities                $           (2,589)         1,324              (4,514)           16,438
                                                          ===================================   ====================================
 Cash dividends paid per share                            $             0.28           0.27                0.85              0.81
                                                          ===================================   ====================================
 Weighted average number of shares outstanding - EPS:
   Basic                                                          14,450,624     13,481,714          14,114,120        13,550,361
   Diluted                                                        15,017,340     14,765,728          14,977,801        14,815,911
                                                          ===================================   ====================================
 RECONCILIATION OF NET EARNINGS TO FFO

 Net earnings                                             $            3,742          3,061              10,298             9,381
 Depreciation                                                          3,048          2,687               8,423             7,773
 Extraordinary gain from early extinguishment of debt                    -              (91)                -                (255)
                                                          ===================================   ====================================
 FFO                                                      $            6,790          5,657              18,721            16,899
                                                          ===================================   ====================================

</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.

                                       14

<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

(b) Form 8-K filed August 6, 2001 reporting selected financial information under
    Items 7 and 9.



                                       15


<PAGE>


                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                                   SIGNATURES


     Pursuant to the  requirements  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 AND
                                        SUBSIDIARIES
                                        (Registrant)



Date:    10/26/01                       /s/ F. Patrick Hughes
         ------------------             ----------------------------------------
                                        F. Patrick Hughes
                                        President and Chief Executive Officer























                                       16