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     March 31, 2000
                                   ---------------------------------------------
or
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
For the transition period from   __________________  to ___________________
(Amended by Exch Act Rel No. 312905.  Eff 4/26/93)

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
                            ----        ------

13,777,372 Common Shares were outstanding as of April 18, 2000.


<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 ANAYLSIS 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

                                       2
<PAGE>

<TABLE>
<CAPTION>

                                          MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                                                   Consolidated Balance Sheets



                                                                                                    As of
                                                                                       March 31, 2000   December 31, 1999
 .........................................................................................................................
                                                                                        (UNAUDITED)
ASSETS
Properties:
<S>                                                                                   <C>                   <C>
     Operating properties                                                             $   393,355,523       376,030,262
     Less accumulated depreciation and amortization                                        62,587,766        60,097,298
                                                                                   ------------------------------------
                                                                                          330,767,757       315,932,964
     Properties in development                                                              6,920,000         2,098,324
     Properties held for development or sale                                                3,587,610         3,587,610
                                                                                   ------------------------------------
                                                                                          341,275,367       321,618,898

     Cash and cash equivalents                                                              1,155,784           147,878
     Notes and accounts receivable - tenants and other                                      1,994,233         2,160,417
     Prepaid expenses and deposits                                                          2,256,285         2,637,405
     Deferred financing costs, net                                                          1,991,239         2,006,063
                                                                                   ------------------------------------
                                                                                      $   348,672,908       328,570,661
                                                                                   ====================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
     Accounts payable and accrued expenses                                            $     6,102,911         6,399,153
     Notes payable                                                                         46,100,000        27,500,000
     Construction loan payable                                                              9,000,000         9,000,000
     Mortgages payable                                                                    141,683,027       136,847,831
     Convertible subordinated debentures                                                   13,246,000        13,246,000
     Deferred income                                                                          623,433           549,347
                                                                                   ------------------------------------
                                                                                          216,755,371       193,542,331
                                                                                   ------------------------------------

Minority interest in consolidated joint ventures                                           37,114,788        37,359,843
                                                                                   -----------------------------------


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 13,777,372 and 14,005,407 shares,
       respectively                                                                           137,774           140,054
     Additional paid-in capital                                                           124,770,981       126,805,104
     Distributions in excess of accumulated earnings                                      (30,106,006)      (29,276,671)
                                                                                   ------------------------------------
                                                                                           94,802,749        97,668,487
                                                                                   ------------------------------------
                                                                                   ------------------------------------
                                                                                      $   348,672,908       328,570,661
                                                                                   ====================================


</TABLE>





See accompanying notes to consolidated financial statements.

                                       3
<PAGE>





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



                                                    Three months ended March 31,

                                                     2000                 1999
 ................................................................................

REVENUES:
     Rentals                                       $   11,440,654    10,915,078
     Tenant recoveries                                  2,394,330     2,050,644
     Other                                                 74,397        56,028
                                                  -----------------------------
                                                       13,909,381    13,021,750
                                                  -----------------------------

EXPENSES:
     Interest                                           3,842,466     3,232,593
     Depreciation and amortization
       of property and improvements                     2,504,492     2,295,418
     Operating                                          3,105,985     2,820,466
     General and administrative                           702,857       699,062
                                                  -----------------------------
                                                       10,155,800     9,047,539
                                                  -----------------------------


EARNINGS FROM OPERATIONS
     BEFORE MINORITY INTEREST                           3,753,581     3,974,211

Minority Interest                                        (826,575)     (799,242)
                                                  -----------------------------

NET EARNINGS                                       $    2,927,006     3,174,969
                                                  =============================

                                                  -----------------------------
NET EARNINGS PER SHARE - basic and diluted         $         0.21         0.22
                                                  =============================






See accompanying notes to consolidated financial statements.



                                       4


<PAGE>


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

<TABLE>
<CAPTION>


                                                                        Three months ended March 31,

                                                                        2000                 1999
====================================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>                   <C>
     Net earnings                                                   $    2,927,006        3,174,969
     Adjustments to reconcile net earnings to net
       cash provided by operating activities:
         Depreciation and amortization                                   2,504,492        2,295,418
         Minority interest in earnings, net                                826,575          799,242
         Amortization of deferred financing costs                           90,700           54,107
         Changes in operating assets and liabilities:
           Decrease in assets                                              547,304          676,546
           Decrease in liabilities                                        (222,156)        (230,187)
          Other, net                                                        77,016           80,692
                                                                 ----------------------------------
        Total adjustments                                                3,823,931        3,675,818
                                                                 ----------------------------------
               NET CASH PROVIDED BY OPERATING ACTIVITIES                 6,750,937        6,850,787
                                                                 ----------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisitions of and additions to properties                       (16,556,970)      (9,410,284)
     Payments to minority partners                                      (1,071,630)        (898,500)
                                                                 ----------------------------------
               NET CASH USED BY INVESTING ACTIVITIES                   (17,628,600)     (10,308,784)
                                                                 ----------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable                                        21,100,000       17,000,000
     Principal payments on notes payable                                (2,500,000)      (8,400,000)
     Proceeds from mortgages payable                                             -       11,600,000
     Principal payments on mortgages payable                              (726,979)     (10,126,300)
     Additions to deferred financing costs                                 (72,628)        (379,054)
     Shares repurchased                                                 (2,158,483)      (1,898,356)
     Dividends paid                                                     (3,756,341)      (3,742,418)

                                                                 ----------------------------------
               NET CASH PROVIDED BY FINANCING ACTIVITIES                11,885,569        4,053,872
                                                                 ----------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                1,007,906          595,875

CASH AND CASH EQUIVALENTS, beginning of period                             147,878          611,107
                                                                 ----------------------------------

CASH AND CASH EQUIVALENTS, end of period                            $    1,155,784        1,206,982
                                                                 ==================================

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
     Mortgages payable assumed                                      $    5,562,175                -
     Operating Partnership Units issued                                          -        1,379,908
                                                                 ===================================


</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.
    The Company has an equity interest in 35 operating shopping centers,  29 of
which are wholly owned by the Company and six 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 147
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 control the  Operating  Partnership  as the sole
general partner, and owns approximately 80% of the Units at March 31, 2000.

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 1999 annual report on Form 10-K.
The  consolidated  balance  sheet as of  March  31,  2000  and the  consolidated
statements of operations  and cash flows for the three month periods ended March
31, 2000 and March 31, 1999, 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 March 31, 2000 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:


                                        Three months ended March 31,

                               2000                                        1999
----------------------------------------------------------------------------------------------------------------
                             Shopping          All                       Shopping         All
                             Centers          Other      Total           Centers         Other        Total
----------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>        <C>             <C>             <C>          <C>
Revenues                     $ 13,409,927     499,454    13,909,381      12,508,074      513,676      13,021,750


Expenses, exclusive of          7,443,098     208,210     7,651,308       6,538,028      214,093       6,752,121
     depreciation and
     amortization of property
     and improvements
Minority Interest                 829,854      (3,279)      826,575         799,522         (280)        799,242
                            ------------------------------------------------------------------------------------
FFO                          $  5,136,975     294,523     5,431,498       5,170,524      299,863       5,470,387
                            ====================================================================================
</TABLE>

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


                                 Three months ended March 31,

                                 2000                   1999
--------------------------------------------------------------
Operating results:
     FFO                      $    5,431,498         5,470,387
     Depreciation and
       amortization of
       property and
       improvements                2,504,492         2,295,418
                             ---------------------------------
Earnings from operations      $    2,927,006         3,174,969
                             =================================

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:

<TABLE>
<CAPTION>

                                                                                        Three months ended March 31,
                                                                                            2000            1999
-------------------------------------------------------------------------------------------------------------------

<S>                                                                                    <C>                <C>
Numerator:
   Net earnings                                                                        $  2,927,006       3,174,969
      Dividends on unvested restricted share awards                                         (67,866)        (72,032)

                                                                                      -----------------------------
   Numerator for basic earnings per share--earnings available to common shareholders      2,859,140       3,102,937

      Interest on subordinated debentures                                                         -         283,341
                                                                                      -----------------------------
   Numerator for diluted earnings per share--earnings available to common shareholders $  2,859,140       3,386,278
                                                                                      =============================

Denominator:(1)
   Denominator for basic earnings per share--weighted average shares outstanding         13,560,516      14,135,807
   Effect of dilutive securities:
      Debentures                                                                                  -       1,326,762
      Unvested portion of restricted share awards and share options                           2,567          13,384
                                                                                      -----------------------------
   Denominator for diluted earnings per share--adjusted weighted average shares          13,563,083      15,475,953
                                                                                      =============================


</TABLE>

(1) Effects of potentially  dilutive securities are presented only in periods in
which  they are  dilutive.  At March  31,  2000,  the  convertible  subordinated
debentures,  if converted,  would produce an additional 1,261,524 shares and the
Units, if exchanged, would produce an additional 3,373,907 shares.

                                       7

<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 March
31, 2000, of $13,246,000, if fully converted, would produce additional 1,261,524
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.



                                       8




<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 quarters ended March 31, 2000 and 1999.
     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.

Operating Results- Shopping Centers

The operating results of shopping centers 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 and 1999 is
summarized in the following table:


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

Acquisitions
------------
Fullerton Plaza                     March 2000
Stonehedge Square                   February 2000
Saucon Valley                       March 1999

Development/Redevelopment
-------------------------
Harford Mall                        December 1999
Arundel Plaza                       March 1999


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

<TABLE>
<CAPTION>
                                                                               Three months ended March 31,
                                                                                      2000         1999
                                                                                  -----------------------
<S>                                                                                <C>             <C>
Revenues                                                                           $   13,410      12,508
Operating and interest expenses, exclusive of depreciation and amortization             7,443       6,538
Depreciation and amortization                                                           2,384       2,180
Minority interest                                                                         830         799
                                                                                  -----------------------
Earnings from operations                                                           $    2,753       2,991
                                                                                  =======================
</TABLE>

     Revenues from shopping centers increased by $902,000 in 2000, due primarily
to the operations of the properties  acquired in 2000 and 1999  ($473,000),  the
redevelopment projects ($500,000) and other net rental and occupancy changes.

    Operating and interest expenses (exclusive of depreciation and amortization)
for shopping  center  properties  increased by $905,000 in 2000 due primarily to
the acquisitions and redevelopments  referred to above ($729,000).  Depreciation
and  amortization  expense  increased  by $204,000 in 2000 due  primarily to the
acquisitions and redevelopments referred to above.

                                       9

<PAGE>

                            MID-ATLANTIC REALTY TRUST
                      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):
<TABLE>
<CAPTION>


                                                                                Three months ended March 31,
                                                                                    2000          1999
                                                                               -----------------------------
<S>                                                                             <C>                   <C>
Revenues                                                                        $     499             514
Operating and interest expenses, exclusive of depreciation and amortization           208             214
Depreciation and amortization                                                         120             116
Minority interest                                                                      (3)              -
                                                                               -----------------------------
Earnings from operations                                                        $     174             184
                                                                               =============================
</TABLE>

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),  excluding  cumulative  effects of
changes in  accounting  principles,  extraordinary  items and gains or losses on
sales of operating  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.

FFO was  $5,431,000 and $5,470,000 for the three months ended March 31, 2000 and
1999, respectively. The reasons for significant changes in revenues and expenses
comprising  FFO by segment are described  above.  The decrease in FFO in 2000 is
due primarily to the  bankruptcy of a principal  tenant at a shopping  center in
July  1999.   The  decrease  also   reflects  the  Company's   decision  to  use
approximately  $6,108,000  to repurchase  548,945  common shares during the year
ended March 31, 2000.

In 1999, NAREIT clarified the definition of FFO to address diversity in practice
with  respect  to  the  treatment  of  nonrecurring  items.  Under  the  revised
definition,  FFO  includes  all  nonrecurring  items  that are  included  in net
earnings,  except  for gains and  losses  from  sales of  depreciable  operating
properties  and items that are defined as  extraordinary  items under GAAP.  The
clarified   definition  was  effective   January  1,  2000  and  was  applicable
retroactively. It did not change the Company's calculation of
FFO.

Liquidity and Capital Resources
The Company had cash and cash equivalents of $1,245,784 at March 31, 2000.

     Net cash provided by operating  activities was $6,751,000 and $6,851,000 in
the three  months  ended March 31, 2000 and 1999,  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  $7,320,000  to
$17,629,000 in 2000 from  $10,309,000 in 1999. The increase was due primarily to
a higher level of acquisitions.

     Net  cash  used  by  financing   activities   increased  by  $7,832,000  to
$11,886,000 in 2000 from $4,054,000 in 1999. The increase was primarily a result
of increased  credit line  borrowings  $10,000,000  and  decreased net financing
proceeds ($1,474,000).

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

                                       10

<PAGE>

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

Cautionary Disclosure Relating to Forward Looking Statements (Continued)

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, 1999.

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 - None

Item 3.  Defaults upon Senior Securities - None

Item 4. Submission of Matters to a Vote of Security Holders - The Annual Meeting
of  Shareholders  is to be held on May 12,  2000.  At this time,  matters  which
appeared on the April 5, 2000 proxy statement will be submitted for approval.

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.

                                       11


<PAGE>


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

<TABLE>
<CAPTION>


                                                                             Three months
                                                                            ended March 31,
                                                                  ---------------------------------
                                                                        2000               1999
                                                                  ---------------------------------
<S>                                                              <C>                     <C>
Revenues                                                         $    13,909,381         13,021,750
                                                                 ==================================

Net earnings                                                     $     2,927,006          3,174,969
                                                                 ==================================
Net earnings per share - basic                                   $          0.21               0.22
Net earnings per share - diluted                                            0.21               0.22
                                                                 ==================================

Total assets                                                     $   348,672,908        328,570,661

Indebtedness -
   Total mortgages, convertible debentures, construction
   loans, notes and loans payable                                $   210,029,027        186,593,831
                                                                 ==================================

Funds from Operations (FFO) - (1)                                $     5,431,498          5,470,387
                                                                 ==================================

Net cash flow:
    Provided by operating activities                             $     6,750,937          6,850,787
    Used in investing activities                                 $   (17,628,600)       (10,308,784)
    Provided by financing activities                             $    11,885,569          4,053,872
                                                                 ==================================

Cash dividends paid per share                                    $          0.27               0.26
                                                                 ==================================

Weighted average number of shares outstanding - EPS:
    Basic                                                             13,560,516         14,135,807
    Diluted                                                           13,563,083         15,475,973
                                                                 ==================================

RECONCILIATION OF NET EARNINGS TO FFO

Net earnings                                                     $     2,927,006          3,174,969
Depreciation                                                           2,504,492          2,295,418

                                                                 ----------------------------------
FFO                                                              $     5,431,498          5,470,387
                                                                 ==================================
</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
Trust,  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.

Item 6.  Exhibits and Reports on From 8-K - None




                                       12

<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:    4/28/00                           /s/ F. Patrick Hughes
      ----------------------------         -------------------------------------
                                           F. Patrick Hughes
                                           President and Chief Executive Officer







Date:      4/28/00                         /s/ Janice C. Robinson
      -----------------------------        -------------------------------------
                                           Janice C. Robinson
                                           Vice President and Controller





                                       13

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