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 [Fee Required]
For the quarterly period ended           September 30, 2000
                               -------------------------------------------------
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
                ---------------------     ---------------------


13,744,634 Common Shares were outstanding as of October 30, 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


                                       1

<PAGE>



                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                           Consolidated Balance Sheets


<TABLE>
<CAPTION>

                                                                                     As of
                                                                 September 30, 2000          December 31, 1999
--------------------------------------------------------------------------------------------------------------
                                                                     (UNAUDITED)

<S>                                                              <C>                              <C>
ASSETS
Properties:
     Operating properties                                        $    394,180,328                  376,030,262
     Less accumulated depreciation and amortization                    67,817,261                   60,097,298
                                                                 ---------------------------------------------
                                                                      326,363,067                  315,932,964
     Properties in development                                         21,582,795                    2,098,324
     Properties held for development or sale                            3,587,610                    3,587,610
                                                                 ---------------------------------------------
                                                                      351,533,472                  321,618,898


     Cash and cash equivalents                                            724,153                      147,878
     Notes and accounts receivable - tenants and other                  3,597,789                    2,160,417
     Prepaid expenses and deposits                                      3,706,392                    2,637,405
     Deferred financing costs, net                                      2,354,977                    2,006,063
                                                                 ---------------------------------------------

                                                                 $    361,916,783                  328,570,661
                                                                 =============================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
     Accounts payable and accrued expenses                       $      7,957,034                    6,399,153
     Notes payable                                                     36,000,000                   27,500,000
     Construction loans payable                                        18,740,555                    9,000,000
     Mortgages payable                                                154,846,970                  136,847,831
     Convertible subordinated debentures                               13,151,000                   13,246,000
     Deferred income                                                      506,789                      549,347
                                                                 ---------------------------------------------

                                                                      231,202,348                  193,542,331
                                                                 ---------------------------------------------

Minority interest in consolidated joint ventures                       37,024,999                   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 13,744,634 and 14,005,407 shares, respectively     137,446                      140,054
     Additional paid-in capital                                       124,625,842                  126,805,104
     Distributions in excess of accumulated earnings                  (31,073,852)                 (29,276,671)
                                                                 ---------------------------------------------
                                                                       93,689,436                   97,668,487
                                                                 ---------------------------------------------

                                                                 ---------------------------------------------
                                                                 $    361,916,783                  328,570,661
                                                                 =============================================


</TABLE>


See accompanying notes to consolidated financial statements.



                                       2

<PAGE>

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

<TABLE>
<CAPTION>

                                                          Nine months ended September 30,    Three months ended September 30,
                                                              2000                1999          2000                  1999
-----------------------------------------------------------------------------------------------------------------------------

<S>                                                      <C>                 <C>               <C>                 <C>

REVENUES:
     Rentals                                             $  35,515,335       33,061,179        $ 11,939,859        10,999,226
     Tenant recoveries                                       6,754,995        6,008,055           2,159,001         2,013,983
     Other                                                     328,211          419,297             106,545           221,180
                                                         ------------------------------        ------------------------------

                                                            42,598,541       39,488,531          14,205,405        13,234,389
                                                         ------------------------------        ------------------------------
EXPENSES:
     Interest                                               12,058,836       10,342,289           4,136,263         3,625,139
     Depreciation and amortization
       of property and improvements                          7,773,624        7,108,936           2,687,094         2,441,213
     Operating                                               8,873,285        8,275,323           2,876,564         2,732,166
     General and administrative                              2,131,485        1,981,152             658,473           643,050
                                                         ------------------------------        ------------------------------

                                                            30,837,230       27,707,700          10,358,394         9,441,568
                                                         ------------------------------        ------------------------------

EARNINGS FROM OPERATIONS
     BEFORE MINORITY INTEREST                               11,761,311       11,780,831           3,847,011         3,792,821


Minority Interest                                           (2,635,646)      (2,474,827)           (876,821)         (886,879)
                                                         -------------------------------       -------------------------------


EARNINGS BEFORE EXTRAORDINARY GAIN                           9,125,665        9,306,004           2,970,190         2,905,942
                                                         ------------------------------        ------------------------------


Extraordinary gain from early extinguishment of debt           255,268                -              91,345                 -
                                                         ------------------------------        ------------------------------



NET EARNINGS                                             $   9,380,933        9,306,004        $  3,061,535         2,905,942
                                                         ==============================        ==============================


NET EARNINGS PER SHARE - basic and diluted:
Earnings before extraordinary gain                       $        0.66             0.65        $       0.22              0.20
Extraordinary gain from early extinguishment of debt              0.02                -                0.01                 -
                                                         ------------------------------        ------------------------------
Net earnings                                             $        0.68             0.65        $       0.23              0.20
                                                         ==============================        ==============================



</TABLE>

See accompanying notes to consolidated financial statements.



                                       3

<PAGE>



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


<TABLE>
<CAPTION>

                                                                              Nine months ended September 30,
                                                                                2000                   1999
-------------------------------------------------------------------------------------------------------------

<S>                                                                          <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net earnings                                                           $  9,380,933            9,306,004
     Adjustments to reconcile net earnings to net
       cash provided by operating activities:
         Extraordinary gain from early extinguishment of debt                   (255,268)                   -
         Depreciation and amortization                                         7,773,624            7,108,936
         Minority interest in earnings, net                                    2,635,646            2,474,827
         Amortization of deferred financing costs                                281,948              219,097
         Changes in operating assets and liabilities:
           Increase in assets                                                 (2,506,359)          (1,839,464)
           Increase (decrease) in liabilities                                  1,515,323             (488,444)
        Other, net                                                               409,265              315,954
                                                                             --------------------------------
        Total adjustments                                                      9,854,179            7,790,906
                                                                             --------------------------------
               NET CASH PROVIDED BY OPERATING ACTIVITIES                      19,235,112           17,096,910
                                                                             --------------------------------


CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisitions of and additions to properties                             (31,726,023)         (13,717,799)
     Payments to minority partners                                            (3,370,490)          (5,860,025)
                                                                             --------------------------------
               NET CASH USED IN INVESTING ACTIVITIES                         (35,096,513)         (19,577,824)
                                                                             --------------------------------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable                                              59,600,000           65,300,000
     Principal payments on notes payable                                     (51,100,000)         (58,700,000)
     Proceeds from mortgages payable                                          29,418,000           22,700,000
     Principal payments on mortgages payable                                 (16,725,768)         (11,399,006)
     Proceeds from construction loans payable                                  9,740,555                    -
     Additions to deferred financing costs                                      (630,862)          (1,027,499)
     Shares repurchased                                                       (2,686,135)          (3,150,224)
     Dividends paid                                                          (11,178,114)         (11,172,098)
     Other, net                                                                        -                  153
                                                                            ---------------------------------
               NET CASH PROVIDED BY FINANCING ACTIVITIES                      16,437,676            2,551,326
                                                                            ---------------------------------



NET INCREASE IN CASH AND CASH EQUIVALENTS                                        576,275               70,412


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


CASH AND CASH EQUIVALENTS, end of period                                    $    724,153              681,519
                                                                            =================================


SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
     Conversion of subordinated debentures, net of deferred
       financing costs                                                      $     93,554              328,019
     Mortgages payable assumed                                                 5,562,175                    -
     Operating Partnership Units issued                                     $    400,000            1,379,908
                                                                            =================================


</TABLE>

See accompanying notes to consolidated financial statements.


                                        4

<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 6 in which the Company has  ownership
interests ranging from 50% to 93%, as well as other commercial  properties.  The
Company owns seven undeveloped parcels of land totaling  approximately 81 acres,
which  it is  holding  for  development  or  sale.  The  Company  also  owns two
properties currently under development, Waverly Woods in Howard County, Maryland
and Security Square in Baltimore County,  Maryland.  These development  projects
will be grocery-anchored community centers upon completion.
     All of MART's  interests in properties  are held directly or indirectly by,
and all of its operations relating to the properties are conducted through,  the
Operating  Partnership.  Subject to  certain  conditions,  units of  partnership
interest in the Operating  Partnership ("Units") may be exchanged by the limited
partners for cash or, at the option of MART,  the  obligation  may be assumed by
MART and paid either in cash or in common shares of beneficial  interest in MART
on a one-for-one  basis.  MART controls the  Operating  Partnership  as the sole
general partner, and owns approximately 80% of the Units at September 30, 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  September  30, 2000,  the  consolidated
statements  of operations  for the nine and three month periods ended  September
30, 2000 and  September 30, 1999 and the  consolidated  statements of cash flows
for the nine month periods ended September 30, 2000 and September 30, 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 September 30, 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.


                                       5

<PAGE>



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

Operating  results for the segments are summarized as follows for the nine month
periods ended September 30, 2000 and September 30, 1999:

<TABLE>
<CAPTION>
                                                                        Nine months ended September 30,
                                                              2000                                           1999
--------------------------------------------------------------------------------------------------------------------------------

                                       Shopping          All                           Shopping           All
                                        Centers         Other           Total          Centers           Other          Total
--------------------------------------------------------------------------------------------------------------------------------

<S>                                <C>                <C>            <C>              <C>               <C>           <C>
Revenues                           $  41,070,092      1,528,449      42,598,541       37,921,088        1,567,443     39,488,531


Expenses, exclusive of                22,429,022        634,584      23,063,606       19,947,703         651,061      20,598,764
     depreciation and
     amortization of property
     and improvements

Minority Interest                      2,635,116            530       2,635,646        2,471,603            3,224      2,474,827
                                   ---------------------------------------------------------------------------------------------
FFO                                $  16,005,954        893,335      16,899,289       15,501,782          913,158     16,414,940
                                   =============================================================================================

</TABLE>

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


                                            Nine months ended September 30,
                                              2000                   1999
----------------------------------------------------------------------------

Operating results:
     FFO                                 $  16,899,289            16,414,940
     Depreciation and
       amortization of
       property and
       Improvements                          7,773,624             7,108,936
                                         -----------------------------------
Earnings from operations                 $   9,125,665             9,306,004
                                         ===================================

Operating results for the segments are summarized as follows for the three month
periods ended September 30, 2000 and September 30, 1999:


<TABLE>
<CAPTION>
                                                                       Three months ended September 30,
                                                              2000                                           1999
------------------------------------------------------------------------------------------------------------------------------


                                             Shopping          All                           Shopping       All
                                              Centers         Other           Total          Centers       Other         Total
------------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>                  <C>          <C>              <C>             <C>       <C>
Revenues                                 $  13,684,733        520,672      14,205,405       12,724,565      509,824   13,234,389


Expenses, exclusive of                       7,458,415        212,885       7,671,300        6,788,555      211,800    7,000,355
     depreciation and
     amortization of property
     and improvements
Minority Interest                              872,186          4,635         876,821          884,347        2,532      886,879
                                         ---------------------------------------------------------------------------------------
FFO                                      $   5,354,132        303,152       5,657,284        5,051,663      295,492    5,347,155
                                         =======================================================================================




</TABLE>

                                       6

<PAGE>





                            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:


                        Three months ended September 30,
                          2000                    1999
--------------------------------------------------------

Operating results:
     FFO                    $ 5,657,284        5,347,155
     Depreciation and
       amortization of
       property and
       Improvements           2,687,094        2,441,213
                            ----------------------------

Earnings from operations    $ 2,970,190        2,905,942
                            ============================



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>

                                                                                Nine months ended               Three months ended
                                                                                  September 30,                    September 30,
                                                                           2000               1999            2000              1999
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>                   <C>               <C>            <C>
Numerator:
  Earnings before extraordinary gain                              $   9,125,665         9,306,004         2,970,190       2,905,942
    Dividends on unvested restricted share awards                      (206,778)         (222,843)          (69,456)        (75,405)
                                                                  --------------------------------       ---------------------------
  Numerator for basic earnings per share
   -- earnings available to common shareholders                       8,918,887         9,083,161         2,900,734       2,830,537
    Interest on subordinated debentures                                 807,152           843,561           268,900         279,961
                                                                  --------------------------------       ---------------------------
  Numerator for diluted earnings per share
   -- earnings available to common shareholders                   $   9,726,039         9,926,722         3,169,634       3,110,498
                                                                  ================================       ===========================

Denominator:  (1)
  Denominator for basic earnings per share
    -- weighted average shares outstanding                           13,550,361        14,054,578        13,481,714      13,990,074
  Effect of dilutive securities:
    Debentures                                                        1,260,318         1,320,467         1,258,346       1,307,704
    Unvested portion of restricted share awards and share options         5,232            18,043            25,668          13,475
                                                                  --------------------------------       ---------------------------
  Denominator for diluted earnings per share
    -- adjusted weighted average shares                              14,815,911        15,393,088        14,765,728      15,311,253
                                                                  ================================       ===========================

</TABLE>



(1)Effects of potentially  dilutive  securities are presented only in periods in
which they are dilutive.  At September 30, 2000,  the  convertible  subordinated
debentures,  if converted,  would produce an additional 1,252,476 shares and the
Units, if exchanged, would produce an additional 3,407,240 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
September  30,  2000,  of  $13,151,000,  if fully  converted,  would  produce an
additional 1,252,476 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 nine and three month periods ended September
30, 2000 and September 30, 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.

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 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


Comparison  of nine  months  ended  September  30,  2000 to  nine  months  ended
September 30, 1999

Shopping Center Properties

Operating results are summarized as follows (in thousands):

<TABLE>
<CAPTION>

                                                                          Nine months ended September 30,
                                                                                  2000            1999
                                                                          -------------------------------

<S>                                                                           <C>                  <C>
Revenues                                                                      $   41,070           37,921
Operating and interest expenses, exclusive of depreciation and amortization       22,429           19,948
Depreciation and amortization                                                      7,424            6,757
Minority interest                                                                  2,635            2,472
                                                                             ----------------------------
Earnings from operations                                                     $     8,582            8,744
                                                                             ============================
</TABLE>


     Revenues  from  shopping  centers  increased  by  $3,149,000  in 2000,  due
primarily  to the  operations  of the  properties  acquired  in  2000  and  1999
($1,592,000),  the redevelopment  projects ($1,386,000) and other net rental and
occupancy changes.

    Operating and interest expenses (exclusive of depreciation and amortization)
for shopping center properties  increased by $2,481,000 in 2000 due primarily to
the acquisitions and redevelopments referred to above ($1,934,000). Depreciation
and  amortization  expense  increased  by $667,000 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




All Other Properties

Operating results are summarized as follows (in thousands):


                                                Nine months ended September 30,
                                                        2000           1999
                                                -------------------------------

Revenues                                       $      1,529      1,568
Operating and interest expenses, exclusive
  of depreciation and amortization                       634       651
Depreciation and amortization                            350       352
Minority interest                                          1         3
                                               --------------------------------
Earnings from operations                       $         544       562
                                               ================================



Comparison  of three  months  ended  September  30, 2000 to three  months  ended
September 30, 1999

Shopping Center Properties

Operating results are summarized as follows (in thousands):


                                                Three months ended September 30,
                                                       2000            1999
                                                --------------------------------

Revenues                                         $    13,685             12,725
Operating and interest expenses,
  exclusive of depreciation and amortization           7,458              6,789
Depreciation and amortization                          2,571              2,323
Minority interest                                        872                884
                                                 ------------------------------
Earnings from operations                         $     2,784              2,729
                                                 ==============================


     Revenues from shopping centers increased by $960,000 in 2000, due primarily
to the operations of the properties  acquired in 2000 and 1999  ($525,000),  the
redevelopment projects ($401,000) and other net rental and occupancy changes.

    Operating and interest expenses (exclusive of depreciation and amortization)
for shopping  center  properties  increased by $669,000 in 2000 due primarily to
the acquisitions and redevelopments  referred to above ($743,000).  Depreciation
and  amortization  expense  increased  by $248,000 in 2000 due  primarily to the
acquisitions and redevelopments referred to above.

All Other Properties

Operating results are summarized as follows (in thousands):


                                                Three months ended September 30,
                                                        2000           1999
                                                --------------------------------
Revenues                                           $     520            510
Operating and interest expenses,
  exclusive of depreciation and amortization             213            212
Depreciation and amortization                            116            118
Minority interest                                          5              3
                                                --------------------------------
Earnings from operations                           $     186            177
                                                ================================



                                       10

<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),  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 $16,899,000 and $16,415,000 for the nine months ended September 30, 2000
and 1999,  respectively.  The reasons for  significant  changes in revenues  and
expenses comprising FFO by segment are described above.

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 $724,153 at September 30, 2000.

      Net cash provided by operating  activities was $19,235,000 and $17,097,000
in the nine months ended September 30, 2000 and 1999,  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  by  investing  activities  increased  by  $15,519,000  to
$35,097,000 in 2000 from  $19,578,000 in 1999. The increase was due primarily to
higher levels of acquisitions and development activity.

      Net cash  provided by financing  activities  increased by  $13,886,000  to
$16,438,000 in 2000 from $2,551,000 in 1999. The increase was primarily a result
of increased net  financing/refinancing  activity of  $1,391,000,  increased net
credit line borrowings of $1,900,000,  and net  construction  loan borrowings of
$9,741,000,  which were all  primarily  related  to  financing  development  and
acquisition 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, 1999.

                                       11

<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 - None

Item 3.  Defaults upon Senior Securities - None

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

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.






                                       12
<PAGE>




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


<TABLE>
<CAPTION>

                                                                        Nine Months                      Three Months
                                                                    Ended September 30,               Ended September 30,
                                                                 ----------------------------    --------------------------
                                                                   2000             1999             2000              1999
                                                                 ----------------------------    --------------------------



<S>                                                              <C>                   <C>           <C>             <C>
Revenues                                                         $    42,599           39,489        14,205          13,234
                                                                 ----------------------------    --------------------------

Net earnings                                                     $     9,381            9,306         3,061           2,906
                                                                 ============================    ==========================
Net earnings per share - basic & diluted                         $      0.68             0.65          0.23            0.20
                                                                 ============================    ==========================

Total assets                                                     $   361,917          327,874
Indebtedness -
   Total mortgages, convertible debentures, construction
    loans, notes and loans payable                               $   222,739          184,299
                                                                 ============================    ==========================

Funds from Operations (FFO) - (1)                                $    16,899           16,415         5,657           5,347
                                                                 ============================    ==========================

Net cash flow:

    Provided by operating activities                            $     19,235           17,097         4,486           3,125
    Used in investing activities                                $    (35,097)         (19,578)       (6,939)         (5,413)
    Provided by financing activities                            $     16,438            2,551         1,324           1,862
                                                                =============================    ==========================

Cash dividends paid per share                                   $       0.81             0.78          0.27            0.26
                                                                =============================    ==========================

Weighted average number of shares outstanding - EPS:

    Basic                                                         13,550,361       14,054,578    13,481,714      13,990,074
    Diluted                                                       14,815,911       15,393,088    14,765,728      15,311,253
                                                                =============================    ==========================

RECONCILIATION OF NET EARNINGS TO FFO

Net earnings                                                    $        9,381          9,306         3,061          2,906
Depreciation                                                             7,773          7,109         2,687          2,441
Extraordinary gain from early extinguishment of debt                     (255)              -           (91)             -
                                                                -----------------------------    -------------------------
FFO                                                             $       16,899         16,415         5,657          5,347
                                                                =============================    =========================

</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 Form 8-K

          Form  8-K  filed  October  30,  2000  reporting   selected   financial
information.

                                       13

<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:             10/30/00        /s/ F. Patrick Hughes
                  ---------        ---------------------
                                   F. Patrick Hughes
                                   President and Chief Executive Officer







Date:             10/30/00         /s/Janice C. Robinson
                  --------         ---------------------
                                   Janice C. Robinson
                                   Vice President and Controller


                                       14
<PAGE>