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


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



(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the quarterly period ended                     September 30, 1999
                                                   ----------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
(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
                      ---------      ---------


14,184,725 Common Shares were outstanding as of October 28, 1999.

                                      1

<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>

                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                           Consolidated Balance Sheets


<TABLE>
<CAPTION>

                                                                                             As of,
                                                                            -------------------------------------
                                                                            September 30, 1999  December 31, 1998
                                                                            -------------------------------------
                                                                                 (UNAUDITED)
ASSETS
---------------
Properties:
<S>                                                                     <C>                              <C>

     Operating properties                                                $       367,064,049              345,188,953
       Less accumulated depreciation and amortization                             57,650,773               50,540,094
                                                                         --------------------------------------------
                                                                                 309,413,276              294,648,859
     Development operations                                                        4,631,017               11,281,252
     Property held for development or sale                                         5,425,891                5,422,705
                                                                         --------------------------------------------
                                                                                 319,470,184              311,352,816

     Cash and cash equivalents                                                       681,519                  611,107
     Notes and accounts receivable - tenants and other                             2,600,315                1,504,951
     Prepaid expenses and deposits                                                 3,125,237                2,381,137
     Deferred financing costs                                                      1,997,044                1,158,606
                                                                         --------------------------------------------
                                                                         $       327,874,299              317,008,617
                                                                         ============================================

LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------------------------------------------
Liabilities:
     Accounts payable and accrued expenses                               $         5,957,923                6,306,471
     Notes payable                                                                25,000,000               18,400,000
     Construction loan payable                                                     9,000,000                9,000,000
     Mortgages payable                                                           136,702,844              125,401,850
     Convertible subordinated debentures                                          13,596,000               13,931,000
     Deferred income                                                                 603,388                  743,284
                                                                         --------------------------------------------
                                                                                 190,860,155              173,782,605
                                                                         --------------------------------------------

Minority interest in consolidated joint ventures                                  36,729,663               38,734,953
                                                                         --------------------------------------------


Shareholders' equity:
     Preferred shares of beneficial interest, $.01 par value,
       Authorized 2,000,000 shares, issued and outstanding, none                           -                        -
     Common shares of beneficial interest, $.01 par value,
       Authorized 100,000,000 shares, issued and outstanding 14,228,725 and
       14,495,045, respectively                                                      142,287                  144,950
     Additional paid-in capital                                                  129,030,179              131,368,001
     Distributions in excess of accumulated earnings                             (28,887,985)             (27,021,892)
                                                                         --------------------------------------------
                                                                                 100,284,481              104,491,059
                                                                         --------------------------------------------

                                                                         --------------------------------------------
                                                                         $       327,874,299              317,008,617
                                                                         ============================================
See accompanying notes to consolidated financial statements.
</TABLE>

                                       3
<PAGE>

                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                               Nine Months Ended                             Three Months Ended
                                                                 September 30,                                  September 30,
                                      -------------------------------------------------------     ----------------------------------
                                                           1999                1998                      1999             1998
                                      -------------------------------------------------------     ----------------------------------

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

REVENUES:
     Rentals                                        $     33,061,179               30,775,729      $     10,999,226      10,393,557
     Tenant Recoveries                                     6,008,055                5,289,009             2,013,983       1,823,158
     Other                                                   419,297                  349,448               221,180         105,740
                                                    -----------------------------------------      ---------------------------------
                                                          39,488,531               36,414,186            13,234,389      12,322,455
                                                    -----------------------------------------      ---------------------------------
EXPENSES:
     Interest                                             10,342,289                8,855,358             3,625,139       2,965,536
     Depreciation and amortization
        of property and improvements                       7,108,936                6,692,418             2,441,213       2,379,128
     Operating                                             8,275,323                7,571,106             2,732,166       2,644,114
     General and administrative                            1,981,152                2,065,695               643,050         608,816
                                                    -----------------------------------------      ---------------------------------
                                                          27,707,700               25,184,577             9,441,568       8,597,594
                                                    -----------------------------------------      ---------------------------------

EARNINGS FROM OPERATIONS
    BEFORE MINORITY INTEREST                              11,780,831               11,229,609             3,792,821       3,724,861

Minority Interest                                         (2,474,827)              (2,237,530)             (886,879)       (745,617)
                                                    -----------------------------------------      ---------------------------------

EARNINGS FROM OPERATIONS                                   9,306,004                8,992,079             2,905,942      2,979,244

Gain (loss) on properties                                          -                   92,431                     -             (5)
                                                    -----------------------------------------      ---------------------------------

EARNINGS BEFORE EXTRAORDINARY LOSS                         9,306,004                9,084,510             2,905,942      2,979,239

Extraordinary loss from early
   extinguishment of debt                                          -                  (32,984)                    -              -
                                                    -----------------------------------------      ---------------------------------

NET EARNINGS                                        $      9,306,004                9,051,526      $      2,905,942      2,979,239
                                                    =========================================      =================================

NET EARNINGS PER SHARE - BASIC AND DILUTED:
Earnings before extraordinary loss                  $           0.65                     0.62      $           0.20           0.20
Extraordinary loss on early extinguishment of debt                 -                        -                     -              -
                                                    -----------------------------------------      ---------------------------------
Net earnings                                        $           0.65                     0.62      $           0.20           0.20
                                                    =========================================      =================================





See accompanying notes to consolidated financial statements.
</TABLE>
                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                  Nine Months Ended September 30,
                                                              ------------------------------------------
                                                                       1999               1998
                                                              ------------------------------------------

<S>                                                           <C>                       <C>
Cash flows from operating activities:
     Net earnings                                             $      9,306,004           9,051,526
     Adjustments to reconcile net earnings to net
       cash provided by operating activities:
       Depreciation and amortization                                 7,108,936           6,692,418
       Minority interest in earnings, net                            2,474,827           2,230,182
       Amortization of deferred financing costs                        219,097             200,963
       Gain on properties                                                    -             (92,431)
       Changes in operating assets and liabilities:
         Increase in operating assets                               (1,839,464)         (2,437,120)
         (Decrease) increase in operating liabilities                 (488,444)            716,255
       Other, net                                                      315,954             205,578
          Total adjustments                                          7,790,906           7,515,845
                                                              ------------------------------------------

                 NET CASH PROVIDED BY OPERATING ACTIVITIES          17,096,910          16,567,371
                                                              ------------------------------------------
Cash flows from investing activities:
     Acquisitions of and additions to properties                   (13,717,799)        (20,981,686)
     Proceeds from sales of properties                                       -           4,498,017
     Payments to minority partners                                  (5,860,025)         (2,786,902)
     Receipts from minority partners                                         -             335,012
                                                              ------------------------------------------

                NET CASH USED IN INVESTING ACTIVITIES              (19,577,824)        (18,935,559)
                                                              ------------------------------------------

Cash flows from financing activities:
     Proceeds from notes payable                                    65,300,000          26,076,308
     Principal payments on notes payable                           (58,700,000)         (8,010,450)
     Proceeds from mortgages payable                                22,700,000                   -
     Principal payments on mortgages payable                       (11,399,006)         (8,633,394)
     Additions to deferred financing costs                          (1,027,499)            (30,792)
     Shares repurchased                                             (3,150,224)         (3,583,774)
     Dividends paid                                                (11,172,098)        (10,937,784)
     Other, net                                                            153             (26,832)
                                                              ------------------------------------------

        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES          2,551,326          (5,146,718)
                                                              ------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    70,412          (7,514,906)

CASH AND CASH EQUIVALENTS, beginning of period                         611,107       8,427,217,107
                                                              ------------------------------------------

CASH AND CASH EQUIVALENTS, end of period                      $        681,519             912,311
                                                              ==========================================

=========================================================
Schedule of noncash investing and financing activities
=========================================================
     Conversion of subordinated debentures,
          net of deferred financing costs                              328,019           2,696,476
     Mortgages payable assumed                                               -          16,171,755
     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 33 operating shopping centers,  27 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 substantially all of its operations relating to the properties are conducted
through,  the Operating  Partnership.  Subject to certain  conditions,  units of
partnership interest in the Operating  Partnership ("Units") may be exchanged by
the limited  partners for cash or, at the option of MART,  the obligation may be
assumed  by MART and paid  either  in cash or in  common  shares  of  beneficial
interest in MART on a one-for-one basis. MART controls the Operating Partnership
as the  sole  general  partner,  and  owns  approximately  81% of the  Units  at
September 30, 1999.

Consolidated Financial Statements

The  consolidated  balance  sheet as of  September  30, 1999,  the  consolidated
statements  of operations  for the nine and three month periods ended  September
30, 1999 and  September 30, 1998 and the  consolidated  statements of cash flows
for the  Company  for the  nine  month  periods  ended  September  30,  1999 and
September 30, 1998,  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, 1999 are not necessarily  indicative of the operating
results for the full year.

Segment Information

The segments' operating results are measured and assessed based on a performance
measure known as Funds From  Operations  ("FFO"),  determined on a fully diluted
basis (i.e., assuming conversion to common stock of all convertible securities).
FFO is defined as net earnings  (computed in accordance with generally  accepted
accounting  principles),  excluding  cumulative effects of changes in accounting
principles,  extraordinary  or  unusual  items  and  gains or  losses  from debt
restructurings and sales of properties, plus depreciation and amortization,  and
after   adjustments  for  minority   interests  and  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.

     Operating  results for the segments are  summarized as follows for the nine
month periods ended September 30, 1999 and 1998:
<TABLE>
<CAPTION>

                                                              Nine months ended September 30,
                             -------------------------------------------------------------------------------------------------------
                                                  1999                                                       1998
                             -------------------------------------------------------------------------------------------------------

                                Shopping           All                                         Shopping       All
                                 Centers          Other             Total                      Centers       Other        Total
                             -----------------------------------------------                ----------------------------------------
<S>                           <C>                <C>              <C>                       <C>           <C>           <C>
Revenues                      $    37,921,088    1,567,443        39,488,531                34,814,538    1,599,648     36,414,186
Expenses, exclusive
  of depreciation and
  amortization of
  property and
  improvements                     19,171,631      583,572        19,755,203                17,015,319      551,560     17,566,879
Minority interest                     342,057        3,224           345,281                   264,599       11,258        275,857
                              ------------------------------------------------------------------------------------------------------
     FFO-diluted              $    18,407,400      980,647        19,388,047                17,534,620    1,036,830     18,571,450
                              ======================================================================================================

</TABLE>

                                       6
<PAGE>



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

     Interest  expense on  subordinated  debentures  and  minority  interest  in
earnings of the Operating  Partnership  are not considered in the calculation of
FFO-diluted.

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

<TABLE>
<CAPTION>

                                                               Nine months ended September 30,
                                             ---------------------------------------------------------------
                                                  1999                                            1998
                                             ---------------------------------------------------------------

<S>                                          <C>                                                 <C>
FFO- diluted reported above                  $        19,388,047                                 18,571,450
Depreciation and
  amortization of property
  and improvements                                     7,108,936                                  6,692,418
Convertible debenture
  interest expense                                       843,561                                    925,280
Operating Partnership
  minority interest expense                            2,129,546                                  1,961,673
Earnings from operations                     ---------------------------------------------------------------
  in financial statements                    $         9,306,004                                  8,992,079
                                             ---------------------------------------------------------------
</TABLE>

     Operating  results for the segments are summarized as follows for the three
month periods ended September 30, 1999 and 1998:
<TABLE>
<CAPTION>

                                                                            Three months ended September 30,
                              --------------------------------------------------------------------------------------------------
                                                  1999                                                   1998
                              --------------------------------------------------------------------------------------------------
                                Shopping           All                                    Shopping        All
                                 Centers          Other           Total                    Centers       Other        Total
                              -------------------------------------------              -----------------------------------------
<S>                          <C>                 <C>           <C>                     <C>             <C>          <C>

Revenues                      $    12,724,565    509,824       13,234,389               11,777,115      545,340      12,322,455
Expenses, exclusive
  of depreciation and
  amortization of
  property and
  improvements                      6,521,163    199,231        6,720,394                5,740,431      191,620       5,932,051
Minority interest                     173,881      2,533          176,414                   95,070        1,168          96,238
                              --------------------------------------------------------------------------------------------------
     FFO- diluted             $     6,029,521    308,060        6,337,581                5,941,614      352,552       6,294,166
                              ==================================================================================================

</TABLE>

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

<TABLE>
<CAPTION>

                                                        Three months ended September 30,
                                             -----------------------------------------------------------
                                                  1999                                      1998
                                             -----------------------------------------------------------

<S>                                         <C>                                               <C>

FFO- diluted reported above                  $          6,337,581                              6,294,166
Depreciation and
  amortization of property
  and improvements                                      2,441,213                              2,379,128
Convertible debenture
  interest expense                                        279,961                                286,415
Operating Partnership
  minority interest expense                               710,465                                649,379
Earnings from operations                     -----------------------------------------------------------
  in financial statements                     $         2,905,942                         $    2,979,244
                                             ===========================================================
</TABLE>
                                       7
<PAGE>

Net 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,
                                                                       1999          1998               1999         1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                <C>                <C>               <C>

Numerator:
  Earnings before extraordinary loss                            $ 9,306,004        9,084,510          2,905,942         2,979,239
    Dividends on unvested restricted share awards                  (222,843)        (230,524)           (75,405)          (76,929)
                                                                -----------------------------         ----------------------------
  Numerator for basic earnings per share--earnings available      9,083,161        8,853,986          2,830,537         2,902,310
        to common shareholders
    Adjustment to dividends on restricted share awards                    -                -                  -                 -
    Interest on subordinated debentures                             843,561                -            279,961                 -
  Numerator for diluted earnings per share--earnings available
        to common shareholders                                  $ 9,926,722        8,853,986          3,110,498         2,902,310
                                                                =============================         ============================

Denominator:
  Denominator for basic earnings per share--weighted average
        shares outstanding                                       14,054,578       14,269,982         13,990,074        14,270,130
  Effect of dilutive securities:
    Subordinated debentures                                       1,294,862                -          1,307,704                 -
    Unvested portion of restricted share awards and share options    18,043           69,432             13,476            43,242
                                                                 ----------------------------         -----------------------------
  Denominator for diluted earnings per share--weighted average
        shares outstanding                                       15,367,483       14,339,414         15,311,254        14,313,372
                                                                 ============================        ============================

</TABLE>

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.  During the nine months ended September
30, 1999,  $335,000 in  debentures  were  converted to 31,902  common  shares of
beneficial interest. During the nine months ended September 30, 1998, $2,771,000
in debentures  were converted to 263,891  common shares of beneficial  interest.
The balance of the debentures,  at September 30, 1999, of $13,596,000,  if fully
converted,  would produce an additional  1,294,862  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.


Shareholders' Equity

During the nine months ended  September 30, 1999,  shareholders'  equity changed
for the following items:

     -    Net earnings of $9,306,004
     -    Dividends paid of $11,172,098
     -    Other changes, net, of $2,340,484  primarily due to share repurchases.

                                       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 compares each of the
Company's  two  business  segments  for the nine and three month  periods  ended
September  30,  1999  with  those  for the nine and three  month  periods  ended
September 30, 1998.
     Management  believes that a segment  analysis  provides the most  effective
means of understanding the business.  The Company adopted Statement of Financial
Accounting  Standards No. 131,  "Disclosures about Segments of an Enterprise and
Related  Information"  in 1998. As required by the  Statement,  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.

Comparison  of nine  months  ended  September  30,  1999 to  nine  months  ended
September 30, 1998

Operating Results- Shopping Centers

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

<TABLE>
<CAPTION>
                                                                                  1999               1998
                                                                              -------------      ------------
<S>                                                                           <C>                <C>
Revenues                                                                       $    37,921        34,815
Operating and interest expenses, exclusive of depreciation and amortization         20,014        17,941
Depreciation and amortization                                                        6,757         6,355
Minority interest                                                                    2,472         2,226
                                                                               -----------        ------
Earnings from operations                                                       $     8,678         8,293
                                                                               ===========        ======

</TABLE>

     Revenues  from  shopping  centers  increased  by  $3,106,000  in 1999,  due
primarily  to the  operations  of five  properties  acquired  in 1999  and  1998
($2,067,000),  the completion of two redevelopment projects ($593,000) and other
net rental and occupancy  increases,  partially  offset by the  disposition of a
property in 1998  ($210,000).

     Operating   and  interest   expenses   (exclusive   of   depreciation   and
amortization)  for shopping center  properties  increased by $2,073,000 in 1999,
due  primarily  to  the  acquisitions  and  redevelopments   referred  to  above
($1,788,000).  Depreciation  and amortization  expense  increased by $402,000 in
1999, due primarily to the acquisitions referred to above.

Operating Results- All Other Properties

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

<TABLE>
<CAPTION>

                                                                                  1999             1998
                                                                               ---------        ---------
<S>                                                                            <C>                 <C>
Revenues                                                                        $   1,568           1,599
Operating and interest expenses, exclusive of depreciation and amortization           585             552
Depreciation and amortization                                                         352             337
Minority interest                                                                       3              11
                                                                                ---------       ---------
Earnings from operations                                                        $     628             699
                                                                                =========       =========
</TABLE>

                                       9

<PAGE>

Comparison  of three  months  ended  September  30, 1999 to three  months  ended
September 30, 1998

Operating Results- Shopping Centers

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


<TABLE>
<CAPTION>

                                                                                 1999                1998
                                                                              ----------          ----------
<S>                                                                           <C>                    <C>
Revenues                                                                       $  12,724              11,777
Operating and interest expenses, exclusive of depreciation and amortization        6,802               6,027
Depreciation and amortization                                                      2,323               2,266
Minority interest                                                                    883                 744
                                                                              ----------          ----------
Earnings from operations                                                       $   2,716               2,740
                                                                              ==========          ==========
</TABLE>

     Revenues from shopping centers increased by $947,000 in 1999, due primarily
to the operations of two properties  acquired in 1999 and 1998  ($582,000),  the
completion of one redevelopment project ($346,000), the completion of additional
development  at one  property  ($33,000)  and other  net  rental  and  occupancy
increases.
     Operating   and  interest   expenses   (exclusive   of   depreciation   and
amortization) for shopping center properties  increased by $775,000 in 1999, due
primarily to the acquisitions and  redevelopments  referred to above ($424,000).
Depreciation  and  amortization  expense  increased  by  $57,000  in  1999,  due
primarily to the acquisitions referred to above.

Operating Results- All Other Properties

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

<TABLE>
<CAPTION>

                                                                                     1999                1998
                                                                                --------------      --------------
<S>                                                                             <C>                          <C>
Revenues                                                                        $         510                 545
Operating and interest expenses, exclusive of depreciation and amortization               199                 191
Depreciation and amortization                                                             118                 113
Minority interest                                                                           3                   2
                                                                                --------------      --------------
Earnings from operations                                                        $         190                 239
                                                                                ==============      ==============
</TABLE>

Cash Flow Comparison

The following  discussion  compares the statement of cash flows  information for
1999 with the information for 1998.

     Net cash provided by operating  activities was  $17,097,000 and $16,567,000
in the nine months ended September 30, 1999 and 1998, respectively.  The changes
in cash  provided by  operating  activities  were due  primarily  to the factors
discussed above in the comparisons of operating  results.  The level of net cash
provided by operating  activities  is also  affected by the timing of receipt of
revenues and the payment of operating and interest expenses.

     Net cash used in investing  activities increased by $642,000 to $19,578,000
in 1999 from  $18,936,000 in 1998.  This was due primarily to higher payments to
minority  partners in 1999  ($3,408,000)  offset by a higher  level of operating
property acquisitions in 1998 ($2,766,000).

     Net cash  provided by  financing  activities  was  $2,551,000  for the nine
months  ended  September  30, 1999 in  comparison  to net cash used in financing
activities of $5,147,000  for the nine months ended  September 30, 1998. The net
increase of  $7,698,000  in 1999 was due  primarily  to  financing  one shopping
center  ($11,100,000)  and  refinancing  another  shopping  center  ($1,800,000)
partially  offset by reduced credit line borrowings in 1999  ($4,365,000,  after
considering a related mortgage loan payoff in 1998).

                                       10
<PAGE>

Year 2000 Issue

     The year 2000 issue  relates  to whether  computer  systems  will  properly
recognize   date  sensitive   information   to  allow  accurate   processing  of
transactions and data relating to the year 2000 and beyond.  Systems that do not
properly recognize such information could generate erroneous data or fail.
     As a result of the Company's normal upgrade and replacement  processes,  it
has been determined that all existing network and desktop equipment is year 2000
compliant.  The Company's  current  mission  critical,  property  management and
financial  reporting  software has also been modified to be year 2000 compliant.
However,  the Company is  implementing  a new property  management and financial
reporting software.  The Company plans to complete the implementation during the
fourth quarter of 1999. The Company has determined that all non-mission critical
software is year 2000 compliant.  As the Company owns primarily community retail
centers  without  enclosed  common  areas,  the use of this  technology  is very
limited  and  management  does not  believe  that the year 2000  issue will pose
significant  problems in these  systems.  The Company  expects that the costs to
specifically  remediate  year 2000  information  technology  issues  will not be
significant.
     The Company  believes  the "most  reasonably  likely  worst case  scenario"
exposure to be indirect in nature  involving  vendors,  suppliers,  and tenants.
Currently, management does not believe it is practical to measure the effects of
potential complications. The Company will continually monitor and evaluate these
areas and develop contingency plans on an as needed basis.

                                       11

<PAGE>
                            MID-ATLANTIC REALTY TRUST
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTIN UED


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, 1998.

Part II. OTHER INFORMATION


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

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

Item 3.  Defaults upon Senior Securities - None

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

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 per share data)

<TABLE>
<CAPTION>
                                                                       Nine months ended                      Three months ended
                                                                         September 30,                           September 30,
                                                               --------------------------------         ----------------------------
                                                                    1999              1998                   1999             1998
                                                               --------------------------------         ----------------------------
<S>                                                              <C>                   <C>                   <C>          <C>
Revenues                                                          $   39,489            36,414                13,234       12,322


Net Earnings                                                      $    9,306             9,051                 2,906        2,979
Net Earnings per share - basic and diluted                        $     0.65              0.62                  0.20         0.20

OTHER FINANCIAL DATA:
---------------------------------------

FFO - diluted (1)                                                 $   19,388            18,571                 6,338        6,294

Weighted average number of shares outstanding - FFO diluted           18,680            19,023                18,707       18,910

SELECTED CASH FLOW DATA:
---------------------------------------

Net cash flow provided by operating activities                    $   17,097            16,567
Net cash flow used in investing activities                           (19,578)          (18,936)
Net cash flow provided by (used in) financing activities               2,551            (5,147)

RECONCILIATION OF NET EARNINGS TO FFO-DILUTED
---------------------------------------------

Net earnings                                                      $    9,306             9,052                 2,906        2,979
     Depreciation and amortization on real estate assets               7,109             6,692                 2,442        2,379
    Gain on properties                                                     -               (92)                    -            -
     Extraordinary loss on early extinguishment of debt                    -                33                     -            -
     Operating Partnership minority interest expense                   2,130             1,962                   710          649
     Convertible debenture interest expense                              843               924                   280          287
                                                                  ----------------------------           -------------------------
FFO-diluted                                                       $   19,388            18,571                 6,338        6,294
                                                                  ============================           =========================

</TABLE>

(1) Funds from operations as defined by the National  Association of Real Estate
Investment  Trust,  Inc.   (NAREIT)--Funds  from  operations  means  net  income
(computed  in  accordance  with  generally  accepted   accounting   principles),
excluding cumulative effects of changes in accounting principles,  extraordinary
or  unusual  items  and gains or losses  from debt  restructurings  and sales of
properties,  plus  depreciation  and  amortization,  and after  adjustments  for
minority interests and 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.


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

                                       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:   10/29/99                                  /s/ F. Patrick Hughes
                                                  -----------------------------
                                                  F. Patrick Hughes
                                                  President
                                                  Chief Executive Officer







Date:   10/29/99                                  /s/ Janice C. Robinson
                                                  -----------------------------
                                                  Janice C. Robinson
                                                  Vice President and Controller

                                       14