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 June 30, 1999
                               -------------------------------------------------
or

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

For the transition period from _______________________ to ___________________
(Amended by Exch Act Rel No. 312905. Eff 4/26/93)

Commission file Number  1-12286
                        --------------------------------------------------------

                           Mid-Atlantic Realty Trust
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

          Maryland                                       52-1832411
----------------------------------          ------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

170 West Ridgely Road, Suite 300 -
   Lutherville, Maryland                                   21093
----------------------------------          ------------------------------------
(Address of principal executive                          (Zip Code)
    offices)

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
                             ---------     ---------

14,328,596 Common Shares were outstanding as of July 23, 1999.

<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,
                                                                              ------------------------------------
                                                                               June 30, 1999     December 31, 1998
                                                                              ------------------------------------
                                                                                (UNAUDITED)
ASSETS
------
Properties:
<S>                                                                           <C>                    <C>
   Operating properties                                                       $  369,304,373         347,921,101
   Less accumulated depreciation and amortization                                 55,209,561          50,540,094
                                                                              ----------------------------------
                                                                                 314,094,812         297,381,007
   Development operations                                                          3,723,048          11,281,252
   Property held for development or sale                                           5,422,705           5,422,705
                                                                              ----------------------------------
                                                                                 323,240,565         314,084,964

   Cash and cash equivalents                                                       1,106,491             611,107
   Notes and accounts receivable - tenants and other                               1,027,491           1,504,951
   Prepaid expenses and deposits                                                   1,373,062           2,381,137
   Deferred financing costs                                                        1,893,171           1,158,606
                                                                              ----------------------------------
                                                                              $  328,640,780         319,740,765
                                                                              ----------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
   Accounts payable and accrued expenses                                      $    6,027,460           6,306,471
   Notes payable                                                                  28,500,000          18,400,000
   Construction loan payable                                                       9,000,000           9,000,000
   Mortgages payable                                                             126,251,524         125,401,850
   Convertible subordinated debentures                                            13,796,000          13,931,000
   Deferred income                                                                   643,602             743,284
                                                                              ----------------------------------
                                                                                 184,218,586         173,782,605
                                                                              ----------------------------------

Minority interest in consolidated joint ventures                                  42,636,369          41,467,101
                                                                              ----------------------------------

Shareholder's 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 14,334,896
     and 14,495,045 shares, respectively                                            143,349              144,950
   Additional paid-in capital                                                   129,730,344          131,368,001
   Distributions in excess of accumulated earnings                              (28,087,868)         (27,021,892)
                                                                              ----------------------------------
                                                                                101,785,825          104,491,059
                                                                              ----------------------------------
                                                                              $ 328,640,780          319,740,765
                                                                              ----------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.



                                       3

<PAGE>


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


                                                                 Six Months Ended                     Three Months Ended
                                                                     June 30,                               June 30,
                                                     --------------------------------------   --------------------------------
                                                         1999                      1998              1999              1998
                                                     --------------------------------------   --------------------------------
REVENUES:
<S>                                                  <C>                       <C>            <C>                  <C>
  Rentals                                            $ 22,061,953              20,382,171     $  11,146,875        10,331,084
  Tenant Recoveries                                     3,994,072               3,465,851         1,943,427         1,804,745
  Other                                                   198,117                 243,708           142,089           131,506
                                                     --------------------------------------   --------------------------------
                                                       26,254,142              24,091,730        13,232,391        12,267,335
                                                     --------------------------------------   --------------------------------

EXPENSES:
  Interest                                              6,717,151               5,889,822         3,484,558         3,054,171
  Depreciation and amortization
    of property and improvements                        4,667,723               4,313,290         2,372,305         2,195,011
  Operating                                             5,543,157               4,926,993         2,722,692         2,545,373
  General and administrative                            1,338,102               1,456,879           639,040           755,762
                                                     -------------------------------------    --------------------------------
                                                       18,266,133              16,586,984         9,218,595         8,550,317
                                                     -------------------------------------    --------------------------------

EARNINGS FROM OPERATIONS
  BEFORE MINORITY INTEREST                              7,988,009               7,504,746         4,013,796         3,717,018

Minority Interest                                      (1,587,948)             (1,491,913)         (788,706)         (739,222)
                                                     --------------------------------------   --------------------------------

EARNINGS FROM OPERATIONS                                6,400,061               6,012,833         3,225,090         2,977,796

Gain (loss) on properties                                       -                  92,437                 -            24,487
                                                     --------------------------------------   --------------------------------

EARNINGS BEFORE EXTRAORDINARY LOSS                      6,400,061               6,105,270         3,225,090         3,002,283

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

NET EARNINGS                                         $  6,400,061               6,072,286     $   3,225,090         3,002,283
                                                     --------------------------------------   --------------------------------

NET EARNINGS PER SHARE - BASIC AND DILUTED:
Earnings before extraordinary loss                   $       0.44                    0.41     $        0.22              0.20
Extraordinary loss on early extinguishment of debt              -                       -                 -                 -
                                                     --------------------------------------   --------------------------------
Net earnings                                         $       0.44                    0.41     $        0.22              0.20
                                                     --------------------------------------   --------------------------------

</TABLE>

See accompanying notes to consolidated financial statements.


                                       4

<PAGE>

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


                                                                        Six Months Ended June 30,
                                                                     -------------------------------
                                                                          1999                1998
                                                                     -------------------------------

Cash flows from operating activities:
<S>                                                                  <C>                   <C>
  Net earnings                                                       $    6,400,061        6,072,286
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
    Depreciation and amortization                                         4,667,723        4,237,504
    Minority interest in earnings, net                                    1,587,948        1,484,564
    Amortization of deferred financing costs                                136,310          148,974
    Gain on properties                                                            -          (92,437)
    Changes in operating assets and liabilities:
      Decrease (increase) in operating assets                             1,485,535         (197,160)
      Decrease in operating liabilities                                    (443,681)        (548,435)
    Other, net                                                              137,831          197,868
                                                                      -------------------------------
      Total adjustments                                                   7,571,666        5,230,878
                                                                      -------------------------------

          NET CASH PROVIDED BY OPERATING ACTIVITIES                      13,971,727       11,303,164
                                                                      -------------------------------

Cash flows from investing activities:
  Acquisitions of and additions to properties                           (12,366,352)     (13,770,232)
  Proceeds from sales of properties                                               -        4,498,017
  Payments to minority partners                                          (1,798,584)      (1,866,016)
                                                                      -------------------------------

          NET CASH USED IN INVESTING ACTIVITIES                         (14,164,936)     (11,138,231)
                                                                      -------------------------------

Cash flows from financing activities:
  Proceeds from notes payable                                            28,000,000       16,300,000
  Principal payments on notes payable                                   (17,900,000)      (7,400,000)
  Proceeds from mortgages payable                                        11,600,000                -
  Principal payments on mortgages payable                               (10,750,326)      (7,920,963)
  Proceeds from construction loans payable                                   64,988          307,128
  Additions to deferred financing costs                                    (846,000)          (9,224)
  Shares repurchased                                                     (2,014,003)        (153,593)
  Dividends paid                                                         (7,466,037)      (7,296,436)
  Other, net                                                                    (29)         (26,819)
                                                                      -------------------------------

          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES               688,593       (6,199,907)
                                                                      -------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        495,384       (6,034,974)

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

CASH AND CASH EQUIVALENTS, end of period                              $   1,106,491        2,392,243
                                                                      -------------------------------

---------------------------------------------------------------------
Schedule of noncash investing and financing activities
---------------------------------------------------------------------
  Conversion of subordinated debentures,
     net of deferred financing costs                                        132,025        2,072,000
  Mortgages payable assumed                                                       -        8,299,132
  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 82% of the Units at June 30,
1999.

Consolidated Financial Statements

The consolidated balance sheet as of June 30, 1999, the consolidated  statements
of  operations  for the six and three month periods ended June 30, 1999 and June
30, 1998 and the  consolidated  statements of cash flows for the Company for the
six month periods  ended June 30, 1999 and June 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 June 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 six month
periods ended June 30, 1999 and June 30, 1998:
<TABLE>
<CAPTION>
                                                            Six months ended June 30,
                          --------------------------------------------------------------------------------------
                                              1999                                        1998
                          --------------------------------------------------------------------------------------
                             Shopping         All                         Shopping          All
                             Centers         Other        Total            Centers         Other        Total
                          ----------------------------------------        --------------------------------------
<S>                       <C>              <C>          <C>               <C>            <C>          <C>
Revenues                  $ 25,196,523     1,057,619    26,254,142        23,037,420     1,054,310    24,091,730
Expenses, exclusive
  of depreciation and
  amortization of
  property and
  Improvements              12,650,470       384,340    13,034,810        11,274,888       359,941    11,634,829
Minority interest              168,174           692       168,866           169,530        10,089       179,619
                          --------------------------------------------------------------------------------------
  FFO- diluted            $ 12,377,879       672,587    13,050,466        11,593,002       684,280    12,277,282
                          ======================================================================================
</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:

                                             Six months ended June 30,
                                        ----------------------------------
                                            1999                   1998
                                        ----------------------------------

FFO- diluted reported above             $ 13,050,466            12,277,282
Depreciation and
  amortization of property
  and improvements                         4,667,723             4,313,290
Convertible debenture
  interest expense                           563,600               638,865
Operating Partnership
  minority interest expense                1,419,082             1,312,294
                                         ---------------------------------
Earnings from operations
  in financial statements                $ 6,400,061             6,012,833
                                         ---------------------------------

Operating results for the segments are summarized as follows for the three month
periods ended June 30, 1999 and June 30, 1998:

<TABLE>
<CAPTION>
                                                                  Three months ended June 30,
                                 ----------------------------------------------------------------------------------------
                                                     1999                                            1998
                                 ----------------------------------------------------------------------------------------
                                    Shopping          All                           Shopping         All
                                    Centers          Other         Total            Centers         Other        Total
                                 ----------------------------------------------------------------------------------------
<S>                              <C>                <C>          <C>               <C>             <C>         <C>
Revenues                         $ 12,688,448       543,943      13,232,391        11,737,003      530,332     12,267,335
Expenses, exclusive
  of depreciation and
  Amortization of
  Property and Improvements         6,368,922       197,109       6,566,031         5,858,947      184,550      6,043,497
Minority interest                      77,390           971          78,361            86,185        5,025         91,210
                                 ----------------------------------------------------------------------------------------
  FFO- diluted                   $  6,242,136       345,863       6,587,999         5,791,871      340,757      6,132,628
                                 ========================================================================================

</TABLE>

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

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

FFO- diluted reported above        $ 6,587,999                        6,132,628
Depreciation and
  amortization of property
  and improvements                   2,372,305                        2,195,011
Convertible debenture
  interest expense                     280,259                          311,809
Operating Partnership
  minority interest expense            710,345                          648,012
                                   --------------------------------------------
Earnings from operations
  in financial statements          $ 3,225,090                      $ 2,977,796
                                   ============================================

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.

                                       7
<PAGE>


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

<TABLE>
<CAPTION>


                                                                               Six months ended June 30, Three months ended June 30,
                                                                                1999              1998     1999              1998
------------------------------------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                           <C>            <C>          <C>             <C>
 Earnings before extraordinary loss                                           $ 6,400,061    6,105,270    3,225,090       3,002,283
   Dividends on unvested restricted share awards                                 (147,437)    (153,595)     (75,405)        (76,928)
                                                                              -------------------------   -------------------------
Numerator for basic earnings per share--earnings available to common
      shareholders                                                              6,252,624    5,951,675    3,149,685       2,925,355
   Adjustment to dividends on restricted share awards                                   -        3,528            -             194
   Interest on subordinated debentures                                            563,600            -      280,259               -
                                                                              ------------------------    -------------------------
Numerator for diluted earnings per share--earnings available to common
shareholders                                                                  $ 6,816,224    5,955,203    3,429,944       2,925,549
                                                                              ========================    =========================

Denominator:
 Denominator for basic earnings per share--weighted average shares outstanding 14,087,355   14,269,910   14,038,843      14,316,793
 Effect of dilutive securities:
   Subordinated debentures                                                      1,313,905            -    1,313,909               -
   Unvested portion of restricted share awards and share options                   20,241       88,912       26,811          84,029
 Denominator for diluted earnings per share--weighted average shares
   outstanding                                                                 15,421,501   14,358,822   15,379,563      14,400,822
                                                                              ========================    =========================
</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 six months  ended June 30,
1999,  $135,000  in  debentures  were  converted  to  12,855  common  shares  of
beneficial  interest.  During the six months ended June 30, 1998,  $2,130,000 in
debentures were converted to 202,846 common shares of beneficial  interest.  The
balance of the debentures, at June 30, 1999, of $13,796,000, if fully converted,
would produce an additional  1,313,905 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 six months ended June 30, 1999,  shareholders' equity changed for the
following items:

    -    Net earnings of $6,400,061
    -    Dividends paid of $7,466,037
    -    Other changes, net, of $1,639,258 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 six and three month periods ended June
30, 1999 with those for the six and three month periods ended June 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 six months ended June 30, 1999 to six months ended June 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                                                                                          $ 25,197            23,037
Operating and interest expenses, exclusive of depreciation and amortization                         13,214            11,913
Depreciation and amortization                                                                        4,434             4,089
Minority interest                                                                                    1,587             1,482
                                                                                                  --------            ------
Earnings from operations                                                                          $  5,962             5,553
                                                                                                  ========            ======
</TABLE>
Revenues from shopping centers increased by $2,160,000 in 1999, due primarily to
the operations of five properties  acquired in 1999 and 1998  ($1,441,000),  the
completion of two  redevelopment  projects  ($447,000)  and other net rental and
occupancy  increases,  partially offset by the disposition of a property in 1998
($208,000).

Operating and interest expenses (exclusive of depreciation and amortization) for
shopping center properties increased by $1,301,000 in 1999, due primarily to the
acquisitions and redevelopments referred to above ($1,290,000). Depreciation and
amortization  expense  increased  by  $345,000  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                                                                                       $ 1,057                 1,055
Operating and interest expenses, exclusive of depreciation and amortization                        384                   361
Depreciation and amortization                                                                      234                   224
Minority interest                                                                                    1                    10
                                                                                               -------                 -----
Earnings from operations                                                                       $   438                   460
                                                                                               =======                 =====
Comparison of three months ended June 30, 1999 to three months ended June 30, 1998

</TABLE>
Operating Results- Shopping Centers

Operating  results of shopping  center  properties are summarized as follows (in
thousands):
<TABLE>
<CAPTION>
                                                                                                 1999                 1998
                                                                                              --------               ------
<S>                                                                                           <C>                    <C>
Revenues                                                                                      $ 12,688               11,737
Operating and interest expenses, exclusive of depreciation and amortization                      6,649                6,171
Depreciation and amortization                                                                    2,254                2,082
Minority interest                                                                                  787                  734
                                                                                              --------                -----
Earnings from operations                                                                      $  2,998                2,750
                                                                                              ========                =====
</TABLE>                           9
<PAGE>
Revenues from shopping  centers  increased by $951,000 in 1999, due primarily to
the  operations  of two  properties  acquired in 1999 and 1998  ($581,000),  the
completion of one redevelopment project ($200,000), the completion of additional
development  at one  property  ($107,000)  and other net  rental  and  occupancy
increases.

Operating and interest expenses (exclusive of depreciation and amortization) for
shopping center  properties  increased by $478,000 in 1999, due primarily to the
acquisitions and redevelopments  referred to above ($638,000).  Depreciation and
amortization  expense  increased  by  $172,000  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                                                                                $ 544                     530
Operating and interest expenses, exclusive of depreciation and amortization               198                     184
Depreciation and amortization                                                             118                     113
Minority interest                                                                           1                       5
                                                                                        -----                     ---
Earnings from operations                                                                $ 227                     228
                                                                                        =====                     ===
</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 $13,972,000 and $11,303,000 in the
six  months  ended June 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 $3,027,000 to $14,165,000 in
1999 from $11,138,000 in 1998. The disposition of an operating  property in 1998
reduced net cash used by $4,498,000. There were no sales of properties in 1999.

Net cash provided by financing  activities was $689,000 for the six months ended
June  30,  1999 in  comparison  to net  cash  used in  financing  activities  of
$6,200,000  for the six  months  ended  June  30,  1998.  The  net  increase  of
$6,889,000 in 1999 was due primarily to a combination  of increased  credit line
borrowings  ($4,500,000,  after  considering  a related  mortgage loan payoff in
1998) and net cash provided  from  refinancing  a shopping  center  ($1,800,000)
partially offset by increased  purchases of common shares of beneficial interest
under the Company's share purchase plan ($1,900,000).

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 has made the  determination  that it will  undertake  the
implementation of 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.

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
                                       10
<PAGE>

                            MID-ATLANTIC REALTY TRUST
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED


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 - The Annual Meeting
of Shareholders  was held on May 14, 1999.  Elected to serve as trustees for the
ensuing year and until the election and  qualification of their successors were:
Marc P. Blum, Robert A. Frank, LeRoy E. Hoffberger, F. Patrick Hughes, M. Ronald
Lipman, Daniel S. Stone, David F. Benson, and Jack H. Pechter.

Matter Voted Upon                           For       Against       Withheld
-----------------                           ---       -------       --------

1.   Election of Trustee:
          Marc P. Blum                   12,571,246       -          54,244
          Robert A. Frank                12,574,485       -          51,005
          LeRoy E. Hoffberger            12,571,445       -          54,045
          F. Patrick Hughes              12,577,618       -          47,872
          M. Ronald Lipman               12,578,495       -          46,995
          Daniel S. Stone                12,579,518       -          45,972
          David F. Benson                12,571,471       -          54,019
          Jack H. Pechter                12,575,048       -          50,442

2.   Proposal to approve the appointment
of KPMG LLP as the independent certified
public accountants of MART for the fiscal
year ending December 31, 1999:           12,541,556    63,750        20,184

Because the matters  voted upon at the meeting  required  the approval of only a
majority of the votes cast at the  meeting,  votes  withheld,  abstentions,  and
broker non-votes had no effect upon the ultimate outcome of the vote.

Item 5. Other Information -

Summary Financial Data

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

                                       11

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                        Six Months                 Three Months
                                                                                      Ended June 30,              Ended June 30,
                                                                                 ---------------------        -------------------
                                                                                    1999         1998          1999          1998
                                                                                 ---------------------        -------------------
<S>                                                                              <C>            <C>           <C>          <C>
Revenues                                                                         $   26,254     24,092        13,232       12,267

Net Earnings                                                                     $    6,400      6,072         3,225        3,002
Net Earnings per share - basic and diluted                                       $     0.44       0.41          0.22         0.20

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

FFO - diluted (1)                                                                $   13,050     12,277         6,587        6,133

Weighted average number of shares outstanding - FFO diluted                          18,676     19,086        18,681       19,072

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

Net cash flow provided by operating activities                                   $   13,972     11,303
Net cash flow used in investing activities                                          (14,165)   (11,138)
Net cash flow provided by (used in) financing activities                                689     (6,200)

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

Net earnings                                                                     $    6,400      6,072         3,225        3,002
  Depreciation and amortization on real estate assets                                 4,668      4,313         2,372        2,195
  Gain (loss) on properties                                                               -        (92)            -          (24)

  Extraordinary loss on early extinguishment of debt                                      -         33             -            -
  Operating Partnership minority interest expense                                     1,419      1,312           710          648
  Convertible debenture interest expense                                                563        639           280          312
                                                                                ----------------------       --------------------
FFO-diluted                                                                      $   13,050     12,277         6,587        6,133
                                                                                ======================       ====================

</TABLE>


(1) Funds from  operations  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.


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



                                       12


<PAGE>

                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                                   SIGNATURES





         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.








                                MID-ATLANTIC REALTY TRUST AND
                                SUBSIDIARIES
                                (Registrant)





Date:    7/28/99                     /s/ F. Patrick Hughes
      ------------------             ------------------------------------------
                                     F. Patrick Hughes
                                     President
                                     Chief Executive Officer





Date:    7/28/99                     /s/ Janice C. Robinson
      -------------------            -------------------------------------------
                                     Janice C. Robinson
                                     Vice President and Controller







                                       13