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


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



(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [Fee Required]
For the quarterly period ended              March 31, 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 offices)                      (Zip Code)

Registrants 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
                              -------------       -----------

14,307,517 Common Shares were outstanding as of April 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



<PAGE>


                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                                                     As of ,
                                                                                  --------------------------------------------------
                                                                                           March 31, 1999         December 31, 1998
                                                                                  --------------------------------------------------
                                                                                            (UNAUDITED)
<S>                                                                                <C>                                  

ASSETS
-------------------------
Properties:
     Operating properties                                                            $        367,258,620               347,921,101
     Less accumulated depreciation and amortization                                            52,837,256                50,540,094
                                                                                  --------------------------------------------------
                                                                                              314,421,364               297,381,007
     Development operations                                                                     2,767,995                11,281,252
     Property held for development or sale                                                      5,422,705                 5,422,705
                                                                                  --------------------------------------------------
                                                                                              322,612,064               314,084,964

     Cash and cash equivalents                                                                  1,206,982                   611,107
     Notes and accounts receivable - tenants and other                                          1,124,151                 1,504,951

     Prepaid expenses and deposits                                                              2,085,391                 2,381,137
     Deferred financing costs                                                                   1,501,379                 1,158,606
                                                                                  --------------------------------------------------
                                                                                     $        328,529,967               319,740,765
                                                                                  --------------------------------------------------
                                                                                  --------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities:
     Accounts payable and accrued expenses                                           $          6,136,029                 6,306,471
     Notes payable                                                                             27,000,000                18,400,000
     Construction loan payable                                                                  9,000,000                 9,000,000
     Mortgages payable                                                                        126,875,550               125,401,850
     Convertible subordinated debentures                                                       13,931,000                13,931,000
     Deferred income                                                                              683,539                   743,284
                                                                                  --------------------------------------------------
                                                                                              183,626,118               173,782,605
                                                                                  --------------------------------------------------

Minority interest in consolidated joint ventures                                               42,747,751                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 
         14,316,817 and 14,495,045   shares, respectively                                         143,168                   144,950
     Additional paid-in capital                                                               129,602,271               131,368,001
     Distributions in excess of accumulated earnings                                          (27,589,341)              (27,021,892)
                                                                                  --------------------------------------------------
                                                                                              102,156,098               104,491,059
                                                                                  --------------------------------------------------


                                                                                  --------------------------------------------------
                                                                                     $        328,529,967               319,740,765
                                                                                  --------------------------------------------------
                                                                                  --------------------------------------------------





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


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


<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                       March 31,
                                                       ---------------------------------------
                                                                 1999               1998
                                                       ---------------------------------------
<S>                                                      <C>                      <C>    

REVENUES:
     Rentals                                              $     10,915,078         10,051,087
     Tenant Recoveries                                           2,050,644          1,661,106
     Other                                                          56,028            112,202
                                                       ---------------------------------------
                                                                13,021,750         11,824,395
                                                       ---------------------------------------

EXPENSES:
     Interest                                                    3,232,593          2,835,651
     Depreciation and amortization
       of property and improvements                              2,295,418          2,118,279
     Operating                                                   2,820,466          2,381,620
     General and administrative                                    699,062            701,117
                                                       ---------------------------------------
                                                                 9,047,539          8,036,667
                                                       ---------------------------------------

EARNINGS FROM OPERATIONS
     BEFORE MINORITY INTEREST                                    3,974,211          3,787,728

Minority Interest                                                 (799,242)          (752,691)
                                                       ---------------------------------------

EARNINGS FROM OPERATIONS                                         3,174,969          3,035,037

Gain on properties                                                       -             67,950
                                                       ---------------------------------------

EARNINGS BEFORE EXTRAORDINARY LOSS                               3,174,969          3,102,987

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

NET EARNINGS                                              $      3,174,969          3,070,003
                                                       ---------------------------------------
                                                       ---------------------------------------

NET EARNINGS PER SHARE - BASIC AND DILUTED:
Earnings before extraordinary loss                        $           0.22               0.21
Extraordinary loss on early extinguishment of debt                       -                  -
                                                       ---------------------------------------
Net earnings                                              $           0.22               0.21
                                                       ---------------------------------------
                                                       ---------------------------------------










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

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

<TABLE>
<CAPTION>


                                                                    Three Months Ended March 31,

                                                            ------------------------------------------------
                                                                       1999               1998
                                                            ------------------------------------------------
<S>                                                         <C>              <C>                  <C>    

Cash flows from operating activities:
     Net earnings                                            $                3,174,969           3,070,003
     Adjustments to reconcile net earnings to net
       cash provided by operating activities:
       Depreciation and amortization                                          2,295,418           2,118,279
       Minority interest in earnings, net                                       799,242             745,342
       Amortization of deferred financing costs                                  54,107              94,119
       Gain on properties                                                             -             (67,950)
       Changes in operating assets and liabilities:
         Decrease in operating assets                                           676,546             739,118
         Decrease in operating liabilities                                     (230,187)           (537,557)
     Other, net                                                                  80,692              30,952
                                                            ------------------------------------------------
          Total adjustments                                                   3,677,561           3,122,303
                                                            ------------------------------------------------

                 NET CASH PROVIDED BY OPERATING ACTIVITIES                    6,852,530           6,192,306
                                                            ------------------------------------------------

Cash flows from investing activities:
     Acquisitions of and additions to properties                             (9,410,284)        (12,816,641)
     Proceeds from sales of properties                                                -             128,076
     Payments to minority partners                                             (898,500)           (935,224)
                                                            ------------------------------------------------


                NET CASH USED IN INVESTING ACTIVITIES                       (10,310,527)        (13,623,789)
                                                            ------------------------------------------------

Cash flows from financing activities:
     Proceeds from notes payable                                             17,000,000          12,700,000
     Principal payments on notes payable                                     (8,400,000)         (1,500,000)
     Proceeds from mortgages payable                                         11,600,000                   -
     Principal payments on mortgages payable                                (10,126,300)         (7,556,916)
     Proceeds from construction loans payable                                         -             184,042
     Additions to deferred financing costs                                     (379,054)             (4,928)
     Shares repurchased                                                      (1,898,356)                  -
     Dividends paid                                                          (3,742,418)         (3,629,704)
     Other, net                                                                       -             (26,819)

                                                            ------------------------------------------------
               NET CASH PROVIDED BY FINANCING ACTIVITIES                      4,053,872             165,675
                                                            ------------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            595,875          (7,265,808)

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

CASH AND CASH EQUIVALENTS, end of period                       $              1,206,982           1,161,409
                                                            ------------------------------------------------
                                                            ------------------------------------------------

---------------------------------------------------------
Schedule of noncash investing and financing activities
---------------------------------------------------------
     Conversion of subordinated debentures,
          net of deferred financing costs                      $                      -           1,526,103
     Mortgages payable assumed                                                        -           8,299,132
     Operating Partnership Units issued                                       1,379,908                   -
                                                            -----------------------------------------------





See accompanying notes to consolidated financial statements.

</TABLE>
<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 March
31, 1999.

Consolidated Financial Statements

The  consolidated  balance  sheet as of  March  31,  1999  and the  consolidated
statements  of  operations  and cash flows for the  Company  for the three month
periods  ended  March 31,  1999 and March 31,  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 March 31, 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.


<PAGE>
     Operating results for the segments are summarized as follows:

<TABLE>
<CAPTION>

                                                               Three months ended March 31,

                               -------------------------------------------------------------------------------------------------
                                                     1999                                                 1998
                               -------------------------------------------------------------------------------------------------

                                          Shopping       All                                 Shopping          All
                                           Centers     Other         Total                    Centers        Other        Total
                               --------------------------------------------            -----------------------------------------
<S>                             <C>     <C>          <C>        <C>                        <C>             <C>       <C>

Revenues                         $      12,508,074   513,676    13,021,750                 11,300,417      523,978   11,824,395
Expenses, exclusive
  of depreciation and
  amortization of
  property and
  improvements                           6,281,548   187,232     6,468,780                  5,415,940      175,392    5,591,332
Minority interest                           90,784      (279)       90,505                     83,345        5,064       88,409
                               -------------------------------------------------------------------------------------------------
     FFO- diluted                $       6,135,742   326,723     6,462,465                  5,801,132      343,522    6,144,654
                               -------------------------------------------------------------------------------------------------
</TABLE>
<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>
                                                             Three months ended March 31,

                                               -------------------------------------------------------
                                                          1999                                   1998
                                               -------------------------------------------------------
<S>                                            <C>   <C>                                   <C> 

FFO- diluted reported above                     $    6,462,465                              6,144,654
Depreciation and
  amortization of property
  and improvements                                   2,295,418                              2,118,279
Convertible debenture
  interest expense                                     283,341                                327,056
Operating Partnership
  minority interest expense                            708,737                                664,282
Earnings from operations
                                               -------------------------------------------------------
  in financial statements                       $    3,174,969                              3,035,037
                                               -------------------------------------------------------

</TABLE>


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>
                                                                                          Three Months Ended March 31,

                                                                                            1999             1998
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>    <C>          <C>    

Numerator:
   Earnings before extraordinary loss                                                 $      3,174,969    3,102,987
      Dividends on unvested restricted share awards                                            (72,032)     (76,667)
                                                                                      ----------------------------------
   Numerator for basic earnings per share--earnings available to common 
    shareholders                                                                             3,102,937    3,026,320
      Adjustment to dividends on restricted share awards                                             -        3,423
      Interest on subordinated debentures                                                      283,341            -
                                                                                      ----------------------------------
                                                                                      ----------------------------------
   Numerator for diluted earnings per share--earnings available to common 
    shareholders                                                                             3,386,278    3,029,743
                                                                                      ----------------------------------
                                                                                      ----------------------------------    
Denominator:
   Denominator for basic earnings per share--weighted average shares outstanding            14,135,807   14,209,337
   Effect of dilutive securities:
      Subordinated debentures                                                                1,326,762            -
      Unvested portion of restricted share awards and share options                             13,384      107,239
                                                                                  --------------------------------------
   Denominator for diluted earnings per share--adjusted weighted average shares             15,475,953   14,316,576
                                                                                  --------------------------------------
                                                                                  --------------------------------------

</TABLE>


<PAGE>
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 three months ended March 31,
1998,  $1,570,000  in  debentures  were  converted to 149,516  common  shares of
beneficial  interest.  The  balance of the  debentures,  at March 31,  1999,  of
$13,931,000,  if fully converted,  would produce an additional 1,326,762 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.

<PAGE>


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


Shareholders' Equity

During the three months ended March 31, 1999,  shareholders'  equity changed for
the following items: o Net earnings of $3,174,969 o Dividends paid of $3,742,418
o Common shares and additional paid-in capital decreased by $1,767,512 primarily
due to stock repurchases.


<PAGE>

Part I. FINANCIAL INFORMATION
ITEM 2.

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

The following  discussion  and analysis of operating  results covers each of the
Company's two business segments for the quarters ended March 31, 1999 and 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.

Operating Results- Shopping Centers

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

<TABLE>
<CAPTION>

                                                                                        1999         1998
                                                                                -------------------------------
<S>                                                                             <C>    <C>          <C>    
Revenues                                                                        $       12,508       11,300
Operating and interest expenses, exclusive of depreciation and amortization              6,565        5,743
Depreciation and amortization                                                            2,180        2,007
Minority interest                                                                          799          747
                                                                                ------------------------------
Earnings from operations                                                        $        2,964        2,803
                                                                                -------------------------------
                                                                                -------------------------------
</TABLE>


     Revenues from shopping  centers  increased by $1,208,000 in 1999  primarily
due to the operations of five additional  operating  properties acquired in 1999
and 1998 ($788,000),  the completion of one redevelopment project ($210,000) and
other net rental and occupancy increases, partially offset by the disposition of
an operating property in 1998 ($165,000).

     Operating   and  interest   expenses   (exclusive   of   depreciation   and
amortization) for shopping center  properties  increased by $822,000 in 1999 due
primarily to the acquisitions and  redevelopment  referred to above  ($623,000).
Depreciation  and  amortization  expense  increased  by  $173,000  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>          <C> 

Revenues                                                                        $      514         524  
Operating and interest expenses, exclusive of depreciation and amortization            187         175  
Depreciation and amortization                                                          116         112
Minority interest                                                                        -           5
                                                                                ------------------------------
Earnings from operations                                                        $      211         232  
                                                                                ------------------------------
                                                                                ------------------------------
</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 $6,853,000 and $6,192,000 in
the three  months  ended March 31, 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.

<PAGE>

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

     Net cash used in  investing  activities  decreased  by  $3,313,000  to
$10,311,000 in 1999 from  $13,624,000 in 1998. The decrease was due primarily to
a lower level of acquisitions.

     Net cash  provided by  financing  activities  increased  by  $3,888,000  to
$4,054,000 in 1999 from $166,000 in 1998. The increase was primarily a result 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 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  mission critical,  property  management and financial
reporting software has also been modified to be year 2000 compliant. The Company
plans to test the network's  year 2000  compliance  during the second quarter of
1999 by setting the server date to January 1, 2000 and  evaluating  the results.
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 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.


<PAGE>
Part II. OTHER INFORMATION


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

Item 2. Changes in Securities - None

Item 3. Defaults upon Senior Securities - None

Item 4. Submission of Matters to a Vote of Security Holders - The Annual Meeting
of  Shareholders  is to be held on May 14,  1999.  At this time,  matters  which
appeared on the March 30, 1999 proxy statement will be submitted for approval.

Item 5. Other Information - 
Summary Financial Data

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

<PAGE>




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


<TABLE>
<CAPTION>

                                                                         Three Months
                                                                        Ended March 31,
                                                             -------------------------------------
                                                             -------------------------------------
                                                                     1999             1998
                                                             -------------------------------------
                                                             -------------------------------------
<S>                                                        <C>           <C>              <C>    


Revenues                                                    $             13,022           11,824

Net earnings                                                               3,175            3,070
Net earnings per share - basic and diluted                                  0.22             0.21

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

FFO - diluted (1)                                           $              6,462            6,145

Weighted average number of shares outstanding - FFO diluted               18,721           19,103

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

Net cash flow provided by operating activities              $              6,853            6,192
Net cash flow used in investing activities                               (10,311)         (13,624)
Net cash flow provided by financing activities                             4,054              166

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

Net earnings                                                $              3,175            3,070
     Depreciation and amortization on real estate assets                   2,295            2,118
     Gain on properties                                                        -              (68)
     Extraordinary loss on early extinguishment of debt                        -               33
     Operating Partnership minority interest expense                         709              665
     Convertible debenture interest expense                                  283              327
                                                             -------------------------------------
FFO-diluted                                                 $              6,462            6,145
                                                             -------------------------------------
                                                             -------------------------------------
</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

Exhibit 10(l)     Financing Agreement Dated April 23, 1999 Between Mid-Atlantic 
                  Realty Trust and the Named Banks

Exhibit 27        Financial Data Schedule
<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:    April 27, 1999                    /s/ F. Patrick Hughes
      ------------------------             -------------------------------------
                                           F. Patrick Hughes
                                           President
                                           Chief Executive Officer







Date:    April 27, 1999                    /s/ Janice C. Robinson
      ------------------------             -------------------------------------
                                           Janice C. Robinson
                                           Controller

<PAGE>