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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                    FORM 10-Q



Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934
For the quarterly period ended March 31, 2001
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to _______________

                         Commission file Number 1-12288
                         ______________________________________________________

                         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
                                           _______        _______


14,306,502 Common Shares were outstanding as of April 26, 2001.






<PAGE>






                            MID-ATLANTIC REALTY TRUST
                                AND SUBSIDIARIES



Part I.           FINANCIAL INFORMATION


         Item 1.        CONSOLIDATED FINANCIAL STATEMENTS

                                CONSOLIDATED BALANCE SHEETS

                                CONSOLIDATED STATEMENTS OF OPERATIONS

                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Item 2.           MANAGEMENT'S DISCUSSION AND ANAYLSIS OF FINANCIAL
                           CONDITION AND RESULTS OF OPERATIONS

         Item 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                           RISK


Part II.          OTHER INFORMATION


         Item 1.           LEGAL PROCEEDINGS

         Item 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

         Item 3.           DEFAULTS UPON SENIOR SECURITIES

         Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Item 5.           OTHER INFORMATION

         Item 6.           EXHIBITS AND REPORTS ON FORM 8-K



                                       1

<PAGE>

<TABLE>
<CAPTION>

                                           MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                                                 Consolidated Balance sheets


                                                                                 As of
                                                                March 31, 2001              December 31, 2000
-------------------------------------------------------------------------------------------------------------------
                                                                  (UNAUDITED)

ASSETS
<S>                                                          <C>                                <C>
Properties:
  Operating properties                                       $     424,691,811                  400,319,243
  Less accumulated depreciation and amortization                    73,049,976                   70,435,693
                                                             ------------------------------------------------------
                                                                   351,641,835                  329,883,550
  Properties in development                                         12,667,506                   29,590,613
  Properties held for development or sale                            3,587,610                    3,587,610
                                                             ------------------------------------------------------
                                                                   367,896,951                  363,061,773

  Cash and cash equivalents                                            114,972                      109,686
  Notes and accounts receivable - tenants and other                  1,825,041                    2,689,573
  Prepaid expenses and deposits                                      2,297,381                    2,991,645
  Deferred financing costs, net                                      2,060,233                    2,227,931
                                                             ------------------------------------------------------
                                                             $     374,194,578                  371,080,608
                                                             ======================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Accounts payable and accrued expenses                      $       7,474,604                    7,332,902
  Notes payable                                                     40,500,000                   37,000,000
  Construction loans payable                                        20,467,262                   20,258,948
  Mortgages payable                                                161,939,080                  162,627,578
  Convertible subordinated debentures                                8,576,000                   13,076,000
  Deferred income                                                      961,520                      491,096
                                                             ------------------------------------------------------
                                                                   239,918,466                  240,786,524
                                                             ------------------------------------------------------

Minority interest in consolidated joint ventures                    35,946,075                   36,608,643
                                                             ------------------------------------------------------
Shareholders' equity:
  Preferred shares of beneficial interest, $.01 par value,
   authorized 2,000,000 shares, issued and outstanding, none
  Common shares of beneficial interest, $.01 par value,
   authorized 100,000,000 shares, issued and outstanding                    -                            -
   14,306,502 and 13,810,162 shares, respectively                     143,065                      138,102
  Additional paid-in capital                                      130,352,957                  125,088,309
  Distributions in excess of accumulated earnings                 (32,165,985)                 (31,540,970)
                                                             ------------------------------------------------------
                                                                   98,330,037                   93,685,441
                                                             ------------------------------------------------------
                                                             ------------------------------------------------------
                                                             $    374,194,578                  371,080,608
                                                             ======================================================

</TABLE>
See accompanying notes to consolidate financial statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>

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

                                                                        Three months ended March 31,
                                                                     2001                           2000
------------------------------------------------------------------------------------------------------------------

<S>                                                          <C>                                <C>
REVENUES:
   Minimum rents                                             $      12,243,276                   11,100,820
   Percentage rents                                                    335,841                      339,834
   Tenant recoveries                                                 2,451,465                    2,394,330
   Other                                                               215,506                       74,397
                                                             -----------------------------------------------------
                                                                    15,246,088                   13,909,381
                                                             -----------------------------------------------------
EXPENSES:
   Interest                                                          4,356,003                    3,842,466
   Depreciation and amortization
     of property and improvements                                    2,633,705                    2,504,492
   Operating                                                         3,223,968                    3,105,985
   General and administrative                                          810,716                      702,857
                                                             -----------------------------------------------------
                                                                    11,024,392                   10,155,800
                                                             -----------------------------------------------------

EARNINGS FROM OPERATIONS
   BEFORE MINORITY INTEREST                                          4,221,696                    3,753,581

Minority Interest                                                     (927,032)                    (826,575)
                                                              ----------------------------------------------------

EARNINGS FROM OPERATIONS                                             3,294,664                    2,927,006
                                                              ----------------------------------------------------

NET EARNINGS                                                  $      3,294,664                    2,927,006
                                                              ====================================================

                                                              ----------------------------------------------------
NET EARNINGS PER SHARE - basic                                $           0.24                         0.21
                                                              ====================================================

                                                              ----------------------------------------------------
NET EARNINGS PER SHARE - diluted                              $           0.23                         0.21
                                                              ====================================================

</TABLE>

See accompanying notes to consolidated financial statements.



                                       3
<PAGE>


<TABLE>
<CAPTION>


                                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                                      Consolidated Statements of Cash Flows
                                                   (UNAUDITED)
                                                                   Three months ended March 31,
                                                                    2001                         2000
----------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings                                               $       3,294,664                    2,927,006
  Adjustments to reconcile net earnings to net
      cash provided by operating activities:
      Depreciation and amortization                                  2,633,705                     2,504,492
      Minority interest in earnings, net                               927,032                       826,575
      Amortization of deferred financing costs                         128,658                        90,700
      Additions to deferred interest on construction loans payable     208,314                           -
      Changes in operating assets and liabilities:
        Decrease in assets                                           1,558,796                       547,304
        Increase (decrease) in liabilities                             612,126                      (222,156)
      Other, net                                                        34,316                        77,016
                                                             ---------------------------------------------------
Total adjustments                                                    6,102,947                     3,823,931
                                                             ---------------------------------------------------
          NET CASH PROVIDED BY OPERATING ACTIVITIES                  9,397,611                     6,750,937
                                                             ---------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of and additions to properties                       (7,375,634)                 (16,556,970)
  Payments to minority partners                                     (1,069,021)                  (1,071,630)
                                                             ----------------------------------------------------
          NET CASH USED IN INVESTING ACTIVITIES                     (8,444,655)                 (17,628,600)
                                                             ----------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from notes payable                                     26,500,000                   21,100,000
    Principal payments on notes payable                            (23,000,000)                  (2,500,000)
    Principal payments on mortgages payable                           (688,498)                    (726,979)
    Deferred financing costs                                            (4,825)                     (72,628)
    Proceeds from exercise of share options                            165,332                          -
    Shares repurchased                                                     -                     (2,158,483)
    Dividends paid                                                  (3,919,679)                  (3,756,341)
                                                             ----------------------------------------------------
          NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES            (947,670)                  11,885,569
                                                             ----------------------------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                5,286                    1,007,906

CASH AND CASH EQUIVALENTS, beginning of period                         109,686                      147,878
                                                             ----------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period                     $         114,972                    1,155,784
                                                             ====================================================

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
    Conversion of subordinated debentures, net of deferred
      financing costs                                        $       4,444,474                          -
    Conversion of Operating Partnership Units                          520,578                          -
    Mortgages payable assumed                                              -                      5,562,175
                                                             ====================================================

</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>


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

Organization
Mid-Atlantic  Realty  Trust  was  incorporated  June  29,  1993,  and  commenced
operations effective with the completion of its initial public share offering on
September  11,  1993.  Mid-Atlantic  Realty  Trust  qualifies  as a real  estate
investment trust ("REIT") for Federal income tax purposes.  As used herein,  the
term "MART" or the "Company"  refers to  Mid-Atlantic  Realty Trust and entities
owned or controlled by MART,  including MART Limited Partnership (the "Operating
Partnership").

Description of Business
The Company is a fully  integrated,  self-administered  real  estate  investment
trust which owns, acquires, develops,  redevelops,  leases and manages primarily
neighborhood or community  shopping centers in the Middle Atlantic region of the
United States.
     The Company has an equity interest in 38 operating shopping centers,  33 of
which  are  wholly  owned  by the  Company  and five in which  the  Company  has
interests ranging from 50% to 93%, as well as other commercial  properties.  The
Company also owns  approximately 81 acres of undeveloped land in parcels varying
in size from three to thirty-four acres.
     All of MART's  interests in properties  are held directly or indirectly by,
and all of its operations relating to the properties are conducted through,  the
Operating  Partnership.  Subject to  certain  conditions,  units of  partnership
interest in the Operating  Partnership ("Units") may be exchanged by the limited
partners for cash or, at the option of MART,  the  obligation  may be assumed by
MART and paid either in cash or in common shares of beneficial  interest in MART
on a one-for-one  basis.  MART controls the  Operating  Partnership  as the sole
general partner, and owns approximately 80% of the Units at March 31, 2001.

Consolidated Financial Statements
The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with the  instructions for Form 10-Q and,  therefore,  do not include
all of the information necessary for a fair presentation of financial condition,
results of  operations  and cash flows in  accordance  with  generally  accepted
accounting  principles.  The financial  statements  have been prepared using the
accounting  policies described in the Company's 2000 annual report on Form 10-K.
The consolidated balance sheet as of March 31, 2001, the consolidated statements
of  operations  and cash flows for the three month  periods ended March 31, 2001
and March 31,  2000 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, 2001 are not  necessarily  indicative  of the  operating
results for the full year.  Certain  amounts for 2000 have been  reclassified to
conform to presentation in 2001.

Segment Information
The Company's only reportable segment is Shopping Centers. This segment includes
the operation and  management of shopping  center  properties,  and revenues are
derived  primarily  from rents and  services to tenants.  These  properties  are
managed  separately  from the other property types owned by the Company  because
they require different operating strategies and management expertise.
     Segment  operating results are measured and assessed based on a performance
measure known as Funds from Operations  ("FFO").  FFO is defined as net earnings
(computed  in  accordance  with  generally  accepted   accounting   principles),
excluding cumulative effects of changes in accounting principles,  extraordinary
items and gains or losses from sales of operating properties,  plus depreciation
and amortization,  and after adjustments to record  unconsolidated  partnerships
and joint ventures on the same basis. FFO is not a measure of operating  results
or cash flows from  operating  activities  as  measured  by  generally  accepted
accounting  principles,  is not necessarily indicative of cash available to fund
cash  needs and  should  not be  considered  an  alternative  to cash flows as a
measure of liquidity.


                                       5
<PAGE>


<TABLE>
<CAPTION>


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

Operating results for the segments are summarized as follows:


                                                               Three months ended March 31,
                                                     2001                                        2000
-------------------------------------------------------------------------------------------------------------------------
                                       Shopping         All                         Shopping        All
                                        Centers        Other           Total         Centers       Other         Total
-------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>          <C>           <C>             <C>        <C>
Revenues                        $       14,726,785      519,303      15,246,088    13,409,927      499,454    13,909,381

Expenses, exclusive of
    depreciation and
    amortization of property
    and improvements                     8,177,793      212,894       8,390,687     7,443,098     208,210      7,651,308
Minority Interest                          917,248        9,784         927,032       829,854      (3,279)       826,575
                                -----------------------------------------------------------------------------------------
FFO                             $        5,631,744      296,625       5,928,369     5,136,975     294,523      5,431,498
                                =========================================================================================
</TABLE>


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

<TABLE>
<CAPTION>

                                      Three months ended March 31,
                                         2001                 2000
--------------------------------------------------------------------------------

<S>                          <C>                            <C>
Operating results:
      FFO                     $         5,928,369            5,431,498
      Depreciation and
      amortization of
      property and
      improvements                      2,633,705            2,504,492
                              --------------------------------------------------
Earnings from operations      $         3,294,664            2,927,006
                              ==================================================
</TABLE>

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  Lusing  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.

                                       6
<PAGE>

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

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

<TABLE>
<CAPTION>

                                                                                                  Three months ended March 31,
                                                                                                     2001            2000
----------------------------------------------------------------------------------------------------------------------------------

Numerator:

<S>                                                                                             <C>                  <C>
Net earnings                                                                                    $    3,294,664       2,927,006
     Dividends on unvested restricted share awards                                                     (70,082)        (67,866)
                                                                                                ----------------------------------
   Numerator for basic earnings per share--earnings available to common shareholders                 3,224,582       2,859,140
     Interest on subordinated debentures                                                               254,864              -
                                                                                                ----------------------------------
   Numerator for diluted earnings per share--earnings available to common shareholders               3,479,446       2,859,140
                                                                                                ==================================
Denominator: (1)
   Denominator for basic earnings per share--weighted average shares outstanding                    13,679,638      13,560,516
   Effect of dilutive securities:
     Debentures                                                                                      1,187,661              -
     Unvested portion of restricted share awards and share options                                      72,090           2,567
                                                                                                -----------------------------------
    Denominator for diluted earnings per share--adjusted weighted average shares                     14,939,389      13,563,083
                                                                                                ===================================

<FN>
(1)  Effects of potentially dilutive securities are presented only in periods in
     which they are dilutive.  At March 31, 2001, the  convertible  subordinated
     debentures,  if converted,  would produce an additional  816,762 shares and
     the Units, if exchanged, would produce an additional 3,339,099 shares.
</FN>
</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.  The balance of the debentures,  at March
31, 2001, of $8,576,000, if fully converted, would produce an additional 816,762
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.


                                       7
<PAGE>



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

The following  discussion  and analysis of operating  results covers each of the
Company's business segments for the three month periods ended March 31, 2001 and
March 31, 2000.
     Management  believes that a segment  analysis  provides the most  effective
means of  understanding  the  business.  Segment  data are  reported  using  the
accounting   policies  followed  by  the  Company  for  internal   reporting  to
management. These policies are the same as those used for external reporting.

Portfolio Changes

The operating results of shopping center  properties are affected  significantly
by acquisition and disposition  transactions  and openings of newly developed or
redeveloped  properties.  Information  related to shopping center  acquisitions,
dispositions and  developments/redevelopments  completed during 2001 and 2000 is
summarized in the following table:



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

Acquisitions
------------

Fullerton Plaza Shopping Center         March 2000
Stonehedge Square Shopping Center       February 2000

Development/Redevelopment
-------------------------

Waverly Woods Shopping Center           March 2001
Security Square Shopping Center         February 2001
Burke Town Plaza Shopping Center        December 2000
Glen Burnie Village Shopping Center     November 2000
Rosedale Plaza Shopping Center          August 2000


Comparison  of three months ended March 31, 2001 to three months ended March 31,
2000

Shopping Center Properties

Operating results are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                Three months ended March 31,
                                                                                    2001              2000
------------------------------------------------------------------------------------------------------------

<S>                                                                             <C>                 <C>
Revenues                                                                        $14,727             $13,410
Operating and interest expenses, exclusive of depreciation and amortization       8,178               7,443
Depreciation and amortization                                                     2,521               2,384
Minority interest                                                                   917                 830
                                                                                ---------------------------
Earnings from operations                                                        $ 3,111             $ 2,753
                                                                                ===========================
</TABLE>


     Revenues  from  shopping  centers  increased  by  $1,317,000  in  2001  due
primarily to the operations of the properties  acquired in 2000 ($312,000),  the
development/redevelopment  projects opened in 2001 and 2000 ($710,000) and other
net rental and occupancy changes.

                                       8

<PAGE>

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


Shopping Center Properties (continued)

     Operating   and  interest   expenses   (exclusive   of   depreciation   and
amortization) for shopping center  properties  increased by $735,000 in 2001 due
primarily to the acquisitions and  development/redevelopments  referred to above
($355,000).  Depreciation and amortization expense increased by $137,000 in 2001
due primarily to the acquisitions and redevelopments referred to above.


All Other Properties

Operating results are summarized as follows (in thousands):

<TABLE>
<CAPTION>

                                                                                Three months ended March 31,
                                                                                    2001              2000
-------------------------------------------------------------------------------------------------------------

<S>                                                                             <C>                 <C>
Revenues                                                                        $   519             $   449
Operating and interest expenses, exclusive of depreciation and amortization         213                 208
Depreciation and amortization                                                       113                 120
Minority interest                                                                    10                 (3)
Earnings from operaitons                                                        ---------------------------
                                                                                $   183             $   174
                                                                                ===========================
</TABLE>

Funds from Operations

The Company uses a supplemental  performance  measure along with net earnings to
report  its  operating  results.  This  measure  is  referred  to as Funds  from
Operations  ("FFO").  FFO is defined by the National  Association of Real Estate
Investment  Trusts,  Inc.  (NAREIT) as net earnings  computed in accordance with
GAAP,  excluding  cumulative  effects  of  changes  in  accounting   principles,
extraordinary   items  and  gains  or  losses  on  sales  of  properties,   plus
depreciation and amortization,  and after  adjustments to record  unconsolidated
partnerships  and joint ventures on the same basis.  FFO does not represent cash
flows from  operations as defined by GAAP. FFO is not indicative that cash flows
are  adequate  to fund  all  cash  needs  and  should  not be  considered  as an
alternative  to cash flows as a measure of liquidity.  The Company's FFO may not
be  comparable  to the FFO of other REIT's  because they may not use the current
NAREIT definition or they may interpret the definition differently.

FFO was  $5,928,000 and $5,431,000 for the three months ended March 31, 2001 and
2000, respectively. The reasons for significant changes in revenues and expenses
comprising FFO by segment are described above.


Liquidity and Capital Resources

The Company had cash and cash equivalents of  $114,972 at March 31, 2001.

     Net cash provided by operating  activities was $9,398,000 and $6,751,000 in
the three months ended March 31, 2001 and 2000, respectively. The change in cash
provided by operating  activities was due in part to the factors discussed above
in the  comparisons  of  operating  results.  The level of net cash  provided by
operating  activities  is also affected by the timing of receipt of revenues and
the payment of operating and interest expenses.

     Net cash used in investing activities decreased by $9,184,000 to $8,445,000
in 2001 from  $17,629,000  in 2000.  The Company  acquired  two  properties  for
approximately  $10,000,000 in 2000. There were no property acquisitions in 2001.
The decrease in cash used for  acquisitions  was  particularly  offset by higher
levels of development and redevelopment activity in 2001.

     Net cash used by  financing  activities  was  $948,000 in 2001 and net cash
provided by financing  activities was $11,886,000 in 2000.  Financing activities
provided  cash in 2000 due  primarily  to the use of credit line  borrowings  to
finance property  acquisitions.  The effect of the higher credit line borrowings
in  2000   ($15,100,000)  was  partially  offset  by  higher  share  repurchases
($2,158,000).


                                       9

<PAGE>

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

Cautionary Disclosure Relating to Forward Looking Statements
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, 2000.



Part II. OTHER INFORMATION


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

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

Item 3.  Defaults upon Senior Securities - None

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

Item 5.  Other Information -
Summary Financial Data

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


                                       10

<PAGE>


<TABLE>
                                              MID-ATLANTIC REALTY TRUST
                                                Summaary Financial Data
                                             (In thousands, except share
                                               data and per share data)
<CAPTION>
                                                                           Three months ended March 31,

                                                                      -----------------------------------------
                                                                           2001                    2000
                                                                      -----------------------------------------

<S>                                                                   <C>                                <C>
Revenues                                                              $     15,246                       13,909
                                                                      =========================================

Net earnings                                                          $      3,294                        2,927
                                                                      =========================================
                                                                      =========================================
Net earnings per share - basic                                        $       0.24                         0.21
                                                                      =========================================
                                                                      =========================================
Net earnings per share - diluted                                      $       0.23                         0.21
                                                                      =========================================

Total assets                                                          $    374,195                      348,673

Indebtedness-
    Total mortgages, convertible debentures, construction
    loans, notes and loans payable                                    $    231,482                      210,029
                                                                      =========================================

Funds from Operations (FFO) - (1)                                     $      5,928                        5,431
                                                                      =========================================

Net cash flow:
    Provided by operating activities                                  $      9,398                        6,751
    Used in investing activities                                      $     (8,445)                     (17,629)
    Provided (used) by financing activities                           $       (948)                      11,886
                                                                      =========================================

Cash dividends paid per share                                         $       0.28                         0.27
                                                                      =========================================

Weighted average number of shares outstanding - EPS:
    Basic                                                               13,679,638                   13,560,516
    Diluted                                                             14,939,389                   13,563,083
                                                                      =========================================

RECONCILIATION OF NET EARNINGS TO FFO

Net earnings                                                          $      3,294                        2,927
Depreciation                                                                 2,634                        2,504
                                                                      -----------------------------------------
FFO                                                                   $      5,928                        5,431
                                                                      =========================================

</TABLE>


(1) The Company believes that Funds from Operations (FFO) provides  relevant and
meaningful information about its operating performance that is necessary,  along
with net earnings,  for an  understanding of its operating  results.  Funds from
Operations  is defined by the  National  Association  of Real Estate  Investment
Trusts,  Inc.  (NAREIT) as net earnings  (computed in accordance  with generally
accepted  accounting  principles),  excluding  cumulative  effects of changes in
accounting  principles,  extraordinary  items  and  gains or  losses on sales of
properties, plus depreciation and amortization,  and after adjustments to record
unconsolidated  partnerships  and joint ventures on the same basis. FFO does not
represent cash flows from operations as defined by generally accepted accounting
principles  (GAAP).  FFO is not indicative  that cash flows are adequate to fund
all cash needs and should not be considered as an alternative to cash flows as a
measure of  liquidity.  The  Company's  FFO may not be  comparable to the FFO of
other REIT's because they may not use the current NAREIT  definition or they may
interpret the definition differently.


Item 6.  Exhibits and Reports on Form 8-K

         Form 8-K filed April 30, 2001 reporting selected financial information.



                                       11

<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:    04/30/01                      /s/ F. Patrick Hughes
                                       ---------------------
                                       F. Patrick Hughes
                                       President and Chief Executive Officer



Date:    04/30/01                      /s/ Janice C. Robinson
                                       ---------------------
                                       Janice C. Robinson
                                       Vice President and Controller



                                       12