FORM 10-Q/A
                 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/A



(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, 2002
                               -------------------------------------------------
 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from                  to
                               ----------------    -----------------------------

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

                 Mid-Atlantic Realty  Trust
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

            Maryland                                       52-1832411
--------------------------------                     -----------------------
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                            Identification No.)


170 West Ridgely Road, Suite 300 - Lutherville, Maryland     21093
-------------------------------------------------------- --------------
(Address of Principal Executive Offices)                   (Zip Code)

Registrant's Telephone Number, Including Area Code       (410) 684-2000
                                                         --------------


--------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
 Report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                         X   Yes        No
                      ------     ------


17,423,909 Common Shares were outstanding as of April 24, 2002.

This 10-Q/A is being filed to correct a typographical error in Part I, Item 1 in
the Consolidated Statements of Operations (Unaudited) under the caption "Minimum
Rents" for the three months ended March 31, 2002.


                                       1

<PAGE>


                            MID-ATLANTIC REALTY TRUST
                                AND SUBSIDIARIES




Part I.   FINANCIAL INFORMATION


     Item 1.   CONSOLIDATED FINANCIAL STATEMENTS

                   CONSOLIDATED BALANCE SHEETS

                   CONSOLIDATED STATEMENTS OF OPERATIONS

                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

    Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Part II.  OTHER INFORMATION


    Item 1.    LEGAL PROCEEDINGS

    Item 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

    Item 3.    DEFAULTS UPON SENIOR SECURITIES

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

    Item 5.    OTHER INFORMATION

    Item 6.    EXHIBITS AND REPORTS ON FORM 8-K


                                       2
<PAGE>

<TABLE>


                                              MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                                                      Consolidated Balance Sheets
<CAPTION>

                                                                                                             As of
                                                                                               March 31, 2002     December 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 (UNAUDITED)
<S>                                                                                      <C>                            <C>
ASSETS
Properties:
    Operating properties                                                                 $      442,193,002             441,313,588
    Less accumulated depreciation and amortization                                               84,339,264              81,465,520
                                                                                         ------------------------------------------
                                                                                                357,853,738             359,848,068
    Properties in development                                                                    18,659,030              16,010,962
    Properties held for development or sale                                                       3,288,171               3,288,171
                                                                                         ------------------------------------------
                                                                                                379,800,939             379,147,201

    Cash and cash equivalents                                                                     5,568,581               2,602,202
    Notes and accounts receivable - tenants and other                                             1,930,642               2,304,973
    Prepaid expenses and deposits                                                                 2,584,864               3,270,013
    Deferred financing costs, net                                                                 2,114,741               2,239,174
                                                                                         ------------------------------------------
                                                                                         $      391,999,767             389,563,563
                                                                                         ==========================================
LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Accounts payable and accrued expenses                                                $        9,254,634               9,269,339
    Notes payable                                                                                22,000,000              42,500,000
    Construction loans payable                                                                   16,127,316              24,387,289
    Mortgages payable                                                                           173,200,831             170,270,077
    Convertible subordinated debentures                                                           4,524,000               4,784,000
    Deferred income                                                                                 916,154                 938,596
                                                                                         ------------------------------------------
                                                                                                226,022,935             252,149,301
                                                                                         ------------------------------------------
Minority interest in consolidated joint ventures                                                 32,184,733              32,819,374
                                                                                         ------------------------------------------

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 17,229,392 and 15,103,221 shares, respectively      172,294                 151,032
    Additional paid-in capital                                                                  168,154,399             138,267,358
    Distributions in excess of accumulated earnings                                             (34,534,594)            (33,823,502)
                                                                                         ------------------------------------------
                                                                                                133,792,099             104,594,888
                                                                                         ------------------------------------------
                                                                                         ------------------------------------------
                                                                                         $      391,999,767             389,563,563
                                                                                         ==========================================

See accompanying notes to consolidated financial statements.

</TABLE>
                                       3


<PAGE>

<TABLE>


                   MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (UNAUDITED)
<CAPTION>
                                                           Three months ended March 31,
                                                             2002               2001
------------------------------------------------------------------------------------------
<S>                                                    <C>                      <C>
REVENUES:
    Minimum rents                                      $    12,710,274          12,243,276
    Percentage rents                                           356,732             335,841
    Tenant recoveries                                        2,653,081           2,451,465
    Other                                                      175,461             215,506
                                                       -----------------------------------
                                                            15,895,548          15,246,088
                                                       -----------------------------------
EXPENSES:
    Interest                                                 4,194,271           4,356,003
    Depreciation and amortization
     of property and improvements                            2,906,469           2,633,705
    Operating                                                3,433,282           3,223,968
    General and administrative                                 718,914             810,716
                                                       -----------------------------------
                                                            11,252,936          11,024,392
                                                       -----------------------------------
EARNINGS FROM OPERATIONS BEFORE MINORITY INTEREST            4,642,612           4,221,696
                                                       -----------------------------------
Minority interest                                             (864,472)           (927,032)
                                                       -----------------------------------
NET EARNINGS                                           $     3,778,140           3,294,664
                                                       ===================================
                                                       -----------------------------------
NET EARNINGS PER SHARE - BASIC                         $          0.24                0.24
                                                       ===================================
                                                       -----------------------------------
NET EARNINGS PER SHARE - DILUTED                       $          0.24                0.23
                                                       ===================================

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

                                       4

<PAGE>
<TABLE>


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

                                                                                         Three months ended March 31,
                                                                                         2002                  2001
            ------------------------------------------------------------------------------------------------------------------
            <S>                                                                          <C>                   <C>
            CASH FLOWS FROM OPERATING ACTIVITIES:
               Net earnings                                                     $          3,778,140           3,294,664
               Adjustments to reconcile net earnings to net
                 cash provided by operating activities:
                  Depreciation and amortization                                            2,906,469           2,633,705
                  Minority interest in earnings                                              864,472             927,032
                  Amortization of deferred financing costs                                   150,067             128,658
                  Changes in operating assets and liabilities:
                    Decrease in assets                                                     1,059,480           1,558,796
                    Increase (decrease) in liabilities                                       (37,147)            612,126
                 Other, net                                                                   91,796              34,316
                                                                                ----------------------------------------
                 Total adjustments                                                         5,035,137           5,894,633
                                                                                ----------------------------------------
                      NET CASH PROVIDED BY OPERATING ACTIVITIES                            8,813,277           9,189,297
                                                                                ----------------------------------------
            CASH FLOWS FROM INVESTING ACTIVITIES:
               Additions to properties                                                    (3,521,981)         (7,375,634)
               Payments to minority partners                                              (1,187,503)         (1,069,021)
                                                                                ----------------------------------------
                      NET CASH USED BY INVESTING ACTIVITIES                               (4,709,484)         (8,444,655)
                                                                                ----------------------------------------
            CASH FLOWS FROM FINANCING ACTIVITIES:
               Proceeds from notes payable                                                30,000,000          26,500,000
               Principal payments on notes payable                                       (50,500,000)        (23,000,000)
               Proceeds from mortgages payable                                            10,700,000                   -
               Principal payments on mortgages payable                                    (7,769,246)           (688,498)
               Proceeds from construction loans payable                                    2,800,000                   -
               Principal payments on construction loans payable                          (11,059,973)                  -
               Deferred interest on construction loans payable                                     -             208,314
               Deferred financing costs                                                      (18,472)             (4,825)
               Proceeds from exercise of share options                                       614,692             165,332
               Net proceeds from sale of common shares                                    28,584,817                   -
               Dividends paid                                                             (4,489,232)         (3,919,679)
                                                                                ----------------------------------------
                      NET CASH  USED  BY FINANCING ACTIVITIES                             (1,137,414)           (739,356)
                                                                                ----------------------------------------
            NET INCREASE IN CASH AND CASH EQUIVALENTS                                      2,966,379               5,286

            CASH AND CASH EQUIVALENTS, beginning of period                                 2,602,202             109,686
                                                                                ----------------------------------------
            CASH AND CASH EQUIVALENTS, end of period                            $          5,568,581             114,972
                                                                                ========================================
            SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
               Conversion of subordinated debentures, net of deferred
                 financing costs                                                $            257,982           4,444,474
               Conversion of Operating Partnership Units                                     311,610             520,578
                                                                                ========================================
See accompanying notes to consolidated financial statements.

</TABLE>

                                       5
<PAGE>
                            MID-ATLANTIC REALTY TRUST
                   Notes To Consolidated Financial Statements
                                   (UNAUDITED)

Organization

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

Description of Business

The Company is a fully  integrated,  self-administered  real  estate  investment
trust which owns, acquires, develops,  redevelops,  leases and manages primarily
neighborhood or community  shopping centers in the Middle Atlantic region of the
United  States of America.

The Company has an equity interest in 39 operating shopping centers, 33 of which
are wholly  owned by the  Company  and six in which the  Company  has  interests
ranging  from 50% to 93%, as well as other  commercial  properties.  The Company
also owns  approximately  78 acres of undeveloped  land parcels  varying in size
from three to thirty-one 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 85% of the Units at March 31, 2002.

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  accounting  principles
generally  accepted in the United States of America.  The  financial  statements
have been prepared using the accounting policies described in the Company's 2001
annual  report on Form 10-K.  The  consolidated  balance  sheets as of March 31,
2002,  the  consolidated  statements of operations  and cash flows for the three
month  periods ended March 31, 2002 and March 31, 2001 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, 2002 are not  necessarily
indicative of the operating results for the full year.

Segment Information

The Company's only reportable segment is Shopping Centers. This segment includes
the operation and  management of shopping  center  properties,  and revenues are
derived  primarily  from rents and  services to tenants.  These  properties  are
managed  separately  from the other property types owned by the Company  because
they require different operating  strategies and management  expertise.

Segment  operating  results are  measured and  assessed  based on a  performance
measure known as Funds from Operations  ("FFO").  FFO is defined as net earnings
(computed in accordance with  accounting  principles  generally  accepted in the
United States of America), 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 accounting  principles generally accepted in the United States of America, 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.

                                       6


<PAGE>

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

Operating results for the segments are summarized as follows for the three month periods ended March 31, 2002 and March 31, 2001:


<CAPTION>


                                                              Three months ended March 31,
                                                     2002                                        2001
-----------------------------------------------------------------------------------------------------------------------
                                     Shopping          All                         Shopping        All
                                     Centers          Other           Total         Centers       Other         Total
-----------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>          <C>           <C>             <C>         <C>
Revenues                     $       15,338,670       556,878      15,895,548    14,726,785      519,303     15,246,088
Expenses, exclusive of
    depreciation and
    amortization of property
    and improvements                  8,138,186       208,281       8,346,467     8,177,793      212,894      8,390,687
Minority Interest                       846,247        18,225         864,472       917,248        9,784        927,032
                             ------------------------------------------------------------------------------------------
FFO                          $        6,354,237       330,372       6,684,609     5,631,744      296,625      5,928,369
                             ==========================================================================================

A reconciliation of FFO reported above to net earnings in the financial statements is summarized as follows:
</TABLE>

                                        Three months ended March 31,
                                        2002                 2001
-----------------------------------------------------------------------
Operating results:
      FFO                     $          6,684,609          5,928,369
      Depreciation and
      amortization of
      property and
      improvements                       2,906,469          2,633,705
                              ---------------------------------------
Net earnings                  $          3,778,140          3,294,664
                              =======================================

                                       7
<PAGE>

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

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,
                                                                                                2002               2001
                                                                                                ----               ----
<S>                                                                                           <C>                 <C>
Numerator:
     Net earnings                                                                             $  3,778,140        3,294,664
         Dividends on unvested restricted share awards                                             (62,519)         (70,082)
                                                                                              -----------------------------
     Numerator for basic earnings per share-earnings available to common shareholders            3,715,621        3,224,582
         Interest on subordinated debentures                                                        90,430          254,864
                                                                                              -----------------------------
     Numerator for diluted earnings per share-earnings available to common shareholders       $  3,806,051        3,479,446
                                                                                              =============================
Denominator: (1)
     Denominator for basic earnings per share--weighted average shares outstanding              15,427,779       13,679,638
     Effect of dilutive securities:
         Debentures                                                                                445,291        1,187,661
         Unvested portion of restricted share awards and share options                             114,720           72,090
                                                                                              -----------------------------
     Denominator for diluted earnings per share--adjusted weighted and average shares           15,987,790       14,939,389
                                                                                              =============================
<FN>
(1) Effects of potentially  dilutive securities are presented only in periods in
which  they are  dilutive.  At March  31,  2002,  the  convertible  subordinated
debentures,  if converted,  would produce an additional  430,857  shares and the
Units, if exchanged, would produce an additional 3,008,532 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, 2002, of $4,524,000, if fully converted, would produce an additional 430,857
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.


Sale of Common Shares of Beneficial Interest

On March 12,  2002,  the  Company  completed  the  public  offering  and sale of
2,000,000  common shares of beneficial  interest at a price of $15.10 per share.
The net proceeds of the sale of approximately $28,585,000 were used to repay one
mortgage  loan and pay down the line of credit.  On April 4, 2002, an additional
300,000  shares were sold at the same price upon  exercise of the  underwriters'
over-allotment option. The net proceeds of this sale of approximately $4,298,000
were also used to pay down the line of credit.

                                       8
<PAGE>



Part I. FINANCIAL INFORMATION
ITEM 2.

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

The following  discussion  and analysis of operating  results covers each of the
Company's business segments for the three month periods ended March 31, 2002 and
March 31, 2001.
     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 and
developments/redevelopments  completed during 2002 and 2001 is summarized in the
following table:

                                        Transacting or
Property                                Opening Date
------------------------------------------------------
Acquisitions
------------
Pottstown Plaza Shopping Center         October 2001

Development/Redevelopment
-------------------------
Waverly Woods Shopping Center           March 2001
Security Square Shopping Center         February 2001
<TABLE>
<CAPTION>

Comparison of three months ended March 31, 2002 to three months ended March 31, 2001:

Shopping Center Properties

Operating results are summarized as follows (in thousands):

                                                                                Three months ended March 31,
                                                                                   2002            2001
                                                                                   ----            ----
<S>                                                                              <C>               <C>
Revenues                                                                         $  15,339         14,727
Operating and interest expenses, exclusive of depreciation and amortization          8,138          8,178
Depreciation and amortization                                                        2,789          2,521
Minority interest                                                                      846            917
                                                                                 ------------------------
Earnings from operations                                                         $   3,566          3,111
                                                                                 ========================
</TABLE>

     Revenues from shopping centers  increased by $612,000 in 2002 due primarily
to the operations of the property acquired in 2001 and development/redevelopment
projects opened in 2001,  $1,038,000.  This increase was partially offset by the
effects of redevelopment at Smoketown Plaza Shopping Center, $131,000, and other
net rental and occupancy changes $295,000.

     Operating   and  interest   expenses   (exclusive   of   depreciation   and
amortization)  for  shopping  center  properties  decreased  by $40,000 in 2002.
Increases in operating  expenses,  due  primarily to the  operations of property
acquired  in  2001  and  development/redevelopment   projects  opened  in  2001,
$628,000,  were offset by a decrease  in interest  expense due to lower rates on
variable  rate  debt  and the  effects  of debt  refinancings  and  retirements.
Depreciation  and  amortization  expense  increased  by  $268,000  in  2002  due
primarily to the acquisitions and development/redevelopment projects referred to
above.

                                       9
<PAGE>

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

All Other Properties

Operating results are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                            Three months ended March 31,
                                                                                               2002               2001
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                         <C>
Revenues                                                                               $         557              519
Operating and interest expenses, exclusive of depreciation and amortization                      208              213
Depreciation and amortization                                                                    118              113
Minority interest                                                                                 18               10
                                                                                       ------------------------------
Earnings from operations                                                               $         213              183
                                                                                       ==============================
</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
accounting principles generally accepted in the United States of America (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  $6,685,000 and $5,928,000 for the three months ended March 31, 2002 and
2001, respectively. The reasons for significant changes in revenues and expenses
comprising FFO by segment are described above.

Liquidity and Capital Resources

On March 12,  2002,  the  Company  completed  the  public  offering  and sale of
2,000,000  common shares of beneficial  interest at a price of $15.10 per share.
The net proceeds of the sale of approximately $28,585,000 were used to repay one
mortgage  loan and pay down the line of credit.  On April 4, 2002, an additional
300,000  shares were sold at the same price upon  exercise of the  underwriters'
over-allotment option. The net proceeds of this sale of approximately $4,298,000
were also used to pay down the line of credit.

     The Company had cash and cash equivalents of $5,568,581 at March 31, 2002.

     Net cash provided by operating activities was $8,813,000 and $9,189,000 for
the three months ended March 31, 2002 and 2001, respectively. The change in cash
provided by operating  activities was due in part to the factors discussed above
in the  comparisons  of  operating  results.  The level of net cash  provided by
operating  activities  is also affected by the timing of receipt of revenues and
the payment of operating and interest expenses.

     Net cash used by investing activities decreased by $3,736,000 to $4,709,000
in 2002 from  $8,445,000 in 2001. The decrease was due primarily to lower levels
of development/redevelopment activity in 2002.

     Net cash used by financing  activities  increased by $398,000 to $1,137,000
in 2002 from  $739,000 in 2001.  The increase  was  primarily a result of higher
levels  of net debt  principal  pay downs of  $28,849,000,  and an  increase  in
dividends  paid of $570,000,  partly  offset by the proceeds from sale of common
shares of $28,585,000 and an increase in proceeds from exercise of share options
of $449,000.

                                       10
<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, 2001, except that variable rate debt outstanding  decreased from $57,998,000
at December 31, 2001 to $29,298,000 at March 31, 2002.

                                       11
<PAGE>

Part II. OTHER INFORMATION


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

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

Item 3. Defaults upon Senior Securities - None

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

                                       12
<PAGE>

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.

<TABLE>

                            MID-ATLANTIC REALTY TRUST

                             Summary Financial Data
              (in thousands, except share data and per share data)
<CAPTION>

                                                          Three months ended March 31,
                                                         ------------------------------
                                                            2002              2001
                                                         ------------------------------
<S>                                                      <C>                     <C>
  Revenues                                               $     15,896            15,246
                                                         ------------------------------

  Net earnings                                           $      3,778             3,295
                                                         ------------------------------
                                                         ------------------------------
  Net earnings per share - basic                         $       0.24              0.24
                                                         ------------------------------
                                                         ------------------------------
  Net earnings per share - diluted                       $       0.24              0.23
                                                         ------------------------------
  Total assets                                           $    392,000           374,195
  Indebtedness -
     Total mortgages, convertible debentures,
       construction loans, notes and loans payable            215,852           231,482
                                                         ------------------------------
  Funds from Operations (FFO) - (1)                      $      6,685             5,928
                                                         ------------------------------
  Net cash flow:
     Provided by operating activities                    $      8,813             9,189
     Used by investing activities                        $     (4,709)           (8,445)
     Used by financing activities                        $     (1,137)             (739)
                                                         ------------------------------
  Cash dividends paid per share                          $     0.2950            0.2825
                                                         ------------------------------
  Weighted average number of shares outstanding - EPS:
     Basic                                                 15,427,779        13,679,638
     Diluted                                               15,987,790        14,939,389
                                                         ------------------------------

  RECONCILIATION OF NET EARNINGS TO FFO

  Net earnings                                           $      3,778            3,294
  Depreciation and amortization                                 2,907            2,634
                                                         -----------------------------
  FFO                                                    $      6,685            5,928
                                                         -----------------------------
</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 accounting
principles  generally  accepted  in the  United  States of  America),  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
accounting principles generally accepted in the United States of America (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.

                                       13
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

          (b) Form  8-K  filed  April  30,  2002  reporting  selected  financial
          information under Items 7 and 9.


                                       14

<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:    04/30/02                 /s/ F. Patrick Hughes
     ------------------------     ----------------------------------------
                                  F. Patrick Hughes
                                  President and Chief Executive Officer







Date:    04/30/02                 /s/ Deborah R. Cheek
     ------------------------     ----------------------------------------
                                  Deborah R. Cheek
                                  Controller