EXHIBIT 3.1.3

                      LIBERTY PROPERTY TRUST

                      ARTICLES SUPPLEMENTARY

          ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF
                            A SERIES OF
      JUNIOR PARTICIPATING PREFERRED SHARES OF BENEFICIAL INTEREST

                                of

                       LIBERTY PROPERTY TRUST

Liberty Property Trust, a Maryland real estate investment trust (the 
"Trust") certifies to the State Department of Assessments and Taxation 
of Maryland that:

FIRST:  Pursuant to the authority vested in the Board of Trustees of the 
Trust (the "Board of Trustees") by Sections 3.2(e), 6.1 and 6.3 of the 
Amended and Restated Declaration of Trust of the Trust (the "Declaration 
of Trust") and by Section 8-203 of the Corporations and Associations 
Article of the Annotated Code of Maryland, the Board of Trustees by duly 
adopted resolution on December 17, 1997, has duly classified and 
designated 200,000 shares of the 200,000,000 authorized shares of 
beneficial interest in the Trust designated as "Series A Junior 
Participating Preferred Shares of Beneficial Interest," which possess 
the preferences conversion or other rights, restrictions, limitations as 
to dividends, qualifications and terms and conditions of redemption as 
set forth in these Articles Supplementary:

Section 1.  Designation and Amount.  The shares of such series shall be 
designated as "Series A Junior Participating Preferred Shares," par 
value $0.0001 per share, and the number of shares constituting such 
series shall be 200,000.

Section 2.  Dividends and Distributions.

             (A)  The holders of Series A Junior Participating Preferred 
Shares shall be entitled to receive, when, as and if declared by the 
Board of Trustees out of funds legally available for the purpose, 
quarterly dividends payable in cash on the last day of March, June, 
September and December in each year (each such date being referred to 
herein as a "Quarterly Dividend Payment Date"), commencing on the first 
Quarterly Dividend Payment Date after the first issuance of a share or 
fraction of a Series A Junior Participating Preferred Share, in an 
amount per share (rounded to the nearest cent) equal to the greater of 
(a) $0.01 or (b) subject to the provision for adjustment hereinafter set 
forth, 1,000 times the aggregate per share amount of all cash dividends, 
and 1,000 times the aggregate per share amount (payable in kind) of all 
non-cash dividends or other distributions other than a dividend payable 
in Common Shares or a subdivision of the outstanding Common Shares (by 
reclassification or otherwise), declared on the Common Shares, par value 
$0.001 per share, of the Trust (the "Common Shares") since the 
immediately preceding Quarterly Dividend Payment Date, or, with respect 
to the first Quarterly Dividend Payment Date, since the first issuance 
of any share or fraction of a Series A Junior Participating Preferred 
Share.  In the event the Trust shall at any time after December 17, 1997 
(the "Rights Declaration Date") (i) declare any dividend on Common 
Shares payable in Common Shares, (ii) subdivide the outstanding Common 
Shares, or (iii) combine the outstanding Common Shares into a smaller 
number of shares, then in each such case the amount to which holders of 
Series A Junior Participating Preferred Shares were entitled immediately 
prior to such event under clause (b) of the preceding sentence shall be 
adjusted by multiplying such amount by a fraction the numerator of which 
is the number of Common Shares outstanding immediately after such event 
and the denominator of which is the number of Common Shares that were 
outstanding immediately prior to such event.

             (B)  The Trust shall declare a dividend or distribution on 
the outstanding Series A Junior Participating Preferred Shares as 
provided in Paragraph (A) above immediately after it declares a dividend 
or distribution on the Common Shares (other than a dividend payable in 
Common Shares); provided that, in the event no dividend or distribution 
shall have been declared on the Common Shares during the period between 
any Quarterly Dividend Payment Date and the next subsequent Quarterly 
Dividend Payment Date, a dividend of $0.01 per share on the outstanding 
Series A Junior Participating Preferred Shares shall nevertheless be 
payable on such subsequent Quarterly Dividend Payment Date.

             (C)  Dividends shall begin to accrue and be cumulative on 
outstanding Series A Junior Participating Preferred Shares from the 
Quarterly Dividend Payment Date next preceding the date of issue of such 
Series A Junior Participating Preferred Shares, unless the date of issue 
of such shares is prior to the record date for the first Quarterly 
Dividend Payment Date, in which case dividends on such shares shall 
begin to accrue from the date of issue of such shares, or unless the 
date of issue is a Quarterly Dividend Payment Date or is a date after 
the record date for the determination of holders of Series A Junior 
Participating Preferred Shares entitled to receive a quarterly dividend 
and before such Quarterly Dividend Payment Date, in either of which 
events such dividends shall begin to accrue and be cumulative from such 
Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not 
bear interest.  Dividends paid on the Series A Junior Participating 
Preferred Shares in an amount less than the total amount of such 
dividends at the time accrued and payable on such shares shall be 
allocated pro rata on a share-by-share basis among all such shares at 
the time outstanding.  The Board of Trustees may fix a record date for 
the determination of holders of Series A Junior Participating Preferred 
Shares entitled to receive payment of a dividend or distribution 
declared thereon, which record date shall be no more than thirty (30) 
days prior to the date fixed for the payment thereof.

Section 3.  Voting Rights.  The holders of Series A Junior Participating 
Preferred Shares shall have the following voting rights:

             (A)  Subject to the provision for adjustment hereinafter 
set forth, each share of Series A Junior Participating Preferred Shares 
shall entitle the holder thereof to 1,000 votes on all matters submitted 
to a vote of the shareholders of the Trust.  In the event the Trust 
shall at any time after the Rights Declaration Date (i) declare any 
dividend on Common Shares payable in Common Shares, (ii) subdivide the 
outstanding Common Shares, or (iii) combine the outstanding Common 
Shares into a smaller number of shares, then in each such case the 
number of votes per share to which holders of Series A Junior 
Participating Preferred Shares were entitled immediately prior to such 
event shall be adjusted by multiplying such number by a fraction the 
numerator of which is the number of Common Shares outstanding 
immediately after such event and the denominator of which is the number 
of Common Shares that were outstanding immediately prior to such event.

             (B)  Except as otherwise provided herein or by law, the 
holders of Series A Junior Participating Preferred Shares and the 
holders of Common Shares shall vote together as one class on all matters 
submitted to a vote of shareholders of the Trust.

             (C)(i)  If at any time dividends on any Series A Junior 
Participating Preferred Shares shall be in arrears in an amount equal to 
six (6) quarterly dividends thereon, the occurrence of such contingency 
shall mark the beginning of a period  (herein called a "default period") 
which shall extend until such time when all accrued and unpaid  
dividends for all previous quarterly dividend  periods and for the 
current quarterly dividend period on all Series A Junior  Participating 
Preferred Shares then outstanding shall have been declared and paid or 
set apart for  payment.  During each default period, all holders of 
Preferred Shares (including holders of the Series A Junior Participating 
Preferred Shares) with dividends in arrears in an amount equal to six 
(6) quarterly dividends thereon, voting as a class, irrespective of 
series, shall have the right to elect two (2) Trustees.

                (ii)  During any default period, such voting right of 
the holders of Series A Junior Participating Preferred Shares may be 
exercised initially at a special meeting called pursuant to subparagraph 
(iii) of this Section 3(C) or at any annual meeting of shareholders, and 
thereafter at annual meetings of shareholders, provided that such voting 
right shall not be exercised unless the holders of ten percent (10%) in 
number of Preferred Shares outstanding shall be present in person or by 
proxy.  The absence of a quorum of the holders of Common Shares shall 
not affect the exercise by the holders of Preferred Shares of such 
voting right.  At any meeting at which the holders of Preferred Shares 
shall exercise such voting right initially during an existing default 
period, they shall have the right, voting as a class, to elect Trustees 
to fill such vacancies, if any, in the Board of Trustees as may then 
exist up to two (2) Trustees or, if such right is exercised at an annual 
meeting, to elect two (2) Trustees.  If the number which may be so 
elected at any special meeting does not amount to the required number, 
the holders of the Preferred Shares shall have the right to make such 
increase in the number of Trustees as shall be necessary to permit the 
election by them of the required number.  After the holders of the 
Preferred Shares shall have exercised their right to elect Trustees in 
any default period and during the continuance of such period, the number 
of Trustees shall not be increased or decreased except by vote of the 
holders of Preferred Shares as herein provided or pursuant to the rights 
of any equity securities ranking senior to or pari passu with the Series 
A Junior Participating Preferred Shares.

                (iii)  Unless the holders of Preferred Shares shall, 
during an existing default period, have previously exercised their right 
to elect Trustees, the Board of Trustees may order, or any shareholder 
or shareholders owning in the aggregate not less than ten percent (10%) 
of the total number of Preferred Shares outstanding, irrespective of 
series, may request, the calling of a special meeting of the holders of 
Preferred Shares, which meeting shall thereupon be called by the 
President, a Vice-President or the Secretary of the Trust.  Notice of 
such meeting and of any annual meeting at which holders of Preferred 
Shares are entitled to vote pursuant to this Paragraph (C)(iii) shall be 
given to each holder of record of Preferred Shares by mailing a copy of 
such notice to such holder at such holder's last address as the same 
appears on the books of the Trust.  Such meeting shall be called for a 
time not earlier than twenty (20) days and not later than sixty (60) 
days after such order or request, or in default of the calling of such 
meeting within sixty (60) days after such order or request, such meeting 
may be called on similar notice by any shareholder or shareholders 
owning in the aggregate not less than ten percent (10%) of the total 
number of Preferred Shares outstanding.  Notwithstanding the provisions 
of this Paragraph (C)(iii), no such special meeting shall be called 
during the period within sixty (60) days immediately preceding the date 
fixed for the next annual meeting of the shareholders.

                 (iv)  In any default period, the holders of Common 
Shares, and other classes of shares of the Trust if applicable, shall 
continue to be entitled to elect the whole number of Trustees until the 
holders of Preferred Shares shall have exercised their right to elect 
two (2) Trustees voting as a class, after the exercise of which right 
(x) the Trustees so elected by the holders of Preferred Shares shall 
continue in office until their successors shall have been elected by 
such holders or until the expiration of the default period, and (y) any 
vacancy in the Board of Trustees may (except as provided in Paragraph 
(C)(ii) of this Section 3) be filled by vote of a majority of the 
remaining Trustees theretofore elected by the holders of the class of 
stock which elected the Trustee whose office shall have become vacant.  
References in this Paragraph (C) to Trustees elected by the holders of a 
particular class of stock shall include Trustees elected by such 
Trustees to fill vacancies as provided in clause (y) of the foregoing 
sentence.

                  (v)  Immediately upon the expiration of a default 
period, (x) the right of the holders of Preferred Shares as a class to 
elect Trustees shall cease, (y) the term of any Trustees elected by the 
holders of Preferred Shares as a class shall terminate, and (z) the 
number of Trustees shall be such number as may be provided for in the 
Declaration of Trust or By-laws of the Trust irrespective of any 
increase made pursuant to the provisions of Paragraph (C)(ii) of this 
Section 3 (such number being subject, however, to change thereafter in 
any manner provided by law or in the Declaration of Trust or By-laws of 
the Trust).  Any vacancies in the Board of Trustees effected by the 
provisions of clauses (y) and (z) in the preceding sentence may be 
filled by a majority of the remaining Trustees.

             (D)  Except as set forth herein, holders of Series A Junior 
Participating Preferred Shares shall have no special voting rights and 
their consent shall not be required (except to the extent they are 
entitled to vote with holders of Common Shares as set forth herein) for 
taking any corporate action.

Section 4.  Certain Restrictions.

             (A)  Whenever quarterly dividends or other dividends or 
distributions payable on the Series A Junior Participating Preferred 
Shares as provided in Section 2 hereof are in arrears, thereafter and 
until all accrued and unpaid dividends and distributions, whether or not 
declared, on Series A Junior Participating Preferred Shares outstanding 
shall have been paid in full, the Trust shall not:

                  (i)  declare or pay dividends on, make  any other 
distributions on, or redeem or purchase or otherwise acquire for 
consideration any shares of stock ranking junior (either as to dividends 
or upon liquidation, dissolution or winding up) to the Series A Junior 
Participating Preferred Shares;

                  (ii)  declare or pay dividends on or make any other 
distributions on any shares of stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with the 
Series A Junior Participating Preferred Shares, except dividends paid 
ratably on the Series A Junior Participating Preferred Shares and all 
such parity stock on which dividends are payable or in arrears in 
proportion to the total amounts to which the holders of all such shares 
are then entitled;

                  (iii)  redeem or purchase or otherwise acquire for 
consideration shares of any stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with the 
Series A Junior Participating Preferred Shares, provided that the Trust 
may at any time redeem, purchase or otherwise acquire shares of any such 
parity stock in exchange for shares of any stock of the Trust ranking 
junior (either as to dividends or upon dissolution, liquidation or 
winding up) to the Series A Junior Participating Preferred Shares; or

                  (iv)  purchase or otherwise acquire for consideration 
any Series A Junior Participating Preferred Shares, or any shares of 
stock ranking on a parity (either as to dividends or upon liquidation, 
dissolution or winding up) with the Series A Junior Participating 
Preferred Shares, except in accordance with a purchase offer made in 
writing or by publication (as determined by the Board of Trustees) to 
all holders of such shares upon such terms as the Board of Trustees, 
after consideration of the respective annual dividend rates and other 
relative rights and preferences of the respective series and classes, 
shall determine in good faith will result in fair and equitable 
treatment among the respective series or classes.

             (B)  The Trust shall not permit any subsidiary of the Trust 
to purchase or otherwise acquire for consideration any shares of the 
Trust unless the Trust could, under Paragraph (A) of this Section 4, 
purchase or otherwise acquire such shares at such time and in such 
manner.

Section 5.  Reacquired Shares.  Any Series A Junior Participating 
Preferred Shares purchased or otherwise acquired by the Trust in any 
manner whatsoever shall be retired and canceled promptly after the 
acquisition thereof.  All such shares shall upon their cancellation 
become authorized but unissued Preferred Shares and may be reissued as 
part of a new series of Preferred Shares to be created by resolution or 
resolutions of the Board of Trustees, subject to the conditions and 
restrictions on issuance set forth herein.

Section 6.  Liquidation, Dissolution or Winding Up.

             (A)  Upon any liquidation (voluntary or otherwise), 
dissolution or winding up of the Trust, no distribution shall be made to 
the holders of shares of stock ranking junior (either as to dividends or 
upon liquidation, dissolution or winding up) to the Series A Junior 
Participating Preferred Shares unless, prior thereto, the holders of 
Series A Junior Participating Preferred Shares shall have received an 
amount equal to $100,000 per share of Series A Junior Participating 
Preferred Shares, plus an amount equal to accrued and unpaid dividends 
and distributions thereon, whether or not declared, to the date of such 
payment (the "Series A Liquidation Preference").  Following the payment 
of the full amount of the Series A Liquidation Preference, no additional 
distributions shall be made to the holders of Series A Junior 
Participating Preferred Shares unless, prior thereto, the holders of 
Common Shares shall have received an amount per share (the "Common 
Adjustment") equal to the quotient obtained by dividing (i) the Series A 
Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set 
forth in subparagraph (C) below to reflect such events as stock splits, 
stock dividends and recapitalizations with respect to the Common Shares) 
(such number in clause (ii), the "Adjustment Number").  Following the 
payment of the full amount of the Series A Liquidation Preference and 
the Common Adjustment in respect of all outstanding Series A Junior 
Participating Preferred Shares and Common Shares, respectively, holders 
of Series A Junior Participating Preferred Shares and holders of Common 
Shares shall receive their ratable and proportionate share of the 
remaining assets to be distributed in the ratio of the Adjustment Number 
to 1 with respect to such Preferred Shares and Common Shares, on a per 
share basis, respectively.

             (B)  In the event, however, that there are not sufficient 
assets available to permit payment in full of the Series A Liquidation 
Preference and the liquidation preferences of all other series of 
Preferred Shares, if any, which rank on a parity (either as to dividends 
or upon liquidation, dissolution or winding up) with the Series A Junior 
Participating Preferred Shares, then such remaining assets shall be 
distributed ratably to the holders of such parity shares in proportion 
to their respective liquidation preferences.  In the event, however, 
that there are not sufficient assets available to permit payment in full 
of the Common Adjustment, then such remaining assets shall be 
distributed ratably to the holders of Common Shares.

             (C)  In the event the Trust shall at any time after the 
Rights Declaration Date (i) declare any dividend on Common Shares 
payable in Common Shares, (ii) subdivide the outstanding Common Shares, 
or (iii) combine the outstanding Common Shares into a smaller number of 
shares, then in each such case the Adjustment Number in effect 
immediately prior to such event shall be adjusted by multiplying such 
Adjustment Number by a fraction the numerator of which is the number of 
Common Shares outstanding immediately after such event and the 
denominator of which is the number of Common Shares that were 
outstanding immediately prior to such event.

Section 7.  Consolidation, Merger, etc.  In case the Trust shall enter 
into any consolidation, merger, combination or other transaction in 
which the Common Shares are exchanged for or changed into other stock or 
securities, cash and/or any other property, then in any such case the 
Series A Junior Participating Preferred Shares shall at the same time be 
similarly exchanged or changed in an amount per share (subject to the 
provision for adjustment hereinafter set forth) equal to 1,000 times the 
aggregate amount of stock, securities, cash and/or any other property 
(payable in kind), as the case may be, into which or for which each 
Common Share is changed or exchanged.  In the event the Trust shall at 
any time after the Rights Declaration Date (i) declare any dividend on 
Common Shares payable in Common Shares, (ii) subdivide the outstanding 
Common Shares or (iii) combine the outstanding Common Shares into a 
smaller number of shares, then in each such case the amount set forth in 
the preceding sentence with respect to the exchange or change of Series 
A Junior Participating Preferred Shares shall be adjusted by multiplying 
such amount by a fraction the numerator of which is the number of Common 
Shares outstanding immediately after such event and the denominator of 
which is the number of Common Shares that were outstanding immediately 
prior to such event.

Section 8.  No Redemption.  The Series A Junior Participating Preferred 
Shares shall not be redeemable.

Section 9.  Amendment.  The Declaration of Trust of the Trust shall not 
be further amended in any manner which would materially alter or change 
the powers, preferences or special rights of the Series A Junior 
Participating Preferred Shares so as to affect them adversely without 
the affirmative vote of the holders of a majority or more of the 
outstanding Series A Junior Participating Preferred Shares, voting 
separately as a class.

Section 10.  Fractional Shares.  Series A Junior Participating Preferred 
Shares may be issued in fractions of a share which shall entitle the 
holder, in proportion to such holder's fractional shares, to exercise 
voting rights, receive dividends, participate in distributions and to 
have the benefit of all other rights of holders of Series A Junior 
Participating Preferred Shares.

SECOND:  The Series A Junior Participating Preferred Shares have been 
classified and designated by the Board of Trustees under authority 
contained in the Declaration of Trust.

THIRD:  These Articles Supplementary have been approved by the Board of 
Trustees in the manner and by the vote required by law.

FOURTH:  These Articles Supplementary shall be effective at the time the 
State Department of Assessments and Taxation accepts these Articles 
Supplementary for record.

FIFTH:  The undersigned Chairman of the Board of Trustees and Chief 
Executive Officer of the Trust acknowledges these Articles Supplementary 
to be the act of the Trust and, as to all matters of fact required to be 
verified under oath, the undersigned Chairman of the Board of Trustees 
and Chief Executive Officer of the Trust acknowledges that to the best 
of his knowledge, information and belief, these matters and facts are 
true in all material respects and that this statement is made under 
penalties for perjury.

IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to 
be executed under seal in its name and in its behalf by the Chairman of 
the Board of Trustees and Chief Executive Officer and attested to by its 
Secretary on this 23rd day of December, 1997.


LIBERTY PROPERTY TRUST


By: /s/ Willard G. Rouse IIII           (SEAL)
--------------------------------------- 
Willard G. Rouse III, Chairman of the Board of
Trustees and Chief Executive Officer

Attest:


/s/ James J. Bowes                      (SEAL)
--------------------------------------- 
James J. Bowes, Secretary