EXHIBIT 4.7

                            [FACE OF NOTE]

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE 
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR 
A NOMINEE THEREOF.  THIS NOTE MAY NOT BE TRANSFERRED TO, OR REGISTERED 
OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER 
THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE 
REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE 
INDENTURE.  EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION 
OF TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO 
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & 
CO., HAS AN INTEREST HEREIN.*

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF 
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE 
COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, 
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE 
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN 
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. 
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE 
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR 
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED 
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.*

LIBERTY PROPERTY LIMITED PARTNERSHIP
MEDIUM-TERM NOTE 
(Fixed Rate)

REGISTERED                  CUSIP No.:             PRINCIPAL AMOUNT:  $
No. FXR- 1                  531117EAA6                100,000,000

ORIGINAL ISSUE DATE:        INTEREST RATE:% 6.95   STATED MATURITY DATE:
12/09/97                                                12/01/06

INTEREST PAYMENT DATE(S):   DEFAULT RATE:   %
[X] June 1 and Dec. 1
[  ] Other:

INITIAL REDEMPTION          INITIAL REDEMPTION     ANNUAL REDEMPTION
DATE:                       PERCENTAGE:  %         PERCENTAGE
                                                       REDUCTION:  %

OPTIONAL REPAYMENT          REPAYMENT PRICE:%      [ ] CHECK IF A        
DATE (S):                        100                   DISCOUNT NOTE
                                                       Issue Price:  %

SPECIFIED CURRENCY:         AUTHORIZED DENOMINATION:
[X] United States dollars   [X] $1,000 and integral
[  ] Other:                     multiples thereof
[  ] Other:

EXCHANGE RATE               EXCHANGE RATE:
AGENT:                      U.S. $1.00 =

ADDENDUM ATTACHED:          OTHER/ADDITIONAL PROVISIONS:
[X] Yes
[ ] No

                      
*  This paragraph applies to global Notes only.

Liberty Property Limited Partnership, a Pennsylvania limited partnership 
(the "Company," which term includes any successor entity under the 
Indenture hereinafter referred to), for value received, hereby promises 
to pay to    CEDE & CO, or registered assigns, upon presentation, the 
principal sum of $   100,000,000  (One Hundred Million) , on the Stated 
Maturity Date specified above (or any Redemption Date or Repayment Date, 
each as defined on the reverse hereof) (each such Stated Maturity Date, 
Redemption Date or Repayment Date being hereinafter referred to as the 
"Maturity Date" with respect to the principal repayable on such date) 
and to pay interest thereon, at the Interest Rate per annum specified 
above, until the principal hereof is paid or duly made available for 
payment, and (to the extent that the payment of such interest shall be 
legally enforceable) at the Default Rate per annum specified above on 
any overdue principal, premium and/or interest.  The Company will pay 
interest in arrears on each Interest Payment Date, if any, specified 
above (each, an "Interest Payment Date"), commencing with the first 
Interest Payment Date next succeeding the Original Issue Date specified 
above, and on the Maturity Date; provided, however, that if the Original 
Issue Date occurs between a Record Date (as defined below) and the next 
succeeding Interest Payment Date, interest payments will commence on the 
second Interest Payment Date next succeeding the Original Issue Date to 
the holder of this Note on the Record Date with respect to such second 
Interest Payment Date.  Interest on this Note will be computed on the 
basis of a 360-day year of twelve 30-day months.

Interest on this Note will accrue from, and including, the immediately 
preceding Interest Payment Date to which interest has been paid or duly 
provided for (or from, and including, the Original Issue Date if no 
interest has been paid or duly provided for) to, but excluding, the 
applicable Interest Payment Date or the Maturity Date, as the case may 
be (each, an "Interest Period").  The interest so payable, and 
punctually paid or duly provided for, on any Interest Payment Date will, 
subject to certain exceptions described herein, be paid to the person in 
whose name this Note (or one or more predecessor Notes) is registered at 
the close of business on the fifteenth calendar day (whether or not a 
Business Day, as defined below) immediately preceding such Interest 
Payment Date (the "Record Date"); provided, however, that interest 
payable on the Maturity Date will be payable to the person to whom the 
principal hereof and premium, if any, hereon shall be payable.  Any such 
interest not so punctually paid or duly provided for ("Defaulted 
Interest") will forthwith cease to be payable to the holder on any 
Record Date, and shall be paid to the person in whose name this Note is 
registered at the close of business on a special record date (the 
"Special Record Date") for the payment of such Defaulted Interest to be 
fixed by the Trustee hereinafter referred to, notice whereof shall be 
given to the holder of this Note by the Trustee not less than 10 days 
prior to such Special Record Date or may be paid at any time in any 
other lawful manner not inconsistent with the requirements of any 
securities exchange on which this Note may be listed, and upon such 
notice as may be required by such exchange, all as more fully provided 
for in the Indenture.

Payment of principal, premium, if any, and interest in respect of this 
Note due on the Maturity Date will be made in immediately available 
funds upon presentation and surrender of this Note (and, with respect to 
any applicable repayment of this Note, upon presentation and surrender 
of this Note and a duly completed election form as contemplated on the 
reverse hereof) at the office or agency maintained by the Company for 
that purpose in the Borough of Manhattan, The City of New York, 
currently the office of the Trustee located at First National Bank of 
Chicago, c/o First Chicago Trust Company of New York, 14 Wall Street, 
8th Floor, New York, New York 10005, or at such other paying agency in 
the Borough of Manhattan, The City of New York, as the Company may 
determine; provided, however, that if the Specified Currency specified 
above is other than United States dollars and such payment is to be made 
in the Specified Currency in accordance with the provisions set forth 
below, such payment will be made by wire transfer of immediately 
available funds to an account with a bank designated by the holder 
hereof at least 15 calendar days prior to the Maturity Date, provided 
that such bank has appropriate facilities therefor and that this Note 
(and, if applicable, a duly completed repayment election form) is 
presented and surrendered at the aforementioned office or agency 
maintained by the Company in time for the Trustee to make such payment 
in such funds in accordance with its normal procedures.  Payment of 
interest due on any Interest Payment Date other than the Maturity Date 
will be made at the aforementioned office or agency maintained by the 
Company or, at the option of the Company, by check mailed to the address 
of the person entitled thereto as such address shall appear in the 
Security Register maintained by the Trustee; provided, however, that a 
holder of U.S. $10,000,000 (or, if the Specified Currency is other than 
United States dollars, the equivalent thereof in the Specified Currency) 
or more in aggregate principal amount of Notes (whether having identical 
or different terms and provisions) will be entitled to receive interest 
payments on any Interest Payment Date other than the Maturity Date by 
wire transfer of immediately available funds if appropriate wire 
transfer instructions have been received in writing by the Trustee not 
less than 15 calendar days prior to such Interest Payment Date.  Any 
such wire transfer instructions received by the Trustee shall remain in 
effect until revoked by such holder.

If any Interest Payment Date or the Maturity Date falls on a day that is 
not a Business Day, the required payment of principal, premium, if any, 
and/or interest shall be made on the next succeeding Business Day with 
the same force and effect as if made on the date such payment was due, 
and no interest shall accrue with respect to such payment for the period 
from and after such Interest Payment Date or the Maturity Date, as the 
case may be, to the date of such payment on the next succeeding Business 
Day.

As used herein, "Business Day" means any day, other than a Saturday or 
Sunday, that is neither a legal holiday nor a day on which banking 
institutions are authorized or required by law, regulation or executive 
order to close in The City of New York or Chicago, Illinois; provided, 
however, that if the Specified Currency is other than United States 
dollars, such day is also not a day on which banking institutions are 
authorized or required by law, regulation or executive order to close in 
the Principal Financial Center (as defined below) of the country issuing 
the Specified Currency (unless the Specified Currency is European 
Currency Units ("ECU"), in which case such day is also not a day that 
appears as an ECU non-settlement day on the display designated as "ISDE" 
on the Reuter Monitor Money Rates Service (or a day so designated by the 
ECU Banking Association) or, if ECU non-settlement days do not appear on 
that page (and are not so designated), a day that is not a day on which 
payments in ECU cannot be settled in the international interbank 
market); provided that, with respect to Notes as to which LIBOR is an 
applicable Interest Rate Basis, such day is also a London Business Day 
(as defined below).  "London Business Day" means any day on which 
dealings in the Designated LIBOR Currency (as defined below) are 
transacted in the London interbank market.  "Principal Financial Center" 
means (i) the capital city of the country issuing the Specified Currency 
(except as described in the immediately preceding sentence with respect 
to ECU) or (ii) the capital city of the country which the Designated 
LIBOR Currency, if applicable, relates (or, in the case of ECU, 
Luxembourg), except, in each case, that with respect to United States 
dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch 
guilders, Italian lire, Swiss francs and ECUs, the "Principal Financial 
Center" shall be The City of New York, Sydney, Toronto, Frankfurt, 
Amsterdam, Milan (solely in the case of clause (i) above), Zurich and 
Luxembourg, respectively.

The Company is obligated to make payments of principal, premium, if any, 
and interest in respect of this Note in the Specified Currency (or, if 
the Specified Currency is not at the time of such payment legal tender 
for the payment of public and private debts, in such other coin or 
currency of the country which issued the Specified Currency as at the 
time of such payment is legal tender for the payment of such debts).  If 
the Specified Currency is other than United States dollars, except as 
provided below, any such amounts so payable by the Company will be 
converted by the Exchange Rate Agent specified above into United States 
dollars for payment to the holder of this Note.

If the Specified Currency is other than United States dollars, the 
holder of this Note may elect to receive such amounts in such Specified 
Currency.  If the holder of this Note shall not have duly made an 
election to receive all or a specified portion of any payment of 
principal, premium, if any, and/or interest in respect of this Note in 
the Specified Currency, any United States dollar amount to be received 
by the holder of this Note will be based on the highest bid quotation in 
The City of New York received by the Exchange Rate Agent at 
approximately 11:00 A.M., New York City time, on the second Business Day 
preceding the applicable payment date from three recognized foreign 
exchange dealers (one of whom may be the Exchange Rate Agent) selected 
by the Exchange Rate Agent and approved by the Company for the purchase 
by the quoting dealer of the Specified Currency for United States 
dollars for settlement on such payment date in the aggregate amount of 
the Specified Currency payable to all holders of Notes payable in the 
Specified Currency who are scheduled to receive United States dollar 
payments and at which the applicable dealer commits to execute a 
contract.  All currency exchange costs will be borne by the holder of 
this Note by deductions from such payments.  If three such bid 
quotations are not available, payments on this Note will be made in the 
Specified Currency unless the Specified Currency is not available due to 
the imposition of exchange controls or other circumstances beyond the 
control of the Company.

If the Specified Currency is other than United States dollars, the 
holder of this Note may elect to receive all or a specified portion of 
any payment of principal, premium, if any, and/or interest in respect of 
this Note in the Specified Currency by submitting a written request for 
such payment to the Trustee at its corporate trust office in The City of 
New York on or prior to the applicable Record Date or at least 15 
calendar days prior to the Maturity Date, as the case may be.  Such 
written request may be mailed or hand delivered or sent by cable, telex 
or other form of facsimile transmission.  The holder of this Note may 
elect to receive all or a specified portion of all future payments in 
the Specified Currency in respect of such principal, premium, if any, 
and/or interest and need not file a separate election for each payment.  
Such election will remain in effect until revoked by written notice to 
the Trustee, but written notice of any such revocation must be received 
by the Trustee on or prior to the applicable Record Date or at least 15 
calendar days prior to the Maturity Date, as the case may be.

If the Specified Currency is other than United States dollars or a 
composite currency and the holder of this Note shall have duly made an 
election to receive all or a specified portion of any payment of 
principal, premium, if any, and/or interest in respect of this Note in 
the Specified Currency and if the Specified Currency is not available 
due to the imposition of exchange controls or other circumstances beyond 
the control of the Company, the Company will be entitled to satisfy its 
obligations to the holder of this Note by making such payment in United 
States dollars on the basis of the Market Exchange Rate (as defined 
below), computed by the Exchange Rate Agent, on the second Business Day 
prior to such payment date or, if such Market Exchange Rate is not then 
available, on the basis of the most recently available Market Exchange 
Rate, or as otherwise specified on the face hereof.  The "Market 
Exchange Rate" for the Specified Currency means the noon dollar buying 
rate in The City of New York for cable transfers for the Specified 
Currency as certified for customs purposes by (or, if not so certified, 
as otherwise determined by) the Federal Reserve Bank of New York.  Any 
payment made under such circumstances in United States dollars will not 
constitute an Event of Default (as defined in the Indenture) with 
respect to this Note.

If the Specified Currency is a composite currency and the holder of this 
Note shall have duly made an election to receive all or a specified 
portion of any payment of principal, premium, if any, and/or interest in 
respect of this Note in the Specified Currency and if such composite 
currency is unavailable due to the imposition of exchange controls or 
other circumstances beyond the control of the Company, then the Company 
will be entitled to satisfy its obligations to the holder of this Note 
by making such payment in United States dollars on the basis of the 
equivalent of the composite currency in United States dollars.  The 
component currencies of the composite currency for this purpose 
(collectively, the "Component Currencies" and each, a "Component 
Currency") shall be the currency amounts that were components of the 
composite currency as of the last day on which the composite currency 
was used.  The equivalent of the composite currency in United States 
dollars shall be calculated by aggregating the United States dollar 
equivalents of the Component Currencies.  The United States dollar 
equivalent of each of the Component Currencies shall be determined by 
the Exchange Rate Agent on the basis of the Market Exchange Rate on the 
second Business Day prior to the required payment, or, if such Market 
Exchange Rate is not then available, on the basis of the most recently 
available Market Exchange Rate for each such Component Currency, or as 
otherwise specified on the face hereof.

If the official unit of any Component Currency is altered by way of 
combination or subdivision, the number of units of the currency as a 
Component Currency shall be divided or multiplied in the same 
proportion.  If two or more Component Currencies are consolidated into a 
single currency, the amounts of those currencies as Component Currencies 
shall be replaced by an amount in such single currency equal to the sum 
of the amounts of the consolidated Component Currencies expressed in 
such single currency.  If any Component Currency is divided into two or 
more currencies, the amount of the original Component Currency shall be 
replaced by the amounts of such two or more currencies, the sum of which 
shall be equal to the amount of the original Component Currency.

All determinations referred to above made by the Exchange Rate Agent 
shall be at its sole discretion and shall, in the absence of manifest 
error, be conclusive for all purposes and binding on the holder of this 
Note.

Reference is hereby made to the further provisions of this Note set 
forth on the reverse hereof and, if so specified above on the face 
hereof, in the Addendum hereto, which further provisions shall have the 
same force and effect as if set forth on the face hereof.

Notwithstanding any provisions to the contrary contained herein, if the 
face of this Note specifies that an Addendum is attached hereto or that 
"Other/Additional Provisions" apply to this Note, this Note shall be 
subject to the terms set forth in such Addendum or such 
"Other/Additional Provisions."

Unless the Certificate of Authentication hereon has been executed by or 
on behalf of the Trustee by manual signature, this Note shall not be 
entitled to any benefit under the Indenture or be valid or obligatory 
for any purpose.




IN WITNESS WHEREOF, Liberty Property Limited Partnership has caused this 
Note to be duly executed by one of its duly authorized officers.

LIBERTY PROPERTY LIMITED PARTNERSHIP
By: Liberty Property Trust, its sole general partner



By:    /s/  Joseph P. Denny  
---------------------------------------                          
Name:  Joseph P. Denny
Title:  President, Chief Operating Officer


Dated: October 24, 1997

ATTEST:

By:    /s/ James J. Bowes  
---------------------------------------                                
Name:  James J. Bowes
Title:  Secretary
[Seal]




TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred 
to in the within-mentioned Indenture.


THE FIRST NATIONAL BANK OF CHICAGO,
     as Trustee




By       /s/ Mark J. Frye                Date:   October 24, 1997
--------------------------------------- 
Authorized Signatory




                      [REVERSE OF NOTE]

              LIBERTY PROPERTY LIMITED PARTNERSHIP
                       MEDIUM-TERM NOTE
                         (Fixed Rate)


This Note is one of a duly authorized series of Securities (the 
"Securities") of the Company issued and to be issued under an Indenture, 
dated as of October 24, 1997, as amended, modified or supplemented from 
time to time (the "Indenture"), between the Company and The First 
National Bank of Chicago, as Trustee (the "Trustee," which term includes 
any successor trustee under the Indenture), to which Indenture and all 
indentures supplemental thereto reference is hereby made for a statement 
of the respective rights, limitations of rights, duties and immunities 
thereunder of the Company, the Trustee and the holders of the 
Securities, and of the terms upon which the Securities are, and are to 
be, authenticated and delivered.  This Note is one of the series of 
Securities designated as "Medium-Term Notes Due Nine Months or More from 
Date of Issue" (the "Notes").  All terms used but not defined in this 
Note or in an Addendum hereto shall have the meanings assigned to such 
terms in the Indenture or on the face hereof, as the case may be.

This Note is issuable only in registered form without coupons in minimum 
denominations of U.S. $1,000 and integral multiples thereof or the 
minimum Authorized Denomination specified on the face hereof.

This Note will not be subject to any sinking fund and, unless otherwise 
specified on the face hereof in accordance with the provisions of the 
following two paragraphs, will not be redeemable or repayable prior to 
the Stated Maturity Date.

This Note will be subject to redemption at the option of the Company on 
any date on or after the Initial Redemption Date, if any, specified on 
the face hereof, in whole or from time to time in part in increments of 
U.S. $1,000 or the minimum Authorized Denomination (provided that any 
remaining principal amount hereof shall be at least U.S. $1,000 or such 
minimum Authorized Denomination), at the Redemption Price (as defined 
below), together with unpaid interest accrued thereon to the date fixed 
for redemption (each, a "Redemption Date"), on written notice given to 
the holder hereof not more than 60 nor less than 30 calendar days prior 
to the Redemption Date and in accordance with the provisions of the 
Indenture.  The "Redemption Price," if any, shall initially be the 
Initial Redemption Percentage specified on the face hereof multiplied by 
the unpaid principal amount of this Note to be redeemed.  The Initial 
Redemption Percentage, if any, shall decline at each anniversary of the 
Initial Redemption Date by the Annual Redemption Percentage Reduction, 
if any, specified on the face hereof until the Redemption Price is 100% 
of the unpaid principal amount to be redeemed.  In the event of 
redemption of this Note in part only, a new Note of like tenor for the 
unredeemed portion hereof and otherwise having the same terms as this 
Note shall be issued in the name of the holder hereof upon the 
presentation and surrender hereof.

This Note will be subject to repayment by the Company at the option of 
the holder hereof on the Optional Repayment Date(s), if any, specified 
on the face hereof, in whole or in part in increments of U.S. $1,000 or 
the minimum Authorized Denomination (provided that any remaining 
principal amount hereof shall be at least U.S. $1,000 or such minimum 
Authorized Denomination), at a repayment price equal to 100% of the 
unpaid principal amount to be repaid, together with unpaid interest 
accrued thereon to the date fixed for repayment (each, a "Repayment 
Date").  If an Optional Repayment Date is not set forth on the face 
hereof, this Note will not be repayable at the option of the holder 
hereof prior to Maturity.  For this Note to be repaid, the Trustee must 
receive at its office in the Borough of Manhattan, The City of New York, 
referred to on the face hereof, at least 30 days but not more than 60 
days prior to the Repayment Date this Note and the form hereon entitled 
"Option to Elect Repayment" duly completed.  Exercise of such repayment 
option by the holder hereof will be irrevocable.  In the event of 
repayment of this Note in part only, a new Note of like tenor for the 
unrepaid portion hereof and otherwise having the same terms as this Note 
shall be issued in the name of the holder hereof upon the presentation 
and surrender hereof.

If this Note is a Discount Note as specified on the face hereof, the 
amount payable to the holder of this Note in the event of redemption, 
repayment or acceleration of maturity of this Note will be equal to the 
sum of (i) the Issue Price specified on the face hereof (increased by 
any accruals of the Discount, as defined below) and, in the event of any 
redemption of this Note (if applicable), multiplied by the Initial 
Redemption Percentage (as adjusted by the Annual Redemption Percentage 
Reduction, if applicable) and (ii) any unpaid interest on this Note 
accrued from the Original Issue Date to the Redemption Date, Repayment 
Date or date of acceleration of maturity, as the case may be.  The 
difference between the Issue Price and 100% of the principal amount of 
this Note is referred to herein as the "Discount."

For purposes of determining the amount of Discount that has accrued as 
of any Redemption Date, Repayment Date or date of acceleration of 
maturity of this Note, such Discount will be accrued so as to cause the 
yield on the Note to be constant. The constant yield will be calculated 
using a 30-day month, 360-day year convention, a compounding period 
that, except for the Initial Period (as defined below), corresponds to 
the shortest period between Interest Payment Dates (with ratable 
accruals within a compounding period), and an assumption that the 
maturity of this Note will not be accelerated.  If the period from the 
Original Issue Date to the initial Interest Payment Date (the "Initial 
Period") is shorter than the compounding period for this Note, a 
proportionate amount of the yield for an entire compounding period will 
be accrued.  If the Initial Period is longer than the compounding 
period, then such period will be divided into a regular compounding 
period and a short period, with the short period being treated as 
provided in the preceding sentence.

If an Event of Default, as defined in the Indenture, shall occur and be 
continuing, the principal of and premium (if any) and interest on the 
Notes either shall automatically become or may be declared due and 
payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of (a) the 
entire indebtedness of the Company on this Note and (b) certain 
restrictive covenants and the related defaults and Events of Default 
applicable to the Company, in each case, upon compliance by the Company 
with certain conditions set forth in the Indenture, which provisions 
apply to this Note.

As provided in and subject to the provisions of the Indenture, the 
holder of this Note shall not have the right to institute any proceeding 
with respect to the Indenture or for the appointment of a receiver or 
trustee or for any other remedy hereunder, unless (i) such holder shall 
have previously given written notice to the Trustee of a continuing 
Event of Default with respect to the Securities of this series, (ii) the 
holders of not less than 25% in principal amount of the Securities of 
this series at the time Outstanding shall have made written request to 
the Trustee to institute proceedings in respect of such Event of Default 
in its own name as Trustee, (iii) such holder or holders have offered 
reasonable indemnity satisfactory to the Trustee against the costs, 
expenses and liabilities to be incurred in compliance with such request, 
(iv) the Trustee shall have failed to institute any such proceeding for 
60 days after its receipt of such notice, request and offer of 
indemnity, and (v) the Trustee shall not have received, during the 60-
day period referenced in clause (iv) above, from the holders of a 
majority in principal amount of Securities of this series at the time 
Outstanding in a direction inconsistent with such request; provided 
that, no one or more holder shall have any right in any manner whatever 
by virtue of, or by availing of, any provision of the Indenture to 
affect, disturb or prejudice the rights of any other holder, or to 
obtain or to seek to obtain priority or preference over any other holder 
or to enforce any right under the Indenture, except in the manner 
therein provided and for the equal and ratable benefit of all holders.  
The foregoing shall not apply to any suit instituted by the holder of 
this Note for the enforcement of any payment of principal hereof (and 
premium or Make-Whole Amount, if any) or any interest thereon on or 
after the respective due dates expressed herein.

The Indenture permits, with certain exceptions as therein provided, the 
amendment thereof and the modification of the rights and obligations of 
the Company and the rights of the holders of the Securities at any time 
by the Company and the Trustee with the consent of the holders of not 
less than a majority of the aggregate principal amount of all Securities 
at the time outstanding and affected thereby.  The Indenture also 
contains provisions permitting the holders of not less than a majority 
of the aggregate principal amount of the outstanding Securities of any 
series, on behalf of the holders of all such Securities, to waive 
compliance by the Company with certain provisions of the Indenture.  
Furthermore, provisions in the Indenture permit the holders of not less 
than a majority of the aggregate principal amount of the outstanding 
Securities of any series, in certain instances, to waive, on behalf of 
all of the holders of Securities of such series, certain past defaults 
under the Indenture and their consequences.  Any such consent or waiver 
by the holder of this Note shall be conclusive and binding upon such 
holder and upon all future holders of this Note and other Notes issued 
upon the registration of transfer hereof or in exchange heretofore or in 
lieu hereof, whether or not notation of such consent or waiver is made 
upon this Note.

No reference herein to the Indenture and no provision of this Note or of 
the Indenture shall alter or impair the obligation of the Company, which 
is absolute and unconditional, to pay principal, premium, if any, and 
interest in respect of this Note at the times, places and rate or 
formula, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein 
and herein set forth, the transfer of this Note is registrable in the 
Security Register of the Company upon surrender of this Note for 
registration of transfer at the office or agency of the Company in any 
place where the principal hereof and any premium or interest hereon are 
payable, duly endorsed by, or accompanied by a written instrument of 
transfer in form satisfactory to the Company and the Security Registrar 
duly executed by, the holder hereof or by his attorney duly authorized 
in writing, and thereupon one or more new Notes, of authorized 
denominations and for the same aggregate principal amount, will be 
issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein 
and herein set forth, this Note is exchangeable for a like aggregate 
principal amount of Notes of different authorized denominations but 
otherwise having the same terms and conditions, as requested by the 
holder hereof surrendering the same.

No service charge shall be made for any such registration of transfer or 
exchange, but the Company may require payment of a sum sufficient to 
cover any tax or other governmental charge payable in connection 
therewith.

Prior to due presentment of this Note for registration of transfer, the 
Company, the Trustee and any agent of the Company or the Trustee may 
treat the holder in whose name this Note is registered as the owner 
thereof for all purposes, whether or not this Note be overdue, and 
neither the Company, the Trustee nor any such agent shall be affected by 
notice to the contrary.
No recourse under or upon any obligation, covenant or agreement 
contained in the Indenture or in this Note, or because of any 
indebtedness evidenced thereby or hereby, (including without limitation, 
any obligation or indebtedness relating to the principal of, or premium 
or Make-Whole Amount, if any, interest or any other amounts due, or 
claimed to be due, on this Security), or for any claim based thereon or 
otherwise in respect thereof, shall be had (i) against Liberty Property 
Trust or any other partner of the Company, (ii) against any person which 
owns an interest, directly or indirectly, in any partner in the Company, 
or (iii) against any promoter, as such or, against any past, present or 
future stockholder, partner, officer or director, as such, of the 
Company or of any successor, either directly or through the Company or 
any successor, under any rule of law, statue or constitutional provision 
or by the enforcement of any assessment or by any legal or equitable 
proceeding or otherwise, all such liability being expressly waived and 
released by the acceptance of this Note by the holder thereof and as 
part of the consideration for the issue of the Securities of this 
series.  The holder of this Security acknowledges by acceptance of this 
Security that its sole remedies under the Indenture for any Default by 
the Company in the payment of principal of, or any premium or Make-Whole 
Amount, if any, interest or any amounts due, or claimed to be due, on 
this Security, or otherwise, are limited to claims against the property 
of the Company as provided in Sections 111 and 503 of the Indenture.

THE INDENTURE AND THE SECURITIES, INCLUDING THIS NOTE, SHALL BE GOVERNED 
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Pursuant to a recommendation promulgated by the Committee on Uniform 
Security Identification Procedures, the Company has caused "CUSIP" 
numbers to be printed on the Securities of this series as a convenience 
to the holders of such Securities.  No representation is made as to the 
correctness or accuracy of such CUSIP numbers as printed on the 
Securities, and reliance may be placed only on the other identification 
numbers printed hereon.



ABBREVIATIONS


The following abbreviations, when used in the inscription on the face of 
this Note, shall be construed as though they were written out in full 
according to applicable laws or regulations:
TEN COMM  -as tenants in common 
TEN ENT   -as tenants by the entities 
JT TEN    -as joint tenants with right of survivorship and not as
           tenants in common

/UNIF GIFT MIN ACT - 
           Custodian
----------           ------------
(Cust)                 (Minor)
Under Uniform Gifts to Minors Act 
                                  --------------------------------------
                                                     (State)


Additional abbreviations may also be used though not in the above list.

                                            
                               ASSIGNMENT

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

Please insert social security or other identifying number of assignee.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and 
transfer(s) unto



                (Please print or typewrite name and 
           address including postal zip code of assignee)

the within Note and all rights thereunder hereby irrevocably 
constituting and appointing
                            ---------------------------------------, 
attorney to transfer said Note on the books of the Trustee, with full 
power of substitution in the premises.

Dated: , 199__


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

Notice:  The signature(s) on this Assignment must correspond with the
name(s) as written upon the face of this Note in every particular, 
without alteration or enlargement or any change whatsoever.  Signature 
must be guaranteed by an "eligible guarantor institution," that is, a 
bank, stockbroker, savings and loan association or credit union meeting 
the requirements of the Registrar, which requirements include membership 
or participation in the Securities Transfer Agents Medallion Program 
("STAMP") or such other "signature guarantee program" as may be 
determined by the Registrar in addition to, or in substitution for, 
STAMP, all in accordance with the Securities Exchange Act of 1934, as 
amended.


OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) and instruct(s) the 
Company to repay this Note (or portion hereof specified below) pursuant 
to its terms at a price equal to 100% of the principal amount to be 
repaid, together with unpaid interest accrued hereon to the Repayment 
Date, to the undersigned, at 
  (Please print or typewrite name and address of the undersigned)

For this Note to be repaid, the Trustee must receive at its corporate 
trust office in the Borough of Manhattan, The City of New York, not more 
than 60 nor less than 30 calendar days prior to the Repayment Date, this 
Note with this "Option to Elect Repayment"  form duly completed.

If less than the entire principal amount of this Note is to be repaid, 
specify the portion hereof (which shall be increments of U.S. $1,000 
(or, if the Specified Currency is other than United States dollars, the 
minimum Authorized Denomination specified on the face hereof)) which the 
holder elects to have repaid and specify the denomination or 
denominations (which shall be an Authorized Denomination) of the Notes 
to be issued to the holder for the portion of this Note not being repaid 
(in the absence of any such specification, one such Note will be issued 
for the portion not being repaid).


Principal Amount to be Repaid:  $

Date:

                                                            
Notice:  The signature(s) on this Option to Elect Repayment must 
correspond with the name(s) as written upon the face of this Note 
in every particular, without alteration or enlargement or any 
change whatsoever.