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                                                                     EXHIBIT 3.1


                             LIBERTY PROPERTY TRUST

                              ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

                FIRST:          The Declaration of Trust of Liberty Property
Trust, a Maryland real estate investment trust (the "Trust"), is hereby amended
by deleting existing Article VII in its entirety and adding a new Article VII to
read as follows:

                                  "ARTICLE VII

                            RESTRICTION ON TRANSFER,
                  ACQUISITION AND REDEMPTION OF EQUITY SHARES;
                           EXCHANGE FOR EXCESS SHARES


                SECTION 7.1 Definitions. For the purposes of this Article VII,
        the following terms shall have the following meanings:

                "Aggregate Share Ownership Limit" shall mean not more than 5.0%
        in value of the aggregate of the outstanding Equity Shares. The value of
        the outstanding Equity Shares shall be determined by the Board of
        Trustees in good faith, which determination shall be conclusive for all
        purposes hereof.

                "Beneficial Ownership" shall mean ownership of Equity Shares by
        a Person, whether the interest in Equity Shares is held directly or
        indirectly (including by a nominee), and shall include interests that
        would be treated as owned through the application of Section 544 of the
        Code, as modified by Section 856(h)(1)(B) of the Code. The terms
        "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall
        have the correlative meanings.

                "Business Day" shall mean any day, other than a Saturday or
        Sunday, that is neither a legal holiday nor a day on which banking
        institutions in New York City are authorized or required by law,
        regulation or executive order to close.

                "Charitable Beneficiary" shall mean one or more beneficiaries of
        the Charitable Trust as determined pursuant to Section 7.18, provided
        that each such organization must be described in Section 501(c)(3) of
        the Code and contributions to each such organization must be eligible
        for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the
        Code.

                "Charitable Trust" shall mean any trust provided for in Section
        7.13.

                "Common Share Ownership Limit" shall mean not more than 5.0% (in
        value or in number of shares, whichever is more restrictive) of the
        aggregate number of the outstanding Common Shares. The number and value
        of outstanding


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        Common Shares shall be determined by the Board of Trustees in good
        faith, which determination shall be conclusive for all purposes hereof.

                "Constructive Ownership" shall mean ownership of Equity Shares
        by a Person, whether the interest in Equity Shares is held directly or
        indirectly (including by a nominee), and shall include interests that
        would be treated as owned through the application of Section 318(a) of
        the Code, as modified by Section 856(d)(5) of the Code. The terms
        "Constructive Owner," "Constructively Owns" and "Constructively Owned"
        shall have the correlative meanings.

                "Equity Shares" shall mean either Common Shares and Preferred
        Shares.

                "Excepted Holder" shall mean a shareholder of the Trust for whom
        an Excepted Holder Limit is created by this Article VII or by the Board
        of Trustees pursuant to Section 7.10.

                "Excepted Holder Limit" shall mean, provided that the affected
        Excepted Holder agrees to comply with the requirements established by
        the Board of Trustees pursuant to Section 7.10, the percentage limit
        established by the Board of Trustees for such Excepted Holder pursuant
        to Section 7.10.

                "Excess Shares" shall have the meaning ascribed to it in Section
        7.2(b).

                "Initial Date" shall mean the date of issuance of the Common
        Shares pursuant to the initial underwritten public offering of Common
        Shares.

                The term "Market Price" on any date shall mean, with respect to
        any class or series of outstanding Equity Shares, the Closing Price for
        such Equity Shares on such date. The "Closing Price" on any date shall
        mean the last sale price for such Equity Shares, regular way, or, in
        case no such sale takes place on such day, the average of the closing
        bid and asked prices, regular way, for such Equity Shares, in either
        case as reported in the principal consolidated transaction reporting
        system with respect to securities listed or admitted to trading on the
        NYSE or, if such Equity Shares are not listed or admitted to trading on
        the NYSE, as reported on the principal consolidated transaction
        reporting system with respect to securities listed on the principal
        national securities exchange on which such Equity Shares are listed or
        admitted to trading or, if such Equity Shares are not listed or admitted
        to trading on any national securities exchange, the last quoted price,
        or, if not so quoted, the average of the high bid and low asked prices
        in the over-the-counter market, as reported by the National Association
        of Securities Dealers, Inc. Automated Quotation System or, if such
        system is no longer in use, the principal other automated quotation
        system that may then be in use or, if such Equity Shares are not quoted
        by any such organization, the average of the closing bid and asked
        prices as furnished by a professional market maker making a market in
        such Equity Shares selected by the Board of Trustees or, in the event
        that no trading price is available for such Equity Shares, the fair
        market value of Equity Shares, as determined in good faith by the Board
        of Trustees.



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                "NYSE" shall mean the New York Stock Exchange, Inc.

                "Prohibited Owner" shall mean, with respect to any purported
        Transfer, any Person who, but for the provisions of Section 7.2, would
        Beneficially Own or Constructively Own Equity Shares in violation of the
        provisions of Section 7.2(a), and if appropriate in the context, shall
        also mean any Person who would have been the record owner of Equity
        Shares that the Prohibited Owner would have so owned.

                "REIT" shall mean a real estate investment trust within the
        meaning of Section 856 of the Code.

                "Restriction Termination Date" shall mean the first day after
        the Initial Date on which the Board of Trustees determines that it is no
        longer in the best interests of the Trust to attempt to, or continue to,
        qualify as a REIT or that compliance with the restrictions and
        limitations on Beneficial Ownership, Constructive Ownership and
        Transfers of Equity Shares set forth herein is no longer required in
        order for the Trust to qualify as a REIT.

                "SDAT" shall mean the State Department of Assessments and
        Taxation of Maryland.

                "Transfer" shall mean any issuance, sale, transfer, gift,
        assignment, devise or other disposition, as well as any other event that
        causes any Person to acquire Beneficial Ownership or Constructive
        Ownership, or any agreement to take any such actions or cause any such
        events, of Equity Shares or the right to vote or receive dividends on
        Equity Shares, including (a) the granting or exercise of any option (or
        any disposition of any option), (b) any disposition of any securities or
        rights convertible into or exchangeable for Equity Shares or any
        interest in Equity Shares or any exercise of any such conversion or
        exchange right and (c) Transfers of interests in other entities that
        result in changes in Beneficial or Constructive Ownership of Equity
        Shares; in each case, whether voluntary or involuntary, whether owned of
        record, Constructively Owned or Beneficially Owned and whether by
        operation of law or otherwise. The terms "Transferring" and
        "Transferred" shall have the correlative meanings.

                "Trustee" shall mean the Person unaffiliated with the Trust and
        a Prohibited Owner, that is appointed by the Trust to serve as trustee
        of the Charitable Trust.

                SECTION 7.2 Ownership Limitation.

                (a)     Basic Restrictions.

                        (i)     (1) No Person, other than an Excepted Holder,
        shall Beneficially Own or Constructively Own Equity Shares in excess of
        the Aggregate Share Ownership Limit, (2) no Person, other than an
        Excepted Holder, shall Beneficially Own or Constructively Own Common
        Shares in excess of the



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        Common Share Ownership Limit and (3) no Excepted Holder shall
        Beneficially Own or Constructively Own Equity Shares in excess of the
        Excepted Holder Limit for such Excepted Holder.

                        (ii)    No Person shall Beneficially or Constructively
        Own Equity Shares to the extent that such Beneficial or Constructive
        Ownership of Equity Shares would result in the Trust being "closely
        held" within the meaning of Section 856(h) of the Code (without regard
        to whether the ownership interest is held during the last half of a
        taxable year), or otherwise failing to qualify as a REIT (including, but
        not limited to, Beneficial or Constructive Ownership that would result
        in the Trust owning (actually or Constructively) an interest in a tenant
        that is described in Section 856(d)(2)(B) of the Code if the income
        derived by the Trust from such tenant would cause the Trust to fail to
        satisfy any of the gross income requirements of Section 856(c) of the
        Code).

                        (iii)   Notwithstanding any other provisions contained
        herein, any Transfer of Equity Shares (whether or not such Transfer is
        the result of a transaction entered into through the facilities of the
        NYSE or any other national securities exchange or automated inter-dealer
        quotation system) that, if effective, would result in Equity Shares
        being beneficially owned by less than 100 Persons (determined under the
        principles of Section 856(a)(5) of the Code) shall be void ab initio,
        and the intended transferee shall acquire no rights in such Equity
        Shares.

                (b)     Transfer in Trust. If any Transfer of Equity Shares
        (whether or not such Transfer is the result of a transaction entered
        into through the facilities of the NYSE or any other national securities
        exchange or automated inter-dealer quotation system) occurs which, if
        effective, would result in any Person Beneficially Owning or
        Constructively Owning Equity Shares in violation of Section 7.2(a)(i) or
        (ii),

                        (i)     then that number of Equity Shares the Beneficial
        or Constructive Ownership of which otherwise would cause such Person to
        violate Section 7.2(a)(i) or (ii) (rounded to the nearest whole share)
        (the "Excess Shares") shall be automatically transferred to a Charitable
        Trust for the benefit of a Charitable Beneficiary, as described in
        Section 7.13, effective as of the close of business on the Business Day
        prior to the date of such Transfer, and such Person shall acquire no
        rights in such Excess Shares; or

                        (ii)    if the transfer to the Charitable Trust
        described in clause (i) of this sentence would not be effective for any
        reason to prevent the violation of Section 7.2(a)(i) or (ii), then the
        Transfer of that number of such Excess Shares that otherwise would cause
        any Person to violate Section 7.2(a)(i) or (ii) shall be void ab initio,
        and the intended transferee shall acquire no rights in such Excess
        Shares.

                SECTION 7.3 Prevention of Transfer. If the Board of Trustees or
        any duly authorized committee thereof shall at any time determine in
        good faith that a



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        Transfer or other event has taken place that results in a violation of
        Section 7.2(a) or that a Person intends to acquire or has attempted to
        acquire Beneficial or Constructive Ownership of any Equity Shares in
        violation of Section 7.2(a) (whether or not such violation is intended),
        the Board of Trustees or a committee thereof shall take such action as
        it deems advisable to refuse to give effect to or to prevent such
        Transfer or other event, including, without limitation, causing the
        Trust to redeem Equity Shares, refusing to give effect to such Transfer
        on the books of the Trust or instituting proceedings to enjoin such
        Transfer or other event; provided, however, that any Transfers or
        attempted Transfers or other events in violation of Section 7.2(a) shall
        automatically result in the transfer to the Charitable Trust described
        above, and, where applicable, such Transfer (or other event) shall be
        void ab initio as provided above irrespective of any action (or
        non-action) by the Board of Trustees or a committee thereof.

                SECTION 7.4 Notice to Trust. Any Person who acquires or attempts
        or intends to acquire Beneficial Ownership or Constructive Ownership of
        Equity Shares that will or may violate Section 7.2(a), or any Person who
        would have owned Equity Shares that resulted in a transfer to the
        Charitable Trust pursuant to the provisions of Section 7.2(b), shall
        immediately give written notice to the Trust of such event, or in the
        case of such a proposed or attempted transaction, give at least 15 days
        prior written notice, and shall provide to the Trust such other
        information as the Trust may request in order to determine the effect,
        if any, of such Transfer on the Trust's status as a REIT.

                SECTION 7.5 Information for Trust. From and after the Initial
        Date and prior to the Restriction Termination Date:

                (a)     Every owner of more than five percent (or such lower
        percentage as required by the Code or the Treasury Regulations
        promulgated thereunder) of the outstanding Equity Shares, within 30 days
        after the end of each taxable year, shall give written notice to the
        Trust stating the name and address of such owner, the number of Equity
        Shares Beneficially Owned and a description of the manner in which such
        shares are held. Each such owner shall provide to the Trust such
        additional information as the Trust may request in order to determine
        the effect, if any, of such Beneficial Ownership on the Trust's status
        as a REIT and to ensure compliance with the Aggregate Share Ownership
        Limit.

                (b)     Each Person who is a Beneficial or Constructive Owner of
        Equity Shares and each Person (including the shareholder of record) who
        is holding Equity Shares for a Beneficial or Constructive Owner shall
        provide to the Trust such information as the Trust may request, in good
        faith, in order to determine the Trust's status as a REIT and to comply
        with requirements of any taxing authority or governmental authority or
        to determine such compliance.

                SECTION 7.6 Other Action by Board. Nothing contained in this
        Article VII shall limit the authority of the Board of Trustees to take
        such other action as it



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        deems necessary or advisable to protect the Trust and the interests of
        the Shareholders by preservation of the Trust's status as a REIT.

                SECTION 7.7 Ambiguities. In the case of an ambiguity in the
        application of any of the provisions of this Article VII, including any
        definition contained in Section 7.1, the Board of Trustees shall have
        the power to determine the application of the provisions of this Article
        VII with respect to any situation based on the facts known to it.

                SECTION 7.8 Increase in Ownership Limit. Subject to the
        limitations provided in Section 7.9, the Board of Trustees may from time
        to time increase the Common Share Ownership Limit and the Aggregate
        Share Ownership Limit.

                SECTION 7.9 Limitations on Changes in Ownership Limits. Prior to
        the modification of the Common Share Ownership Limit and the Aggregate
        Share Ownership Limit pursuant to Section 7.8, the Board of Trustees may
        require such opinions of counsel, affidavits, undertakings or agreements
        as it may deem necessary or advisable in order to determine or ensure
        the Trust's status as a REIT.

                SECTION 7.10 Exceptions by Board.

                (a)     Subject to Section 7.2(a)(ii), the Board of Trustees, in
        its sole discretion, may exempt a Person from the Aggregate Share
        Ownership Limit and/or the Common Share Ownership Limit, as the case may
        be, and may establish or increase an Excepted Holder Limit for such
        Person if:

                        (i)     the Board of Trustees obtains such
        representations and undertakings from such Person as are reasonably
        necessary to ascertain that no individual (defined to mean any Person
        who would be treated as an individual for purposes of Section 542(a)(2)
        of the Code (determined by taking into account Section 856(h)(3)(A) of
        the Code)) would Beneficially or Constructively Own Equity Shares in
        violation Section 7.2(a)(ii);

                        (ii)    such Person does not and represents that it will
        not own, actually or Constructively, an interest in a tenant of the
        Trust (or a tenant of any entity owned or controlled by the Trust) that
        would cause the Trust to own, actually or Constructively, more than a
        5.0% interest (as set forth in Section 856(d)(2)(B) of the Code) in such
        tenant and the Board of Trustees obtains such representations and
        undertakings from such Person as are reasonably necessary to ascertain
        this fact (for this purpose, a tenant from whom the Trust (or an entity
        owned or controlled by the Trust) derives (and is expected to continue
        to derive) a sufficiently small amount of revenue such that, in the
        opinion of the Board of Trustees, rent from such tenant would not
        adversely affect the Trust's ability to qualify as a REIT, shall not be
        treated as a tenant of the Trust); and

                        (iii)   such Person agrees that any violation or
        attempted violation of such representations or undertakings (or other
        action which is contrary to the



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        restrictions contained in Sections 7.2 through 7.7) will result in such
        Equity Shares being automatically transferred to a Charitable Trust in
        accordance with Sections 7.2(b) and 7.3.

                (b)     Prior to granting any exception pursuant to Section
        7.10(a), the Board of Trustees may require a ruling from the Internal
        Revenue Service, or an opinion of counsel, in either case in form and
        substance satisfactory to the Board of Trustees in its sole discretion,
        as it may deem necessary or advisable in order to determine or ensure
        the Trust's status as a REIT. Notwithstanding the receipt of any ruling
        or opinion, the Board of Trustees may impose such conditions or
        restrictions as it deems appropriate in connection with granting such
        exception.

                (c)     Subject to Section 7.2(a)(ii), an underwriter which
        participates in a public offering or a private placement of Equity
        Shares (or securities convertible into or exchangeable for Equity
        Shares) may Beneficially Own or Constructively Own Equity Shares (or
        securities convertible into or exchangeable for Equity Shares) in excess
        of the Aggregate Share Ownership Limit, the Common Share Ownership Limit
        or both such limits, but only to the extent necessary to facilitate such
        public offering or private placement.

                (d)     The Board of Trustees may only reduce the Excepted
        Holder Limit for an Excepted Holder: (1) with the written consent of
        such Excepted Holder at any time, or (2) pursuant to the terms and
        conditions of the agreements and undertakings entered into with such
        Excepted Holder in connection with the establishment of the Excepted
        Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be
        reduced to a percentage that is less than the Common Share Ownership
        Limit.

                SECTION 7.11 Legend. Each certificate for Equity Shares shall
        bear substantially the following legend:

                The securities represented by this certificate are subject to
        restrictions on transfer for the purpose of the Trust's maintenance of
        its status as a real estate investment trust under the Internal Revenue
        Code of 1986, as amended. Except as otherwise provided pursuant to the
        Declaration of Trust, no Person may Beneficially Own Shares in excess of
        that number of Shares which equals the lesser of 5.0% (or such greater
        percentage as may be determined by the Board of Trustees) of (a) the
        number of outstanding Equity Shares of the Trust and (b) the value of
        outstanding Equity Shares of the Trust. Any Person who attempts or
        proposes to beneficially own Shares in excess of the above limitations
        must notify the Trust in writing at least 15 days prior to such proposed
        or attempted Transfer. All capitalized terms in this legend have the
        meanings defined in the Declaration of Trust of the Trust, a copy of
        which will be sent without charge to each Shareholder who so requests.
        If the restrictions on transfer are violated, the securities represented
        hereby will be designated and treated as Excess Shares which will be
        held in the Charitable Trust by the Trust.



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                Instead of the foregoing legend, the certificate may state that
        the Trust will furnish a full statement about certain restrictions on
        transferability to a shareholder on request and without charge.

                SECTION 7.12 Severability. If any provision of this Article VII
        or any application of any such provision is determined to be void,
        invalid or unenforceable by any court of competent jurisdiction, the
        validity and enforceability of the remaining provisions shall not be
        affected and other applications of such provision shall be affected only
        to the extent necessary to comply with the determination of such court.

                SECTION 7.13 Ownership in Trust. Upon any purported Transfer or
        other event described in Section 7.2(b) that would result in a transfer
        of Equity Shares to a Charitable Trust, such Equity Shares shall be
        deemed to have been transferred to the Trustee as trustee of a
        Charitable Trust for the exclusive benefit of one or more Charitable
        Beneficiaries. Such transfer to the Trustee shall be deemed to be
        effective as of the close of business on the Business Day prior to the
        purported Transfer or other event that results in the transfer to the
        Charitable Trust pursuant to Section 7.2(b). The Trustee shall be
        appointed by the Trust and shall be a Person unaffiliated with the Trust
        and any Prohibited Owner. Each Charitable Beneficiary shall be
        designated by the Trust as provided in Section 7.18.

                SECTION 7.14 Status of Shares Held by the Trustee. Equity Shares
        held by the Trustee shall be issued and outstanding Equity Shares of the
        Trust. The Prohibited Owner shall have no rights in the shares held by
        the Trustee. The Prohibited Owner shall not benefit economically from
        ownership of any shares held in trust by the Trustee, shall have no
        rights to dividends or other distributions and shall not possess any
        rights to vote or other rights attributable to the shares held in the
        Charitable Trust.

                SECTION 7.15 Dividend and Voting Rights. The Trustee shall have
        all voting rights and rights to dividends or other distributions with
        respect to Equity Shares held in the Charitable Trust, which rights
        shall be exercised for the exclusive benefit of the Charitable
        Beneficiary. Any dividend or other distribution paid to a Prohibited
        Owner prior to the discovery by the Trust that Equity Shares have been
        transferred to the Trustee shall be paid with respect to such Equity
        Shares by the Prohibited Owner to the Trustee upon demand and any
        dividend or other distribution authorized but unpaid shall be paid when
        due to the Trustee. Any dividends or distributions so paid over to the
        Trustee shall be held in trust for the Charitable Beneficiary. The
        Prohibited Owner shall have no voting rights with respect to shares held
        in the Charitable Trust and, subject to Maryland law, effective as of
        the date that Equity Shares have been transferred to the Trustee, the
        Trustee shall have the authority (at the Trustee's sole discretion) (i)
        to rescind as void any vote cast by a Prohibited Owner prior to the
        discovery by the Trust that Equity Shares have been transferred to the
        Trustee and (ii) to recast such vote in accordance with the desires of
        the Trustee acting for the benefit of the Charitable



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        Beneficiary; provided, however, that if the Trust has already taken
        irreversible trust action, then the Trustee shall not have the authority
        to rescind and recast such vote. Notwithstanding the provisions of this
        Article VII, until the Trust has received notification that Equity
        Shares have been transferred into a Charitable Trust, the Trust shall be
        entitled to rely on its share transfer and other shareholder records for
        purposes of preparing lists of shareholders entitled to vote at
        meetings, determining the validity and authority of proxies and
        otherwise conducting votes of shareholders.

                SECTION 7.16 Sale of Shares by Trustee. Within 20 days of
        receiving notice from the Trust that Equity Shares have been transferred
        to the Charitable Trust, the Trustee of the Charitable Trust shall sell
        the shares held in the Charitable Trust to a person, designated by the
        Trustee, whose ownership of the shares will not violate the ownership
        limitations set forth in Section 7.2(a). Upon such sale, the interest of
        the Charitable Beneficiary in the shares sold shall terminate and the
        Trustee shall distribute the net proceeds of the sale to the Prohibited
        Owner and to the Charitable Beneficiary as provided in this Section
        7.16. The Prohibited Owner shall receive the lesser of (1) the price
        paid by the Prohibited Owner for the shares or, if the Prohibited Owner
        did not give value for the shares in connection with the event causing
        the shares to be held in the Charitable Trust (e.g., in the case of a
        gift, devise or other such transaction), the Market Price of the shares
        on the day of the event causing the shares to be held in the Charitable
        Trust and (2) the price per share received by the Trustee from the sale
        or other disposition of the shares held in the Charitable Trust. Any net
        sales proceeds in excess of the amount payable to the Prohibited Owner
        shall be immediately paid to the Charitable Beneficiary. If, prior to
        the discovery by the Trust that Equity Shares have been transferred to
        the Trustee, such shares are sold by a Prohibited Owner, then (i) such
        shares shall be deemed to have been sold on behalf of the Charitable
        Trust and (ii) to the extent that the Prohibited Owner received an
        amount for such shares that exceeds the amount that such Prohibited
        Owner was entitled to receive pursuant to this Section 7.16, such excess
        shall be paid to the Trustee upon demand.

                SECTION 7.17 Purchase Right in Shares Transferred to the
        Trustee. Equity Shares transferred to the Trustee shall be deemed to
        have been offered for sale to the Trust, or its designee, at a price per
        share equal to the lesser of (i) the price per share in the transaction
        that resulted in such transfer to the Charitable Trust (or, in the case
        of a devise or gift, the Market Price at the time of such devise or
        gift) and (ii) the Market Price on the date the Trust, or its designee,
        accepts such offer. The Trust shall have the right to accept such offer
        until the Trustee has sold the shares held in the Charitable Trust
        pursuant to Section 7.16. Upon such a sale to the Trust, the interest of
        the Charitable Beneficiary in the shares sold shall terminate and the
        Trustee shall distribute the net proceeds of the sale to the Prohibited
        Owner.

                SECTION 7.18 Designation of Charitable Beneficiaries. By written
        notice to the Trustee, the Trust shall designate one or more nonprofit


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        organizations to be the Charitable Beneficiary of the interest in the
        Charitable Trust such that (i) Equity Shares held in the Charitable
        Trust would not violate the restrictions set forth in Section 7.2(a) in
        the hands of such Charitable Beneficiary and (ii) each such organization
        must be described in Section 501(c)(3) of the Code and contributions to
        each such organization must be eligible for deduction under each of
        Sections 170(b)(1)(A), 2055 and 2522 of the Code.

                SECTION 7.19 Priority of New York Stock Exchange, Inc.
        Transactions. Notwithstanding anything in this Article VII to the
        contrary, nothing herein shall preclude the settlement of a transaction
        entered into through the facilities of the New York Stock Exchange, Inc.
        The fact that the settlement of any transaction occurs shall not negate
        the effect of any other provision of this Article VII and any transferee
        in such a transaction shall be subject to all of the provisions and
        limitations set forth in this Article VII.

                SECTION 7.20 Enforcement. The Trust is authorized specifically
        to seek equitable relief, including injunctive relief, to enforce the
        provisions of this Article VII.

                SECTION 7.21 Non-Waiver. No delay or failure on the part of the
        Trust or the Board of Trustees in exercising any right hereunder shall
        operate as a waiver of any right of the Trust or the Board of Trustees,
        as the case may be, except to the extent specifically waived in
        writing."

                SECOND:         The Articles of Amendment as set forth above
have been duly advised by the board of trustees and approved by the shareholders
of the Trust as required by law.

                THIRD:          The undersigned President acknowledges these
Articles of Amendment to be the act of the Trust and as to all matters or facts
required to be verified under oath, the undersigned President acknowledges that
to the best of the President's knowledge, information and belief, these matters
and facts are true in all material respects and that this statement is made
under the penalties for perjury.

                IN WITNESS WHEREOF, the Trust has caused these Articles of
Amendment to be signed in its name and on its behalf by its President and
attested to by its Secretary on this 21st day of June, 2004.

ATTEST:                                   LIBERTY PROPERTY TRUST



/s/ James J. Bowes                        By:/s/ William P. Hankowsky     (SEAL)
--------------------------------             --------------------------------
James J. Bowes, Secretary                    William P. Hankowsky, President




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