UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                           FORM 10-Q


(Mark One)
X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
    EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1999


                                   OR


    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    AND EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission file number:   1-13130 (Liberty Property Trust)
                          1-13132 (Liberty Property Limited Partnership)


                       LIBERTY PROPERTY TRUST
              LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrants as specified in their governing documents)


MARYLAND (Liberty Property Trust)                             23-7768996
PENNSYLVANIA (Liberty Property Limited Partnership)           23-2766549
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                    Identification Number)

65 Valley Stream Parkway, Suite 100, Malvern, Pennsylvania         19355
(Address of Principal Executive Offices)                      (Zip Code)

Registrants' Telephone Number, Including Area Code         (610)648-1700

Indicate by check mark whether the registrants (1) have filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding twelve (12) months (or for such shorter 
period that the registrants were required to file such reports) and (2) 
have been subject to such filing requirements for the past ninety (90) 
days.  YES X     NO

On May 10, 1999, 66,303,163 Common Shares of Beneficial Interest, par 
value $.001 per share, of Liberty Property Trust were outstanding.


<PAGE>

          LIBERTY PROPERTY TRUST/LIBERTY PROPERTY LIMITED PARTNERSHIP
               FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1999

INDEX
-----

Part I.   Financial Information
-------------------------------
Item 1.   Financial Statements (unaudited)                         Page
                                                                   ----
          Consolidated balance sheets of Liberty Property
          Trust at March 31, 1999 and December 31, 1998.              4

          Consolidated statements of operations of Liberty
          Property Trust for the three months ended March
          31, 1999 and March 31, 1998.                                5

          Consolidated statements of cash flows of Liberty
          Property Trust for the three months ended March
          31, 1999 and March 31, 1998.                                6

          Notes to consolidated financial statements for
          Liberty Property Trust.                                     7

          Consolidated balance sheets of Liberty Property
          Limited Partnership at March 31, 1999 and
          December 31, 1998.                                         10 

          Consolidated statements of operations of Liberty
          Property Limited Partnership for the three months
          ended March 31, 1999 and March 31, 1998.                   11

          Consolidated statements of cash flows of Liberty
          Property Limited Partnership for the three months
          ended March 31, 1999 and March 31, 1998.                   12

          Notes to consolidated financial statements for
          Liberty Property Limited Partnership.                      13

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.                       15

Item 3.   Quantitative and Qualitative Disclosures About Market
          Risk                                                       23

Part II.  Other Information
---------------------------

Signatures                                                           25

Exhibit Index                                                        26

                                -2-
<PAGE>
-----------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe 
harbor" for forward-looking statements. Certain information included in 
this Quarterly Report on Form 10-Q contain statements that are or will be 
forward-looking, such as statements relating to acquisitions and other 
business development and development activities, future capital 
expenditures, the costs and risks associated with the Year 2000 issue, 
financing sources and availability, and the effects of regulation 
(including environmental regulation) and competition. Such 
forward-looking information involves important risks and uncertainties 
that could significantly affect anticipated results in the future and, 
accordingly, such results may differ from those expressed in any 
forward-looking statements made by, or on behalf of, Liberty Property 
Trust and Liberty Property Limited Partnership (together, the "Company"). 
These risks and uncertainties include, but are not limited to, 
uncertainties affecting real estate businesses generally (such as entry 
into new leases, renewals of leases and dependence on tenants' business 
operations), risks relating to acquisition, construction and development 
activities, possible environmental liabilities, risks relating to 
leverage and debt service (including availability of financing terms 
acceptable to the Company and sensitivity of the Company's operations to 
fluctuations in interest rates), the potential for the use of borrowings 
to make distributions necessary to qualify as a REIT, dependence on the 
primary markets in which the Company's properties are located, the 
existence of complex regulations relating to status as a REIT and the 
adverse consequences of the failure to qualify as a REIT, the potential 
adverse impact of market interest rates on the market price for the 
Company's securities and risks relating to the Year 2000 issue.










                                  -3-

<PAGE>

                     CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
                             (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                      MARCH 31, 1999     DECEMBER 31, 1998
                                                    ------------------   -----------------
                                                        (UNAUDITED)
<S>                                                 <C>                  <C>
ASSETS
Real estate:
  Land and land improvements                               $  375,690          $  366,853
  Buildings and improvements                                2,434,491           2,378,272
  Less accumulated depreciation                              (226,977)           (209,023)
                                                           ----------          ---------- 
Operating real estate                                       2,583,204           2,536,102

  Development in progress                                     218,600             207,563
  Land held for development                                    77,381              75,454
                                                           ----------          ----------
Net real estate                                             2,879,185           2,819,119

Cash and cash equivalents                                      14,726              14,391
Accounts receivable                                             9,879              15,391
Deferred financing and leasing costs, 
  net of accumulated amortization 
  (1999, $52,476; 1998, $49,390)                               40,434              39,475
Prepaid expenses and other assets                              40,988              44,995
                                                           ----------          ----------
Total assets                                               $2,985,212          $2,933,371
                                                           ==========          ==========

LIABILITIES
Mortgage loans                                             $  407,686          $  413,224
Unsecured notes                                               780,000             645,000
Credit facility                                               197,000             264,000
Convertible debentures                                         96,836             101,619
Accounts payable                                               25,651              20,216
Accrued interest                                                8,691              18,263
Dividend payable                                               33,887              33,734
Other liabilities                                              61,095              69,025
                                                           ----------          ----------
Total liabilities                                           1,610,846           1,565,081

Minority interest                                              95,244             101,254

SHAREHOLDERS' EQUITY
8.80% Series A cumulative redeemable preferred 
  shares, $.001 par value, 5,000,000 shares 
  authorized, issued and outstanding as of 
  March 31, 1999 and December 31, 1998                        120,814             120,814
Common shares of beneficial interest, $.001
  par value, 200,000,000 shares authorized,
  66,294,961 and 65,645,340 shares issued
  and outstanding as of March 31, 1999
  and December 31, 1998, respectively                              66                  66
Additional paid-in capital                                  1,181,511           1,168,663
Unearned compensation                                          (1,168)               (562)
Dividends in excess of net income                             (22,101)            (21,945)
                                                           ----------         -----------
Total shareholders' equity                                  1,279,122           1,267,036
                                                           ----------         -----------
Total liabilities and shareholders' equity                 $2,985,212          $2,933,371
                                                           ==========         ===========
</TABLE>

See accompanying notes.

                                  -4-

<PAGE>

       CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY TRUST
          (UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                          THREE                  THREE
                                                       MONTHS ENDED           MONTHS ENDED
                                                      MARCH 31, 1999         MARCH 31, 1998
                                                      --------------         --------------
<S>                                                    <C>                   <C>
REVENUE
Rental                                                  $  81,468             $  61,015
Operating expense reimbursement                            29,523                20,250
Management fees                                               150                   147
Gain on sale                                                1,269                     -
Interest and other                                          1,079                 1,207 
                                                        ---------             ---------
Total revenue                                             113,489                82,619
                                                        ---------             ---------

OPERATING EXPENSES
Rental property expenses                                   21,193                14,916
Real estate taxes                                           9,777                 7,019
General and administrative                                  3,985                 3,350
Depreciation and amortization                              20,143                14,219
                                                        ---------             ---------
Total operating expenses                                   55,098                39,504
                                                        ---------             ---------

Operating income                                           58,391                43,115

Interest expense                                           23,753                16,566
                                                        ---------             ---------

Income before minority interest                            34,638                26,549

Minority interest                                           2,210                 1,809
                                                        ---------             ---------
Net income                                                 32,428                24,740

Preferred distributions                                     2,750                 2,750
                                                        ---------             ---------
Income available to common shareholders                 $  29,678             $  21,990
                                                        =========             =========

Income per common share - basic                         $    0.45             $    0.40
                                                        =========             =========

Income per common share - diluted                       $    0.45             $    0.40
                                                        =========             =========

Distributions declared per common share                 $    0.45             $    0.42
                                                        =========             =========
Weighted average number of common shares
  outstanding - basic                                      66,018                55,279
                                                        =========             =========
Weighted average number of common shares
  outstanding - diluted                                    66,177                55,667
                                                        =========             =========
</TABLE>


See accompanying notes.

                                 -5-
<PAGE>

     CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST
                      (UNAUDITED AND IN THOUSANDS)
<TABLE>
<CAPTION>
                                                          THREE                 THREE
                                                       MONTHS ENDED          MONTHS ENDED
                                                      MARCH 31, 1999        MARCH 31, 1998
                                                      --------------        --------------
 <S>                                                    <C>                 <C>
OPERATING ACTIVITIES
Net income                                              $   32,428            $  24,740
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation and amortization                           20,143               14,219
    Amortization of deferred financing costs                 1,152                1,103
    Minority interest in net income                          2,210                1,809
    Gain on sale                                            (1,269)                   -
    Noncash compensation                                     1,309                  793
    Changes in operating assets and liabilities:
      Accounts receivable                                    5,512                  115 
      Prepaid expenses and other assets                      3,590               (1,126)
      Accounts payable                                       5,435                3,099
      Accrued interest                                      (9,572)              (2,784)
      Other liabilities                                     (7,930)               7,123
                                                        ----------            ---------
Net cash provided by operating activities                   53,008               49,091
                                                        ----------            ---------
INVESTING ACTIVITIES
    Investment in properties                               (32,921)            (248,417)
    Proceeds from disposition of properties                 12,920                    -
    Investment in development in progress                  (50,992)             (68,249)
    Investment in land held for development                 (5,654)             (11,879)
    Increase in deferred leasing costs                      (3,288)              (2,195)
                                                        ----------            ---------
Net cash used in investing activities                      (79,935)            (330,740)
                                                        ----------            ---------
FINANCING ACTIVITIES
    Net proceeds from issuance of common shares                284              103,438
    Proceeds from issuance of unsecured notes              135,000              175,000
    Repayments of mortgage loans                            (5,538)              (1,271)
    Proceeds from credit facility                           36,000              229,000
    Repayments on credit facility                         (103,000)            (216,000)
    (Increase) decrease deferred financing costs              (808)                 576 
    Distributions paid on common shares                    (29,540)             (22,130)
    Distributions paid on preferred shares                  (2,750)              (2,750)
    Distributions paid on units                             (2,386)              (2,174)
                                                        ----------            ---------
Net cash provided by financing activities                   27,262              263,689

Increase (decrease) in cash and cash equivalents               335              (17,960)

Cash and cash equivalents at beginning of period            14,391               55,079
                                                        ----------            ---------
Cash and cash equivalents at end of period              $   14,726            $  37,119
                                                        ==========            =========
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and
  deferred costs                                        $        -            $      20
Acquisition of properties                                        -              (14,612)
Assumption of mortgage loans                                     -               14,381
Issuance of operating partnership units                          -                  231
Conversion of convertible debentures                         4,674                2,212
                                                        ==========            =========
</TABLE>
See accompanying notes.

                                  -6-

<PAGE>
                               LIBERTY PROPERTY TRUST

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                   MARCH 31, 1999

NOTE 1 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited consolidated financial statements of Liberty 
Property Trust (the "Trust") and its subsidiaries, including Liberty 
Property Limited Partnership (the "Operating Partnership") (the Trust, 
Operating Partnership and their respective subsidiaries referred to 
collectively as the "Company"), have been prepared in accordance with 
generally accepted accounting principles for interim financial 
information and with the instructions to Form 10-Q and Article 10 of 
Regulation S-X. Accordingly, they do not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements and should be read in conjunction with the 
consolidated financial statements and notes thereto included in the 
Annual Report on Form 10-K of the Trust and the Operating Partnership for 
the year ended December 31, 1998. In the opinion of management, all 
adjustments (consisting solely of normal recurring adjustments) necessary 
for a fair presentation of the financial statements for these interim 
periods have been included. The results of interim periods are not 
necessarily indicative of the results to be obtained for a full fiscal 
year.  Certain amounts from prior periods have been restated to conform 
to current period presentation.

The following table sets forth the computation of basic and diluted 
income per common share for the three month periods ended March 31, 1999 
and 1998:

<TABLE>
<CAPTION>
                               FOR THE THREE MONTHS                    FOR THE THREE MONTHS
                               ENDED MARCH 31, 1999                    ENDED MARCH 31, 1998
                      -------------------------------------    ------------------------------------- 
                        INCOME        SHARES      PER SHARE      INCOME        SHARES      PER SHARE
                      (NUMERATOR)  (DENOMINATOR)    AMOUNT     (NUMERATOR)  (DENOMINATOR)    AMOUNT
                      -----------  -------------  ---------    -----------  -------------  ---------
                                         (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                   <C>          <C>            <C>          <C>          <C>            <C>
Net income             $ 32,428                                 $ 24,740
Less: Preferred
 distributions            2,750                                    2,750
                       --------                                 --------
Basic income per
 common share
 Income available
  to common share-
  holders                29,678       66,018       $  0.45        21,990       55,279       $  0.40
                                                   =======                                  =======
Effect of dilutive
 securities
 Options                      -          159                           -          388
                       --------      -------                    --------      -------
Diluted income per
 common share
 Income available
  to common share-
  holders and assumed
  conversions          $ 29,678       66,177       $  0.45      $ 21,990       55,667       $  0.40 
                       ========      =======       =======      ========      =======       =======
</TABLE>

Diluted income per common share includes the weighted average common 
shares and dilutive effect of the outstanding options, and excludes the 
effects of the conversion of the units of limited partnership interest in 
the Operating Partnership (the "Units") and the Exchangeable Subordinated 

                               -7-

<PAGE>

Debentures due 2001 of the Operating Partnership (the "Convertible 
Debentures") into common shares, as to do so would have been antidilutive 
for the periods presented.  The securities excluded from the diluted 
calculation could potentially dilute basic income per common share in the 
future.

NOTE 2 - ORGANIZATION
---------------------

Liberty Property Trust (the "Trust") is a self-administered and self-
managed Maryland real estate investment trust (a "REIT").  Substantially 
all of the Trust's assets are owned directly or indirectly, and 
substantially all of the Trust's operations are conducted directly or 
indirectly, by its subsidiary, Liberty Property Limited Partnership, a 
Pennsylvania limited partnership (the "Operating Partnership" and, 
together with the Trust, the "Company").  The Trust is the sole general 
partner and also a limited partner of the Operating Partnership, with a 
combined equity interest in the Operating Partnership of 93.1% at March 
31, 1999.  The Company provides leasing, property management, 
development, acquisition, construction management and design management 
for a portfolio of industrial and office properties which are located 
principally within the Southeastern, Mid-Atlantic and Midwestern United 
States.

In 1998, the Company received $296.3 million in aggregate net proceeds 
from the issuance of Common Shares and $292.1 million in aggregate net 
proceeds from the issuance of unsecured notes.  The Company used the 
aggregate net proceeds from the sale of Common Shares and the unsecured 
notes to fund the Company's activities, including paying down the Credit 
Facility, which funds acquisition and development activity.

On January 15, 1999, the Company closed on a $135 million, two-year 
unsecured term loan.  The interest rate for the loan is 135 basis points 
over LIBOR.

On April 20, 1999, the Company sold $250 million principal amount of 
7.75% notes due 2009.  The aggregate net proceeds from such issuance was 
approximately $246.0 million.

NOTE 3 - SEGMENT INFORMATION
----------------------------

Liberty Property Trust operates its portfolio of properties throughout 
the Southeastern, Mid-Atlantic and Midwestern United States.  The 
Company reviews performance of the portfolio on a geographical basis, as 
such, the following regions are considered the Company's reportable 
segments:  Southeastern Pennsylvania; New Jersey/Delaware; Lehigh 
Valley, Pennsylvania; Maryland; Virginia; the Carolinas; Jacksonville, 
Florida; Tampa, Florida; South Florida; Minneapolis, Minnesota; Detroit, 
Michigan; and the United Kingdom.  The Company's reportable segments are 
distinct business units which are each managed separately in order to 
concentrate market knowledge within a geographical area.  Within these 
reportable segments, the Company derives its revenues from its two 
product types: industrial properties and office properties.

The Company evaluates performance of the reportable segments based on 
property-level net operating income, which is calculated as rental 
revenue and operating expense reimbursement less rental expenses and 
real estate taxes.  The accounting policies of the reportable segments 
are the same as those for the Company on a consolidated basis.  The 
operating information by segment is as follows (in thousands):

                                 -8-

<PAGE>
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1999
-----------------------------------------------------------------------------------------------------
                                      New
                            SE      Jersey/   Lehigh                The
                         Pennsyl.  Delaware   Valley   Virginia  Carolinas  Jacksonville  Michigan  All Others   Total
                         --------  --------  --------  --------  ---------  ------------  --------  ----------  --------
<S>                      <C>       <C>       <C>       <C>       <C>        <C>           <C>       <C>         <C>
Real-estate 
 related revenues         $ 26,808  $ 11,655  $ 10,739  $  9,978  $  9,510     $  9,881    $ 11,686   $ 20,734  $110,991
Rental operating 
 expenses and real 
 estate taxes                7,850     3,472     2,377     2,264     2,724        2,296       3,737      6,250    30,970
                          --------  --------  --------  --------  --------     --------    --------   --------  --------
Property-level net
 operating income           18,958     8,183     8,362     7,714     6,786        7,585       7,949     14,484    80,021

Other income/
 expenses, net                                                                                                    45,383
                                                                                                                --------
Income before 
 minority interest                                                                                                34,638 
        
Minority interest                                                                                                  2,210

Preferred distributions                                                                                            2,750
                                                                                                                --------
Income available
 to common shareholders                                                                                         $ 29,678
                                                                                                                ========

FOR THE THREE MONTHS ENDED MARCH 31, 1998
-----------------------------------------------------------------------------------------------------
                                      New
                            SE      Jersey/   Lehigh                The
                         Pennsyl.  Delaware   Valley   Virginia  Carolinas  Jacksonville  Michigan  All Others   Total
                         --------  --------  --------  --------  ---------  ------------  --------  ----------  --------
<S>                      <C>       <C>       <C>       <C>       <C>        <C>           <C>       <C>         <C>
Real-estate 
 related revenues         $ 22,720  $  7,596  $  8,851  $  7,967  $  6,329     $  7,927    $  7,932   $ 11,943  $ 81,265
Rental operating 
 expenses and real 
 estate taxes                6,621     2,184     1,743     1,695     1,700        1,744       2,751      3,497    21,935
                          --------  --------  --------  --------  --------     --------    --------   --------  --------
Property-level net
 operating income           16,099     5,412     7,108     6,272     4,629        6,183       5,181      8,446    59,330

Other income/
 expenses, net                                                                                                    32,781
                                                                                                                --------
Income before 
 minority interest                                                                                                26,549 
       
Minority interest                                                                                                  1,809

Preferred distributions                                                                                            2,750
                                                                                                                --------
Income available
 to common shareholders                                                                                         $ 21,990
                                                                                                                ========
</TABLE>

                                 -9-

<PAGE>
<TABLE>
<CAPTION>
            CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
                                      (IN THOUSANDS)

                                                     MARCH 31, 1999     DECEMBER 31, 1998
                                                    ----------------    -----------------
                                                       (UNAUDITED)
<S>                                                 <C>                 <C>
ASSETS
Real estate:
  Land and land improvements                            $  375,690         $  366,853
  Buildings and improvements                             2,434,491          2,378,272
  Less accumulated depreciation                           (226,977)          (209,023)
                                                        ----------         ----------

Operating real estate                                    2,583,204          2,536,102
  
  Development in progress                                  218,600            207,563
  Land held for development                                 77,381             75,454
                                                        ----------         ----------
Net real estate                                          2,879,185          2,819,119 

Cash and cash equivalents                                   14,726             14,391
Accounts receivable                                          9,879             15,391
Deferred financing and leasing costs, 
  net of accumulated amortization 
  (1999, $52,476; 1998, $49,390)                            40,434             39,475
Prepaid expenses and other assets                           40,988             44,995
                                                        ----------         ----------
Total assets                                            $2,985,212         $2,933,371
                                                        ==========         ==========
LIABILITIES
Mortgage loans                                          $  407,686         $  413,224
Unsecured notes                                            780,000            645,000
Credit facility                                            197,000            264,000
Convertible debentures                                      96,836            101,619
Accounts payable                                            25,651             20,216
Accrued interest                                             8,691             18,263
Dividend payable                                            33,887             33,734
Other liabilities                                           61,095             69,025
                                                        ----------         ----------
Total liabilities                                        1,610,846          1,565,081

OWNERS' EQUITY
General partner's equity-preferred units                   120,814            120,814
                        -common units                    1,158,308          1,146,222
Limited partners' equity                                    95,244            101,254
                                                        ----------         ----------
Total owners' equity                                     1,374,366          1,368,290
                                                        ----------         ----------
Total liabilities and owners' equity                    $2,985,212         $2,933,371
                                                        ==========         ==========
</TABLE>

See accompanying notes.

                                 -10-

<PAGE>
<TABLE>
<CAPTION>
          CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
                                    (UNAUDITED AND IN THOUSANDS)

                                                              THREE               THREE
                                                           MONTHS ENDED       MONTHS ENDED
                                                          MARCH 31, 1999     MARCH 31, 1998
                                                          ---------------    --------------
<S>                                                       <C>                <C>
REVENUE
Rental                                                       $    81,468        $  61,015
Operating expense reimbursement                                   29,523           20,250
Management fees                                                      150              147
Gain on sale                                                       1,269                -
Interest and other                                                 1,079            1,207 
                                                             -----------        ---------
Total revenue                                                    113,489           82,619
                                                             -----------        ---------

OPERATING EXPENSES
Rental property expenses                                          21,193           14,916
Real estate taxes                                                  9,777            7,019
General and administrative                                         3,985            3,350
Depreciation and amortization                                     20,143           14,219
                                                             -----------        ---------
Total operating expenses                                          55,098           39,504
                                                             -----------        ---------
Operating income                                                  58,391           43,115

Interest expense                                                  23,753           16,566
                                                             -----------        ---------
Net income                                                        34,638           26,549

Net income allocated to general partner - preferred units          2,750            2,750
                                                             -----------        ---------
Net income available to partners - common interest           $    31,888        $  23,799
                                                             ===========        =========
Net income allocated to general partner - common units       $     2,210        $   1,809
                                                             ===========        =========
Net income allocated to limited partners                     $    29,678        $  21,990
                                                             ===========        =========
</TABLE>

See accompanying notes.

                                  -11-

<PAGE>
<TABLE>
<CAPTION>
             CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
                                       (UNAUDITED AND IN THOUSANDS)

                                                               THREE              THREE
                                                            MONTHS ENDED       MONTHS ENDED
                                                           MARCH 31, 1999     MARCH 31, 1998
                                                           --------------     --------------

<S>                                                        <C>                <C>
OPERATING ACTIVITIES
Net income                                                    $  34,638         $  26,549
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation and amortization                                20,143            14,219
    Amortization of deferred financing costs                      1,152             1,103
    Gain on sale                                                 (1,269)                -
    Noncash compensation                                          1,309               793
    Changes in operating assets and liabilities:
      Accounts receivable                                         5,512               115 
      Prepaid expenses and other assets                           3,590            (1,126)
      Accounts payable                                            5,435             3,099
      Accrued interest                                           (9,572)           (2,784)
      Other liabilities                                          (7,930)            7,123
                                                             ----------         ---------
Net cash provided by operating activities                        53,008            49,091
                                                             ----------         ---------
INVESTING ACTIVITIES
    Investment in properties                                    (32,921)         (248,417)
    Proceeds from disposition of properties                      12,920                 - 
    Investment in development in progress                       (50,992)          (68,249)
    Investment in land held for development                      (5,654)          (11,879)
    Increase in deferred leasing costs                           (3,288)           (2,195)
                                                             ----------          ---------
Net cash used in investing activities                           (79,935)         (330,740)
                                                             ----------          ---------

FINANCING ACTIVITIES
    Proceeds from issuance of unsecured notes                   135,000           175,000
    Repayments of mortgage loans                                 (5,538)           (1,271)
    Proceeds from credit facility                                36,000           229,000
    Repayments on credit facility                              (103,000)         (216,000)
    (Increase) decrease in deferred financing costs                (808)              576 
    Capital contributions                                           284           103,438
    Distributions to partners                                   (34,676)          (27,054)
                                                             ----------          ---------
Net cash provided by financing activities                        27,262           263,689

Increase (decrease) in cash and cash equivalents                    335           (17,960)

Cash and cash equivalents at beginning of period                 14,391            55,079
                                                             ----------          ---------
Cash and cash equivalents at end of period                  $    14,726         $  37,119
                                                             ==========          =========

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and
  deferred costs                                            $         -         $      20
Acquisition of properties                                             -           (14,612)
Assumption of mortgage loans                                          -            14,381
Issuance of operating partnership units                               -               231
Conversion of convertible debentures                              4,674             2,212
                                                             ==========          =========
</TABLE>
See accompanying notes.

                                 -12-

<PAGE>
                       LIBERTY PROPERTY LIMITED PARTNERSHIP

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                 MARCH 31, 1999

NOTE 1 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited consolidated financial statements of Liberty 
Property Limited Partnership (the "Operating Partnership") and its direct 
and indirect subsidiaries have been prepared in accordance with generally 
accepted accounting principles for interim financial information and with 
the instructions to Form 10-Q and Article 10 of Regulation S-X. 
Accordingly, they do not include all of the information and footnotes 
required by generally accepted accounting principles for complete 
financial statements and should be read in conjunction with the 
consolidated financial statements and notes thereto included in the 
Annual Report on Form 10-K of the Trust and the Operating Partnership for 
the year ended December 31, 1998. In the opinion of management, all 
adjustments (consisting solely of normal recurring adjustments) necessary 
for a fair presentation of the financial statements for these interim 
periods have been included. The results of interim periods are not 
necessarily indicative of the results to be obtained for a full fiscal 
year.  Certain amounts from prior periods have been restated to conform 
to current period presentations.

NOTE 2 - ORGANIZATION
---------------------

Liberty Property Trust (the "Trust") is a self-administered and self-
managed Maryland real estate investment trust (a "REIT").  Substantially 
all of the Trust's assets are owned directly or indirectly, and 
substantially all of the Trust's operations are conducted directly or 
indirectly, by its subsidiary, Liberty Property Limited Partnership, a 
Pennsylvania limited partnership (the "Operating Partnership" and, 
together with the Trust and its consolidated subsidiaries, the 
"Company").  The Trust is the sole general partner and also a limited 
partner of the Operating Partneship, with a combined equity interest in 
the Operating Partnership of 93.1% at March 31, 1999.  The Company 
provides leasing, property management, acquisition, development, 
construction management and design management for a portfolio of 
industrial and office properties which are located principally within the 
Southeastern, Mid-Atlantic and Midwestern United States.

In 1998, the Company received $296.3 million in aggregate net proceeds 
from the issuance of Common Shares and $292.1 million in aggregate net 
proceeds from the issuance of unsecured notes.  The Company used the 
aggregate net proceeds from the sale of Common Shares and the unsecured 
notes to fund the Company's activities, including paying down the Credit 
Facility, which funds acquisition and development activity.

On January 15, 1999, the Company closed on a $135 million, two-year 
unsecured term loan.  The interest rate for the loan is 135 basis points 
over LIBOR.

On April 20, 1999, the Company sold $250 million principal amount of 
7.75% notes due 2009.  The aggregate net proceeds from such issuance was 
approximately $246.0 million.

                                 -13-

<PAGE>
NOTE 3 - SEGMENT INFORMATION
----------------------------

Liberty Property Trust operates its portfolio of properties throughout 
the Southeastern, Mid-Atlantic and Midwestern United States.  The 
Company reviews performance of the portfolio on a geographical basis, as 
such, the following regions are considered the Company's reportable 
segments:  Southeastern Pennsylvania; New Jersey/Delaware; Lehigh 
Valley, Pennsylvania; Maryland; Virginia; the Carolinas; Jacksonville, 
Florida; Tampa, Florida; South Florida; Minneapolis, Minnesota; Detroit, 
Michigan; and the United Kingdom.  The Company's reportable segments are 
distinct business units which are each managed separately in order to 
concentrate market knowledge within a geographical area.  Within these 
reportable segments, the Company derives its revenues from its two 
product types:  industrial and office properties.

The Company evaluates performance of the reportable segments based on 
property-level net operating income, which is calculated as rental 
revenue and operating expense reimbursement less rental expenses and 
real estate taxes.  The accounting policies of the reportable segments 
are the same as those for the Company on a consolidated basis.  The 
operating information by segment is as follows (in thousands):

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1999
-----------------------------------------------------------------------------------------------------
                                      New
                            SE      Jersey/   Lehigh                The
                         Pennsyl.  Delaware   Valley   Virginia  Carolinas  Jacksonville  Michigan  All Others   Total
                         --------  --------  --------  --------  ---------  ------------  --------  ----------  --------
<S>                      <C>       <C>       <C>       <C>       <C>        <C>           <C>       <C>         <C>
Real-estate 
 related revenues         $ 26,808  $ 11,655  $ 10,739  $  9,978  $  9,510     $  9,881    $ 11,686   $ 20,734  $110,991
Rental operating 
 expenses and real 
 estate taxes                7,850     3,472     2,377     2,264     2,724        2,296       3,737      6,250    30,970
                          --------  --------  --------  --------  --------     --------    --------   --------  --------
Property-level net
 operating income           18,958     8,183     8,362     7,714     6,786        7,585       7,949     14,484    80,021

Other income/
 expenses, net                                                                                                    45,383
                                                                                                                --------
Net income                                                                                                        34,638 
        
Net income allocated to general partner - preferred units                                                          2,750
                                                                                                                --------
Net income allocated to partners - common interest                                                              $ 31,888
                                                                                                                ========
Net income allocated to general partner - common units                                                          $  2,210
                                                                                                                ========
Net income allocated to limited partners                                                                        $ 29,678
                                                                                                                ========

FOR THE THREE MONTHS ENDED MARCH 31, 1998
-----------------------------------------------------------------------------------------------------
                                      New
                            SE      Jersey/   Lehigh                The
                         Pennsyl.  Delaware   Valley   Virginia  Carolinas  Jacksonville  Michigan  All Others   Total
                         --------  --------  --------  --------  ---------  ------------  --------  ----------  --------
<S>                      <C>       <C>       <C>       <C>       <C>        <C>           <C>       <C>         <C>
Real-estate 
 related revenues         $ 22,720  $  7,596  $  8,851  $  7,967  $  6,329     $  7,927    $  7,932   $ 11,943  $ 81,265
Rental operating 
 expenses and real 
 estate taxes                6,621     2,184     1,743     1,695     1,700        1,744       2,751      3,497    21,935
                          --------  --------  --------  --------  --------     --------    --------   --------  --------
Property-level net
 operating income           16,099     5,412     7,108     6,272     4,629        6,183       5,181      8,446    59,330

Other income/
 expenses, net                                                                                                    32,781
                                                                                                                --------
Net income                                                                                                        26,549 
        
Net income allocated to general partner - preferred units                                                          2,750
                                                                                                                --------
Net income allocated to partners - common interest                                                              $ 23,799
                                                                                                                ========
Net income allocated to general partner - common units                                                          $  1,809
                                                                                                                ========
Net income allocated to limited partners                                                                        $ 21,990
                                                                                                                ========
</TABLE>

                                 -14-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS
-----------------------------------------------------------------------

OVERVIEW
	
The following discussion and analysis is based on a consolidated view of 
the Company.  Geographic segment data for the three month periods ended 
March 31, 1999 and 1998 is included in Note 3 of the Notes to the Liberty 
Property Trust and Liberty Property Limited Partnership Financial 
Statements, respectively.

In 1999, the Company continued to pursue development and acquisition 
opportunities and continued to focus on increasing the cash flow from its 
Properties in Operation by increasing property occupancy and increasing 
rental rates.

The composition of the Company's properties in operation as of March 31, 
1999 and 1998 is as follows (in thousands):

<TABLE>
<CAPTION>
                                     TOTAL           PERCENT OF TOTAL
                                  SQUARE FEET          SQUARE FEET           PERCENT OCCUPIED
                               -----------------     ----------------       -----------------
                                   MARCH 31,             MARCH 31,              MARCH 31,  
TYPE                            1999      1998         1999     1998          1999     1998
-------------------------      -------   -------     -------  -------       -------   -------
<S>                            <C>       <C>         <C>      <C>           <C>       <C>
Industrial - Distribution      19,244    15,644       42.7%    43.2%         95.7%     94.6%
Industrial - Flex              13,213    10,108       29.4%    28.0%         93.8%     94.7%
Office                         12,561    10,398       27.9%    28.8%         94.2%     95.4%
                               ------    ------      -------  -------       -------   -------
Total                          45,018    36,150      100.0%   100.0%         94.7%     94.9%
                               ======    ======      ======   ======        ======    ======
</TABLE>

The expiring square feet and annual base rent by year for the properties 
in operation as of March 31, 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                    INDUSTRIAL-
                   DISTRIBUTION       INDUSTRIAL-FLEX           OFFICE                 TOTAL
               ------------------    ------------------    ------------------    ------------------
               SQUARE    ANNUAL      SQUARE    ANNUAL      SQUARE    ANNUAL      SQUARE    ANNUAL
YEAR            FEET    BASE RENT     FEET    BASE RENT     FEET    BASE RENT     FEET    BASE RENT
----------     ------   ---------    ------   ---------    ------   ---------    ------   ---------
<S>            <C>      <C>          <C>      <C>          <C>      <C>          <C>      <C>
1999            2,366    $10,648       2,041   $ 14,683      1,598   $ 16,403      6,005   $ 41,734  
2000            2,063      9,295       2,267     16,755      1,934     24,108      6,264     50,158  
2001            2,904     13,093       2,101     14,680      1,543     19,247      6,548     47,020  
2002            3,209     13,397       1,574     11,898      1,126     13,730      5,909     39,025  
2003            1,852      8,882       1,903     17,567      1,139     15,435      4,894     41,884  
2004            1,248      6,081         564      5,197        565      8,212      2,377     19,490
Thereafter      4,775     23,667       1,948     20,234      3,922     56,999     10,645    100,900  
               ------    -------      ------   --------     ------   --------     ------   --------
Total          18,417    $85,063      12,398   $101,014     11,827   $154,134     42,642   $340,211
               ======    =======      ======   ========     ======   ========     ======   ========
</TABLE>

                                  -15-

<PAGE>
The scheduled deliveries of the 3.3 million square feet of properties 
under development as of March 31, 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                                SQUARE FEET
                         -----------------------------
   SCHEDULED             IND-    IND-                      PERCENT PRE-LEASED
IN-SERVICE DATE          DIST.   FLEX    OFFICE   TOTAL      MARCH 31, 1999      TOTAL INVESTMENT
----------------        ------  ------  -------  ------    ------------------    ----------------
<S>                     <C>     <C>     <C>      <C>        <C>                  <C>
2nd Quarter 1999           697      81      456   1,234            91.4%           $ 90,618 
3rd Quarter 1999           250     123      255     628            92.2%             49,347 
4th Quarter 1999           170       -      435     605            53.1%             81,635 
1st Quarter 2000             -       -      191     191            91.9%             24,530
Thereafter                   -     188      503     691            24.9%             76,061 
                        ------  ------  -------  ------           ------          ----------
Total                    1,117     392    1,840   3,349            70.9%           $322,191  
                         =====   =====   ======   =====           ======          ==========
</TABLE>

RESULTS OF OPERATIONS
---------------------

The following discussion is based on the consolidated financial 
statements of the Company.  It compares the results of operations of the 
Company for the three months ended March 31, 1999 (unaudited) with the 
results of operations of the Company for the three months ended March 31, 
1998 (unaudited).  As a result of the significant level of acquisition 
and development activities by the Company in 1999 and 1998, the overall 
operating results of the Company during such periods are not directly 
comparable.  However, certain data, including the "Same Store" 
comparison, do lend themselves to direct comparison.  As used herein, the 
term "Company" includes the Trust, the Operating Partnership and their 
subsidiaries.

This information should be read in conjunction with the accompanying 
consolidated financial statements and notes included elsewhere in this 
report.

For the three months ended March 31, 1999 compared to the three months 
ended March 31, 1998.
-----------------------------------------------------------------------

Total revenue (principally rental revenue and operating expense 
reimbursement) increased to $113.5 million from $82.6 million for the 
three months ended March 31, 1999 compared to 1998. These increases are 
primarily due to the increase in the number of properties in operation 
during the respective periods.  As of March 31, 1998, the Company had 496 
properties in operation and, as of March 31, 1999, the Company had 625 
properties in operation. From January 1, 1998 through March 31, 1998, the 
Company acquired or completed the development on 26 properties, for a 
Total Investment (as defined below) of approximately $158.9 million.  
From January 1, 1999 through March 31, 1999, the Company acquired or 
completed the development on 19 properties, for a Total Investment of 
approximately $71.2 million.  Furthermore, total revenue increased 
because the operating expense recovery percentage (the ratio of operating 
expense reimbursement to rental property expenses and real estate taxes) 
increased to 95.3% for the three months ended March 31, 1999 from 92.3% 
for the three months ended March 31, 1998 due to the increase in 
occupancy.  The "Total Investment" for a property is defined as the 
property's purchase price plus closing costs and management's estimate, 
as determined at the time of acquisition, of the cost of necessary 
building improvements in the case of acquisitions, or land costs and land 
and building improvement costs in the case of development projects, and 

                                 -16-
<PAGE>
where appropriate, other development costs and carrying costs required to 
reach rent commencement.

Rental property and real estate tax expenses increased to $31.0 million 
from $21.9 million for the three months ended March 31, 1999 compared to 
1998. These increases are due to the increase in the number of properties 
owned during the respective periods.

Property-level operating income for the "Same Store" properties 
(properties owned as of January 1, 1998) increased to $56.3 million for 
the three months ended March 31, 1999 from $53.8 million for the three 
months ended March 31, 1998, with straightlining (which recognizes rental 
revenue evenly over the life of the lease), and increased to $55.5   
million for the three months ended March 31, 1999 from $52.8 million for 
the three months ended March 31, 1998, without straightlining.  These 
increases of 4.7% and 5.1%, respectively, are due to increases in the 
rental rates for the properties and increases in occupancy.

Set forth below is a schedule comparing the property-level operating 
income for the Same Store properties for the three month periods ended 
March 31, 1999 and 1998 (in thousands).

<TABLE>
<CAPTION>
                                        WITH STRAIGHTLINING           WITHOUT STRAIGHTLINING
                                  ------------------------------  ------------------------------
                                         THREE MONTHS ENDED             THREE MONTHS ENDED
                                  ------------------------------  ------------------------------
                                  MARCH 31, 1999  MARCH 31, 1998  MARCH 31, 1999  MARCH 31, 1998
                                  --------------  --------------  --------------  --------------
<S>                               <C>             <C>             <C>             <C>
Rental Revenue                      $ 57,605        $ 55,441        $ 56,769        $ 54,408
Operating expense reimbursement       20,912          18,293          20,912          18,293
                                    --------        --------        --------        -------- 
                                      78,517          73,734          77,681          72,701

Rental property expenses              15,477          13,605          15,477          13,605
Real estate taxes                      6,709           6,313           6,709           6,313
                                    --------        --------        --------        -------- 
Property level operating income     $ 56,331        $ 53,816        $ 55,495        $ 52,783
                                    ========        ========        ========        ========
</TABLE>

General and administrative expenses increased to $4.0 million for the 
three months ended March 31, 1999 from $3.4 million for the three months 
ended March 31, 1998, due to the increase in personnel and other related 
overhead costs necessitated by the increase in the number of properties 
owned during the respective periods.  This increase is somewhat mitigated 
by the benefit of certain economies of scale experienced by the Company 
in owning and operating the increased number of properties.

Depreciation and amortization expense increased to $20.1 million for the 
three months ended March 31, 1999 from $14.2 million for the three months 
ended March 31, 1998.  This increase is due to an increase in the number 
of properties owned during the respective periods.

Interest expense increased to $23.8 million for the three months ended 
March 31, 1999 from $16.6 million for the three months ended March 31, 
1998.  This increase is due to an increase in the average debt 
outstanding for the respective periods which was $1,452.7 million for the 
first three months of 1999 and $1,059.5 million for the first three 
months of 1998.  This increase is offset by a decrease in the weighted 
average interest rates for the periods, to 7.2% for the three months 
ended March 31, 1999 from 7.4% for the three months ended March 31, 1998.

                                  -17-

<PAGE>
As a result of the foregoing, the Company's operating income increased to 
$58.4 million for the three months ended March 31, 1999 from $43.1 
million for the three months ended March 31, 1998.  In addition, income 
before minority interest for the three months increased to $34.6 million 
for the three months ended March 31, 1999 from $26.5 million for the 
three months ended March 31, 1998.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 1999, the Company had cash and cash equivalents of $14.7 
million.

Net cash flow provided by operating activities increased to $53.0 million 
for the three months ended March 31, 1999 from $49.1 million for the 
three months ended March 31, 1998.  This $3.9 million increase was 
primarily due to the cash provided by the additional Operating Properties 
in service during the latter period.

Net cash used in investing activities decreased to $79.9 million for the 
three months ended March 31, 1999 from $330.7 million for the three 
months ended March 31, 1998.  This decrease primarily resulted from
decreased acquisition activity in 1999, and an increase in property 
dispositions.

Net cash provided by financing activities decreased to $27.3 million for 
the three months ended March 31, 1999 from $263.7 million for the three 
months ended March 31, 1998. This decrease is due to a decrease in the 
Company's financing requirements consistent with its decrease in 
investment activities.

The Company believes that its undistributed cash flow from operations is 
adequate to fund its short-term liquidity requirements.

The Company funds its acquisitions and completed development with long-
term capital sources.  These activities may be funded on a temporary 
basis through its $325.0 million unsecured line of credit (the "Credit 
Facility"), which matures May 2000.

The interest rate on borrowings under the Credit Facility fluctuates 
based upon the Company's leverage levels or ratings from Moody's and S&P. 
Moody's and S&P have assigned senior debt ratings to the Company of Baa3 
and BBB-, respectively.  At these ratings, the interest rate for 
borrowings under the Credit Facility is 110 basis points over LIBOR.

As of March 31, 1999, $407.7 million in mortgage loans, $645.0 million in 
unsecured notes and $135.0 million in an unsecured term loan were 
outstanding.  The interest rates on $1,036.2 million of mortgage loans 
and unsecured notes are fixed and range from 5.0% to 9.1%.  Interest 
rates on $151.5 million of mortgage loans and the unsecured term loan 
float with LIBOR, prime or a municipal bond index, $10.0 million of which 
is subject to certain caps.  The weighted average remaining term for the 
mortgage loans, unsecured notes and the unsecured term loan is 7.5 years. 
The scheduled maturities of principal amortization of the Company's 
mortgage loans, unsecured notes and the unsecured term loan outstanding

                                 -18-

<PAGE>
and the related weighted average interest rates are as follows (in 
thousands):

<TABLE>
<CAPTION>
                     MORTGAGES            UNSECURED                        WEIGHTED
            --------------------------    NOTES AND                        AVERAGE
            AMORTIZATION    MATURITIES    TERM LOAN         TOTAL       INTEREST RATE
            ------------    ----------    ---------       ----------    --------------
<S>         <C>             <C>           <C>             <C>           <C>
1999          $  6,676       $ 16,412     $       -       $   23,088          6.7% 
2000             9,228         26,521             -           35,749          8.4%
2001             8,860         23,298       135,000          167,158          6.5%
2002             7,676              -       100,000          107,676          6.7%
2003             7,621         26,606        50,000           84,227          7.3%
2004             7,661         15,911       100,000          123,572          7.0%
2005             6,847         99,018             -          105,865          7.6% 
2006             5,544         30,078       100,000          135,622          7.2%
2007             5,133              -       100,000          105,133          7.3%
2008             4,868         28,835             -           33,703          7.2%
2009             2,587         42,096        20,000           64,683          8.1%
2010             1,608              -             -            1,608          7.8%
2011             1,737              -             -            1,737          7.8%
2012               882         17,674             -           18,556          7.7%
2013               641          1,571        75,000 (1)       77,212          6.4%
2014               468              -             -              468          7.7%
2015               505              -             -              505          7.7%
2016               546              -             -              546          7.7%
2017               578              -             -              578          7.7%
2018                 -              -       100,000          100,000          7.5%
             ---------      ---------    ----------      -----------       -------
              $ 79,666       $328,020     $ 780,000      $ 1,187,686          7.1%
             =========      =========    ==========      ===========       =======
</TABLE>

(1)  Callable 2003.

On April 20, 1999, the Company sold $250 million principal amount of 
7.75% notes due 2009.  The aggregate net proceeds from such issuance was 
approximately $246.0 million.

General

The Company believes that its existing sources of capital will provide 
sufficient funds to finance its continued development and acquisition 
activities.  The Company's need for capital has been somewhat reduced by 
a decline in acquisition activity throughout the year, resulting from a 
general marketplace decline in initial returns on acquisitions.  The 
Company's existing sources of capital include the public debt and equity 
markets, proceeds from property dispositions and net cash provided from 
its operating activities.  Additionally, the Company expects to incur 
variable rate debt, including borrowings under the Credit Facility, from 
time to time.

In 1998, the Company received $296.3 million in aggregate net proceeds 
from the issuance of Common Shares and $292.1 million in aggregate net 
proceeds from the issuance of unsecured notes.  The Company used the 
aggregate net proceeds from the sale of Common Shares and the unsecured 
notes to fund the Company's activities, including paying down the Credit 
Facility, which funds acquisition and development activity.

On January 15, 1999, the Company closed a $135 million, two-year 
unsecured term loan.  The interest rate for the loan is 135 basis points 
over LIBOR.

On April 20, 1999, the Company sold $250 million principal amount of 
7.75% notes due 2009.  The aggregate net proceeds from such issuance was 
approximately $246.0 million.

                                 -19-

<PAGE>
The Company has an effective S-3 shelf registration statement on file 
with the Securities and Exchange Commission.  As of May 1, 1999, the 
Company had the capacity pursuant to the Shelf Registration Statement to 
issue $696.4 million in equity securities and the Operating Partnership 
has the capacity to issue $108.0 million in debt securities.

Calculation of Funds from Operations

Management generally considers Funds from operations (as defined below) a 
useful financial performance measure of the operating performance of an 
equity REIT, because, together with net income and cash flows, Funds from 
operations provides investors with an additional basis to evaluate the 
ability of a REIT to incur and service debt and to fund acquisitions and 
capital expenditures.  Funds from operations is defined by NAREIT as net 
income or loss after preferred distributions (computed in accordance with 
generally accepted accounting principles ("GAAP")), excluding gains (or 
losses) from debt restructuring and sales of property, plus real estate-
related depreciation and amortization and minority interest and excluding 
significant nonrecurring events that materially distort the comparative 
measurement of the Company's performance over time.  Funds from 
operations does not represent net income or cash flows from operations as 
defined by GAAP and does not necessarily indicate that cash flows will be 
sufficient to fund cash needs.  It should not be considered as an 
alternative to net income as an indicator of the Company's operating 
performance or to cash flows as a measure of liquidity.  Funds from 
operations also does not represent cash flows generated from operating, 
investing or financing activities as defined by GAAP.  Funds from 
operations for the three months ended March 31, 1999 and March 31, 1998 
are as follows (in thousands):

                                               THREE MONTHS ENDED
                                                 (IN THOUSANDS)
                                             ----------------------
                                             MARCH 31,   MARCH 31,
                                                1999       1998
                                             ----------  ----------
Income available to common shareholders       $ 29,678    $ 21,990
Add back: 
  Minority interest                              2,210       1,809
  Depreciation and amortization                 19,834      14,080
  Gain on sale                                  (1,269)          - 
                                              ========    ========
Funds from operations                         $ 50,453    $ 37,879
                                              ========    ========

YEAR 2000
 
Background
 
In the past, many computer software programs were written using two 
digits rather than four to define the applicable year.  As a result, 
date-sensitive computer software may recognize a date using "00" as the 
year 1900 rather than the year 2000.  This is generally referred to as 
the Year 2000 issue.  If this situation occurs, the potential exists for 
computer system failures or miscalculations by computer programs, which 
could disrupt operations.
 
                                 -20-

<PAGE>
Approach
 
The Company has established a group to coordinate the Company's response 
to the Year 2000 issue.  This group, which reports to the President and 
Chief Operating Officer, includes the Company's MIS Director, a Vice-
President-Property Management and its General Counsel, as well as 
support staff.  The Company is in the process of implementing a Year 
2000 compliance program at the Company's offices and properties 
consisting of the following phases: 
 
      PHASE 1  Compilation of an inventory of information technology 
(IT) and non-IT systems that may be sensitive to the Year 2000 problem.
 
      PHASE 2  Identification and prioritization of the critical systems 
from the systems inventory compiled in Phase 1 and inquiries of third 
parties with whom the Company does significant business (i.e., vendors, 
service providers and certain tenants) as to the state of their Year 
2000 readiness.
 
      PHASE 3   Analysis of critical systems to determine which systems 
are not Year 2000 compliant and evaluation of the costs to repair or 
replace those systems.
 
      PHASE 4   Repair or replace noncompliant systems and testing of 
critical systems.

Status

The Company's property management and accounting system uses four-digit 
year fields and consequently is believed to be Year 2000 compliant.

Phases 1, 2, and 3 are substantially complete but for the process of 
making inquiries of significant third parties as to their Year 2000 
readiness, which is currently ongoing.

Phase 4 is ongoing and will continue through the first half of calendar 
1999.  It is the Company's goal to have this project completed by 
mid-1999.  Based upon the analysis conducted to date, the Company 
believes the major critical systems at the Company's properties are 
currently compliant or will be compliant by mid-1999.

Costs
 
The total cost to the Company of making its systems Year 2000 compliant 
is currently estimated to be in the range of $200,000-$300,000.  The 
majority of this cost relates to repairing certain software, testing 
systems and retrofitting or replacing energy management systems at 
certain of the properties.  The cost for the replacement of the 
equipment and the software will be capitalized and depreciated over 
their expected useful life.  To the extent existing hardware or software 
is replaced, the Company will write off the cost incurred.  This write-
off is included in the above cost estimate.  Furthermore, all costs 
related to software modification, as well as all costs associated with 
the Company's administration of its Year 2000 project, are being 
expensed as incurred and are likewise included in the cost estimate 
above.

Risks Associated with the Year 2000 Problem
 
The Company utilizes computer systems in many aspects of its business.  
As noted, the Company's property management and accounting systems use 

                                  -21-

<PAGE>
four-digit year fields and are believed to be Year 2000 compliant.  
Additionally, with respect to the hardware and software systems utilized 
by the Company in its management information systems, the Company's 
assessment to date indicates that these systems are Year 2000 compliant 
or can readily be made Year 2000 compliant on a stand-alone basis.  
Testing of this preliminary assessment and of the operation of these 
systems together is ongoing.

The Company's also utilizes microprocessors which are imbedded in 
systems which are part of the building operations (e.g., a 
microprocessors contained within the buildings' energy management 
systems or fire and life safety systems).  In particular, Year 2000 
problems in the HVAC, elevator, security or other such systems at the 
properties could disrupt operations at the affected properties.  The 
properties generally consist of suburban office and industrial 
properties.  The properties are also principally single-story and low-
rise buildings.  The Company has reviewed its building operating systems 
on a building-by-building basis.  At this point, based on the status of 
its assessment, the Company does not believe a material number of these 
systems will be non-compliant.  Additionally, many of these systems, 
which operate automatically, can be operated manually and consequently 
in the event these systems experience a failure as a result of the Year 
2000 problem, the disruption caused by such failure should not be 
material to the Company's operations.

The Company is also exposed to the risk that one or more of its vendors 
or service providers could experience Year 2000 problems that impact the 
ability of such vendor or service provider to provide goods and 
services.  Though this is not considered as significant a risk with 
respect to the suppliers of goods, due to the availability of 
alternative suppliers, the disruption of certain services, such as 
utilities, could, depending upon the extent of the disruption, have a 
material adverse impact on the Company's operations.  To date, the 
Company is not aware of any vendor or service provider Year 2000 issue 
that management believes would have a material adverse impact on the 
Company's operations.  However, the Company has no means of ensuring 
that its vendors or service providers will be Year 2000 ready.  The 
inability of vendors or service providers to complete their Year 2000 
resolution process in a timely fashion could have a adverse impact on 
the Company.  The effect of non-compliance by vendors or service 
providers is not determinable at this time. 

In addition, the Company is exposed to the risk that one or more of its 
tenants could experience Year 2000 problems that impact the ability of 
such tenant to pay its rent to the Company in a timely fashion.  The 
Company does not believe that such a problem is likely to affect enough 
tenants to pose a material problem for the Company.  To date, the 
Company is not aware of any tenant Year 2000 issue that would have a 
material adverse impact on the Company's operations.  However, the 
Company has no means of ensuring that its tenants will be Year 2000 
ready.  The inability of tenants to complete their Year 2000 resolution 
process in a timely fashion could have an adverse impact on the Company. 
The effect of non-compliance by tenants is not determinable at this 
time. 

Widespread disruptions in the national or international economy, 
including disruptions affecting the financial markets, resulting from 
Year 2000 issues, or in certain industries, such as commercial or 
investment banks, could also have an adverse impact on the Company.  The 
likelihood and effect of such disruptions is not determinable at this 
time.

                                  -22-

<PAGE>
Readers are cautioned that forward-looking statements contained in the 
Year 2000 discussion should be read in conjunction with the Company's 
disclosures regarding forward-looking statements previously disclosed.

INFLATION
---------

Inflation has remained relatively low during the last three years, and as 
a result, it has not had a significant impact on the Company during this 
period. The Credit Facility bears interest at a variable rate; therefore, 
the amount of interest payable under the Credit Facility will be 
influenced by changes in short-term interest rates, which tend to be 
sensitive to inflation. To the extent an increase in inflation would 
result in increased operating costs, such as in insurance, real estate 
taxes and utilities, substantially all of the tenants' leases require the 
tenants to absorb these costs as part of their rental obligations. In 
addition, inflation also may have the effect of increasing market rental 
rates.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

There have been no material changes to the Company's exposure to market 
risk since its Annual Report on Form 10-K for 1998.

                                  -23-

<PAGE>
PART II: OTHER INFORMATION
--------------------------

Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         a.  Exhibits

             4   Third Supplemental Indenture, dated as of April 20, 
1999, between the Operating Partnership, as Issuer, and The First 
National Bank of Chicago, as Trustee, supplementing the Senior Indenture, 
dated as of October 24, 1997, between the Operating Partnership, as 
Obligor, and The First National Bank of Chicago, as Trustee, and relating 
to the $250,000,000 principal amount of 7.75% Senior Notes, due 2009 of 
the Operating Partnership.

             27  Financial Data Schedule (EDGAR VERSION ONLY)
         
         b.  Reports on Form 8-K

             None






                                  -24-

<PAGE>

                               SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

LIBERTY PROPERTY TRUST


/s/ JOSEPH P. DENNY                           May 11, 1999
------------------------------          --------------------------------
Joseph P. Denny                               Date
President


/s/ GEORGE J. ALBURGER, JR.                   May 11, 1999
------------------------------          --------------------------------
George J. Alburger, Jr.                       Date
Chief Financial Officer


LIBERTY PROPERTY LIMITED PARTNERSHIP
By: LIBERTY PROPERTY TRUST, GENERAL PARTNER


/s/ JOSEPH P. DENNY                           May 11, 1999
------------------------------          --------------------------------
Joseph P. Denny                               Date
President              


/s/ GEORGE J. ALBURGER, JR.                   May 11, 1999
------------------------------          --------------------------------
George J. Alburger, Jr.                       Date
Chief Financial Officer


                                    -25-


<PAGE>
                                EXHIBIT INDEX



EXHIBIT NO.                                DESCRIPTION
-----------        ----------------------------------------------------- 


4                  Third Supplemental Indenture, dated as of April 20,
                   1999 between the Operating Partnership, as Issuer, and
                   The First National Bank of Chicago, as Trustee, 
                   supplementing the Senior Indenture, dated as of 
                   October 24, 1997, between the Operating Partnership,  
                   as Obligor, and The First National Bank of Chicago, as 
                   Trustee, and relating to the $250,000,000 principal 
                   amount of 7.75% Senior Notes, due 2009 of the 
                   Operating Partnership.

27                 Financial Data Schedule (EDGAR VERSION ONLY)


 



 







                                  -26-