8-K

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

FORM 8-K
CURRENT REPORT

Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2006

BRANDYWINE REALTY TRUST
(Exact name of issuer as specified in charter)

MARYLAND
(State or Other Jurisdiction
of Incorporation or
Organization) 1-9106
(Commission
file
number) 23-2413352
(I.R.S. Employer
Identification
Number)

401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462
(Address of principal executive offices)

(610) 325-5600
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 15, 2006, the Board of Trustees, upon the recommendation of the Compensation Committee, approved revisions to Trustee compensation. The revisions increase (1) the annual award of restricted common shares to $40,000 (from $25,000); (2) the annual fee for the Board Chair to $45,000 (from $10,000); and (3) the annual fees for Chairs of the Audit, Compensation and Corporate Governance Committees to $15,000, $10,000 and $10,000, respectively (from $7,500, $6,000 and $5,000, respectively). Exhibit 10.1 to this Current Report, which we incorporate into this Item 1.01, sets forth Trustee compensation as revised. Our President and Chief Executive Officer does not receive compensation in his capacity as Trustee.

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Item 9.01. Financial Statements and Exhibits

Exhibits

10.1 Trustee Compensation

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Signatures

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

		BRANDYWINE REALTY TRUST
Date: March 17, 2006	By:	/s/ Gerard H. Sweeney
		Gerard H. Sweeney
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit     No.	Description
10.1	Trustee Compensation

EX-10

EXHIBIT 10.1

Trustee Compensation
(as revised March 15, 2006)

          1.     Annual Fee:

                  a.      $35,000.

                  b.      payable at annual meeting of shareholders.

                  c.      payable in cash or common shares (valued at closing price on date of annual meeting of shareholders), at the election of each Trustee.

                  d.      cash portion is eligible for deferral into the Deferred Compensation Plan.

          2.     Annual Equity Award:

                  a.      $40,000 in “restricted” common shares.

                  b.      number of shares computed based on closing price on date of annual meeting of shareholders.

                  c.      shares vest in three equal annual installments, commencing on the first anniversary of the award date.

                  d.      unvested shares vote and are entitled to dividends.

                  e.      restricted common shares are not eligible for deferral into the Deferred Compensation Plan.

          3.     Per Board Meeting Fee:

                  a.      $1,500.

                  b.      payable in cash.

                  c.      eligible for deferral into the Deferred Compensation Plan.

          4.     Per Committee Meeting Fee:

                  a.      $1,000.

                  b.      payable in cash.

                  c.      not eligible for deferral into the Deferred Compensation Plan.

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          5.     Per informal Board Informational Meeting Fee:

                  a.      $1,500.

                  b.      payable in cash.

                  c.      not eligible for deferral into the Deferred Compensation Plan.

          6.     Chair Fees:

                  a.      Board Chair – $45,000 per year, payable in cash, at annual meeting of shareholders.

                  b.      Audit Committee Chair – $15,000 per year, payable in cash, at annual meeting of shareholders.

                  c.      Compensation Committee Chair – $10,000 per year, payable in cash, at annual meeting of shareholders.

                  d.      Corporate Governance Committee Chair – $10,000 per year, payable in cash, at annual meeting of shareholders.

                  e.      Chair fees are not eligible for deferral into the Deferred Compensation Plan.

          7.     Miscellaneous: Fees are payable for meeting attendance, whether in person or by phone.

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