December 7, 2004

Mail Stop 0409


James J. Bowes, Esq.
Liberty Property Trust
65 Valley Stream Parkway
Malvern, Pennsylvania 19355

Re:	Liberty Property Trust
      Form S-3
      Registration No. 333-120692
      Filed on November 23, 2004


Dear Mr. Bowes:

      This is to advise you that we have performed a limited
review
of the above registration statement and have the following
comments:

General

1. Please include a description of each type of security being
registered.

2. We note on page 1 of the prospectus that you disclose the
allocation of the securities between debt and equity.  However,
you
do not disclose this allocation in the fee table.  Please revise
the
registration statement to provide consistent disclosure.

Exhibits, page II-2

3. Please file a copy of an indenture as an exhibit.  Refer to
Item
601(b)(4)(iv) of Regulation S-K.  This exhibit should include or
be
accompanied by a reasonably itemized and informative table of
contents; and a cross-reference sheet showing the location in the
indenture of the provisions inserted pursuant to sections 310
through
318(a) inclusive of the Trust Indenture Act of 1939.

	Notwithstanding our comments, when the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

If you have any questions, please call David H. Roberts at (202)
942-
2811 or the undersigned at (202) 942-1960.


      Sincerely,



Karen J. Garnett
Assistant Director


cc:	Justin W. Chairman, Esq. (via facsimile)
	Morgan, Lewis & Bockius LLP

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