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): February 17, 2005

LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Maryland Pennsylvania	1-13130 1-13132	23-7768996 23-2766549
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Chesterfield Parkway Malvern, PA	19355
(Address of principal executive offices)	(Zip Code)

Registrants’ telephone, including area code: (610) 648-1700

(Former name or former address, if changed since last report)

     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):

o  Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).

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

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

o  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 February 17, 2005, the Board of Trustees of Liberty Property Trust adopted a new policy for the compensation of non-employee trustees, as recommended by the Compensation Committee of the Board of Trustees. This policy is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

     None.

     (b) Pro Forma Financial Information.

     None.

     (c) Exhibits.

Exhibit Number	Exhibit Title
10.1	Description of Compensation of Non-Employee Trustees

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 hereunto duly authorized.

	LIBERTY PROPERTY TRUST
By:	/s/ George J. Alburger, Jr.
	George J. Alburger, Jr.
	Executive Vice President
	and Chief Financial Officer
	LIBERTY PROPERTY LIMITED PARTNERSHIP
By:	Liberty Property Trust, its sole General Partner
By:	/s/ George J. Alburger, Jr.
	George J. Alburger, Jr.
	Executive Vice President
	and Chief Financial Officer

Dated: February 23, 2005

2

EXHIBIT INDEX

Exhibit Number	Exhibit Title
10.1	Description of Compensation of Non-Employee Trustees

3

EX-10.1

Exhibit 10.1

Description of Compensation of Non-Employee Trustees

     Each trustees who is not also an officer and full-time employee of Liberty Property Trust (the “Company”) will receive for fiscal year 2005 and thereafter, until changed by the Board of Trustees, fees for service on the Company’s Board of Trustees as listed in the table below. The members of the Board of Trustees are also eligible for reimbursement for travel and lodging expenses incurred in connection with attendance at Board and committee meetings in accordance with Company policy.

Board Membership Fees Payable to Non-Employee Trustees
Annual Trustee Fee (cash)	$	21,500
Annual Trustee Fee (restricted shares)	$	34,500
Audit Committee Chair Annual Retainer	$	10,000
Compensation Committee Chair Annual Retainer	$	6,000
Corporate Governance and Nominating Committee Chair Annual Retainer	$	6,000
Fee for Service on Committee	$	1,000
Trustee Meeting Fee (in person)	$	1,500
Trustee Meeting Fee (telephonic re: routine matters)	$	500
Trustee Informational Teleconference Fee	$	500
Committee Meeting Fee (in person)	$	1,000
Committee Meeting Fee (telephonic)	$	500

     All non-employee trustees will also be granted, each year, an option to purchase an additional 5,000 of the Company’s common shares of beneficial interest at an exercise price equal to the fair market value of the common shares on June 24 of such year. These options vest over a three-year period beginning with the date of grant as follows: 20% after the first year; 50% after two years; and 100% after three years.