8-K

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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): October 24, 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 2.02. Results of Operations and Financial Condition.

     On October 24, 2005, the Registrants issued a press release announcing the Registrants’ financial results for the quarter ended September 30, 2005. The Registrants are furnishing the press release as Exhibit 99 to this Current Report on Form 8-K.

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
99	Press Release by the Registrants, dated October 24, 2005, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

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.
	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.
	Chief Financial Officer

Dated: October 25, 2005

2

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99	Press Release by the Registrants, dated October 24, 2005, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

3

EX-99

Exhibit 99

Press Release

For Immediate Release
October 24, 2005 Inquiries:      Jeanne A. Leonard
Liberty Property Trust
610/648-1704

LIBERTY PROPERTY TRUST
ANNOUNCES THIRD QUARTER RESULTS

Malvern, PA — Liberty Property Trust (NYSE:LRY) reported that net income per common share (diluted) was $.58 per share for the quarter ended September 30, 2005, compared to $.46 per share (diluted) for the quarter ended September 30, 2004. For the nine month period ending September 30, 2005, net income per common share (diluted) was $1.61, compared to $1.35 for the same period in 2004.

Funds from operations available to common shareholders (diluted) (“FFO”) for the third quarter of 2005 was $.78 per share, compared to $.81 per share for the third quarter of 2004. FFO per share for the nine month period ended September 30, 2005 was $2.42 per share compared to $2.43 per share for the same period last year. A reconciliation of GAAP net income to FFO is included in the financial tables accompanying this press release.

Operating results for the third quarter of 2005 include lease termination fees of $1.8 million, or approximately $.02 per share diluted FFO.

“From an operating perspective, we are very pleased with our performance in the third quarter,” commented Bill Hankowsky, chairman and chief executive officer. “Our teams continue to do an extraordinary amount of leasing, our development pipeline is growing, and we are taking advantage of the investment market’s demand for product by recycling capital through asset sales. This activity has been offset during 2005 by the lack of occupancy gains, due primarily to corporate downsizing and restructuring in our tenant base, and lease termination actions. We believe this will result in full year 2005 funds from operations of $3.21 to $3.22. Looking forward, we do not see enough rent growth in 2006 to significantly impact earnings. Therefore, we believe the most likely scenario for 2006 funds from operations is a range from $3.20 to $3.30.”

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LRY Third Quarter 2005 Results
Page 2

Real Estate Investments

Development: During the third quarter, Liberty brought into service three development properties totaling 257,000 square feet. The properties were 95.6 percent leased at quarter-end. The current yield on Liberty’s $19.1 million investment is 8.9 percent.

During the third quarter, Liberty commenced construction of five properties totaling 1.9 million square feet and representing a total investment of $120.4 million. The properties include:

• 5201 Gate Parkway, a 150,000 square foot office building in Jacksonville, Florida, 100 percent leased to PHH Corporation;

• 1646 Rankin Road, an 80,000 square foot flex building in Houston, Texas;

• 777 Township Line Road, a 110,000 square foot office building in Yardley, Pennsylvania;

• 600 Industrial Drive, an 800,000 square foot distribution building in Harrisburg, Pennsylvania;

• 8400 Industrial Boulevard, a 726,000 square foot distribution building in Allentown, Pennsylvania.

At September 30, Liberty had 6.1 million square feet of space under development, representing a total investment of $858.7 million. These properties were 54.9 percent pre-leased as of the end of the quarter.

Acquisitions: During the third quarter, Liberty acquired 275 Commerce Drive and 1250 Virginia Drive in Fort Washington, Pennsylvania. The two office properties contain 92,000 square feet, are 59.9 percent leased, and have a projected stabilized yield of 9.7 percent on the $12.4 million investment.

Dispositions: During the third quarter, Liberty sold eight properties containing 896,000 square feet, and 4.9 acres of land, for $58.9 million.

Portfolio Performance

Leasing: At September 30, 2005, Liberty’s in-service portfolio of 62.6 million square feet was 91.9 percent occupied, compared to 89.9 percent occupied at June 30, 2005. During the quarter, Liberty completed lease transactions totaling more than six million square feet of space.

Same Store Performance: Property level operating income for same store properties decreased by 2.2 percent on a cash basis and by 3.2 percent on a straight line basis for the third quarter of 2005 compared to the quarter ended September 30, 2004.

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LRY Third Quarter 2005 Results
Page 3

Financing and Balance Sheet Management

During the quarter, Liberty raised $6.0 million through a private placement of 6.65 percent Series F Cumulative Redeemable Preferred Units. The proceeds from this offering were used to pay down the outstanding borrowings under the company’s unsecured credit facility and for general corporate purposes.

During the quarter Liberty raised the quarterly dividend by 0.8 percent from $0.61 per share to $0.615 per share.

Earnings Outlook

Liberty expects to report funds from operations for 2005 in the range of $3.21-$3.22 per share, and for 2006 in the range of $3.20-$3.30 per share. A reconciliation of FFO to GAAP net income for both 2005 and 2006 is below:

	2005 Range						2006 Range
	Low			High			Low			High
Projected net income per share	$	2.20		$	2.21		$	1.94		$	2.04
Depreciation and amortization of unconsolidated joint ventures		0.01			0.01			0.01			0.01
Depreciation and amortization		1.58			1.58			1.55			1.55
Gain on property dispositions		(0.54	)		(0.54	)		(0.25	)		(0.25	)
Minority interest share of addbacks		(0.04	)		(0.04	)		(0.05	)		(0.05	)
Projected funds from operations per share	$	3.21		$	3.22		$	3.20		$	3.30

About the Company

Liberty Property Trust (NYSE:LRY) is a leader in commercial real estate, serving customers in the United States and United Kingdom, through the development, acquisition, ownership and management of superior office and industrial properties. Liberty’s 63 million square foot portfolio includes more than 700 properties which provide office, distribution and light manufacturing facilities to 2,100 tenants.

Additional information about the company, including Liberty’s Quarterly Supplemental Package with detailed financial information is available in the Investor section of the company’s web site at www.libertyproperty.com. The third quarter supplemental package will be available on-line the evening of October 24, 2005. If you are unable to access the web site, a copy of the supplemental package may be obtained by contacting Liberty by phone at 610-648-1708, or by e-mail to eshoemaker@libertyproperty.com.

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LRY Third Quarter 2005 Results
Page 4

Liberty will host a conference call during which management will discuss third quarter results, on Tuesday, October 25, 2005, at 2:00 p.m. eastern time. To access the conference call in the United States or Canada, please dial 1-888-870-2815. For international access, dial 706-643-7691. No password or code is needed. A replay of the call will be available by dialing 1-800-642-1687 for US/Canada participants or 706-645-9291 for international participants. A passcode is needed for the replay: 9569924. The call can also be accessed live via the Internet on the Investor Relations page of Liberty’s web site at www.libertyproperty.com for one week following the call.

The statements contained in this press release may include forward-looking statements within the meaning of the federal securities law. Although Liberty believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. As forward-looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results. These factors include, without limitation, the uncertainties affecting real estate businesses generally (such as entry into new leases, renewals of leases and dependence on tenants’ business operations), risks relating to our ability to maintain and increase property occupancy and rental rates, the financial condition of tenants, the uncertainties of real estate development and construction activity, the costs and availability of financing, the effects of local economic and market conditions, regulatory changes, potential liability relative to environmental matters and other risks and uncertainties detailed in the company’s filings with the Securities and Exchange Commission. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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Liberty Property Trust
Statement of Operations
September 30, 2005
(Unaudited and in thousands, except per share amounts)

	Quarter Ended						Year To Date
	September 30, 2005			September 30, 2004			September 30, 2005			September 30, 2004
Operating Revenue
Rental	$	120,808		$	114,348		$	368,929		$	343,461
Operating expense reimbursement		51,646			46,678			149,307			134,975
Total operating revenue		172,454			161,026			518,236			478,436
Operating Expenses
Rental property		38,076			33,209			110,992			99,723
Real estate taxes		17,897			16,919			50,716			47,458
General and administrative		9,175			8,529			26,861			24,988
Depreciation and amortization		37,410			32,957			109,136			97,342
Total operating expenses		102,558			91,614			297,705			269,511
Operating Income		69,896			69,412			220,531			208,925
Other Income/Expense
Interest and other		2,165			1,264			6,073			4,734
Interest		(33,317	)		(29,905	)		(99,260	)		(89,172	)
Total other income/expense		(31,152	)		(28,641	)		(93,187	)		(84,438	)
Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures		38,744			40,771			127,344			124,487
Gain/(loss) on property dispositions, including impairment		21			128			(4,908	)		(280	)
Income taxes		(796	)		(532	)		(2,241	)		(1,379	)
Minority interest		(4,710	)		(4,331	)		(13,959	)		(13,407	)
Equity in earnings of unconsolidated joint ventures		231			(143	)		2,433			(673	)
Income from continuing operations		33,490			35,893			108,669			108,748
Discontinued operations net of minority interest (including net gain on property dispositions of $19,529 and $2,166 for the quarters ended September 30, 2005 and 2004 and $33,949 and $4,263 for the nine month periods ended September 30, 2005 and 2004)		18,385			3,586			33,364			6,758
Net Income	$	51,875		$	39,479		$	142,033		$	115,506
Basic income per common share
Continuing operations	$	0.38		$	0.43		$	1.26		$	1.29
Discontinued operations	$	0.21		$	0.04		$	0.38		$	0.08
Total basic income per common share	$	0.59		$	0.47		$	1.64		$	1.37
Diluted income per common share
Continuing operations	$	0.37		$	0.42		$	1.23		$	1.27
Discontinued operations	$	0.21		$	0.04		$	0.38		$	0.08
Total diluted income per common share	$	0.58		$	0.46		$	1.61		$	1.35
Weighted average shares
Basic		87,443			84,877			86,670			84,260
Diluted		88,922			86,327			88,128			85,747

Liberty Property Trust
Statement of Funds From Operations
September 30, 2005
(Unaudited and in thousands, except per share amounts)

	Quarter Ended										Year To Date
	September 30, 2005					September 30, 2004					September 30, 2005					September 30, 2004
				Per					Per					Per					Per
				Weighted					Weighted					Weighted					Weighted
				Average					Average					Average					Average
	Dollars			Share		Dollars			Share		Dollars			Share		Dollars			Share
Reconciliation of net income to FFO — basic:
Basic — income available to common shareholders	$	51,875		$	0.59	$	39,479		$	0.47	$	142,033		$	1.64	$	115,506		$	1.37
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		291					567					943					2,011
Depreciation and amortization		36,997					33,411					108,780					98,897
(Gain)/loss on property dispositions		(19,550	)				(2,294	)				(35,157	)				(3,983	)
Minority interest share in addback for depreciation and amortization, gain on property dispositions, and exchange rate gain		(683	)				(1,305	)				(2,894	)				(4,032	)
Funds from operations available to common shareholders — basic	$	68,930		$	0.79	$	69,858		$	0.82	$	213,705		$	2.47	$	208,399		$	2.47
Reconciliation of net income to FFO — diluted:
Diluted — income available to common shareholders	$	51,875		$	0.58	$	39,479		$	0.46	$	142,033		$	1.61	$	115,506		$	1.35
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		291					567					943					2,011
Depreciation and amortization		36,997					33,411					108,780					98,897
(Gain)/loss on property dispositions		(19,550	)				(2,294	)				(35,157	)				(3,983	)
Minority interest excluding preferred unit distributions and excess of preferred redemption over carrying amount		2,093					1,689					5,745					4,993
Funds from operations available to common shareholders — diluted	$	71,706		$	0.78	$	72,852		$	0.81	$	222,344		$	2.42	$	217,424		$	2.43
Reconciliation of weighted average shares:
Weighted average common shares — all basic calculations		87,443					84,877					86,670					84,260
Dilutive shares for long term compensation plans		1,479					1,450					1,458					1,487
Diluted shares for net income calculations		88,922					86,327					88,128					85,747
Weighted average common units		3,518					3,668					3,567					3,679
Diluted shares for funds from operations calculations		92,440					89,995					91,695					89,426

The Company believes that the calculation of Funds from operations is helpful to investors and management as it is a measure of the Company’s operating performance that excludes depreciation and amortization and gains and losses from property dispositions. As a result, year over year comparison of Funds from operations reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, providing perspective not immediately apparent from net income. In addition, management believes that Funds from operations provides useful information to the investment community about the Company’s financial performance when compared to other REIT’s since Funds from operations is generally recognized as the standard for reporting the operating performance of a REIT. Funds from operations available to common shareholders is defined by NAREIT as net income (computed in accordance with generally accepted accounting principles (“GAAP”)), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations available to common shareholders 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 available to common shareholders also does not represent cash flows generated from operating, investing or financing activities as defined by GAAP.

Liberty Property Trust
Balance Sheet
September 30, 2005
(In thousands, except share amounts)

	September 30, 2005			December 31, 2004
Assets	(Unaudited)
Real estate:
Land and land improvements	$	637,864		$	625,035
Building and improvements		3,742,060			3,629,508
Less: accumulated depreciation		(759,974	)		(695,410	)
Operating real estate		3,619,950			3,559,133
Development in progress		326,219			81,099
Land held for development		147,462			171,122
Net real estate		4,093,631			3,811,354
Cash and cash equivalents		43,209			33,667
Restricted cash		21,799			34,626
Accounts receivable		18,978			21,502
Deferred rent receivable		71,675			66,528
Deferred financing and leasing costs, net of accumulated amortization (2005, $108,963; 2004, $91,117)		115,780			107,148
Investment in unconsolidated joint ventures		33,319			24,372
Prepaid expenses and other assets		59,272			63,630
Total assets	$	4,457,663		$	4,162,827
Liabilities
Mortgage loans	$	257,765		$	366,171
Unsecured notes		1,755,000			1,455,000
Credit facility		289,000			312,000
Accounts payable		35,643			24,288
Accrued interest		26,739			34,994
Dividend payable		56,160			54,485
Other liabilities		148,126			111,764
Total liabilities		2,568,433			2,358,702
Minority interest		250,686			207,866
Shareholders’ Equity
Common shares of beneficial interest, $.001 par value, 191,200,000 shares authorized, 87,868,575 (includes 59,100 in treasury) and 85,734,380 (includes 59,100 in treasury) shares issued and outstanding as of September 30, 2005 and December 31, 2004, respectively		87			86
Additional paid-in capital		1,788,730			1,708,573
Accumulated other comprehensive income		12,124			25,105
Unearned compensation		(9,530	)		(6,846	)
Distributions in excess of net income		(151,540	)		(129,332	)
Common shares in treasury, at cost, 59,100 shares as of September 30, 2005 and December 31, 2004, respectively		(1,327	)		(1,327	)
Total shareholders’ equity		1,638,544			1,596,259
Total liabilities & shareholders’ equity	$	4,457,663		$	4,162,827