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): April 27, 2006

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:

o Written communications pursuant to Rule 425 under the Securities 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 April 27, 2006, the Registrant and Wells Fargo Bank, National Association, as Rights Agent, entered into an amendment (the “Amendment”) to the Amended and Restated Rights Agreement, dated as of September 14, 2004 (the “Rights Plan”). The sole purpose of the Amendment was to revise the definition of “Exempted Person” under the Rights Plan such that “Exempted Person” shall mean Cohen & Steers Capital Management, Inc. and Cohen & Steers, Inc. However, neither Cohen & Steers Capital Management, Inc. nor Cohen & Steers, Inc. shall continue to be deemed to be an Exempted Person, and each shall be deemed an Acquiring Person (as defined in the Rights Plan) if Cohen & Steers Capital Management, Inc. and Cohen & Steers, Inc., together with all Affiliates and Associates (each as defined in the Rights Plan) of Cohen & Steers Capital Management, Inc. and Cohen & Steers, Inc., become the Beneficial Owner (as defined in the Rights Plan) of, in the aggregate, more than 14.9% of the then outstanding common shares of beneficial interest.

     The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01.	Financial Statements and Exhibits.
(c)	Exhibits.

Exhibit Number	Exhibit Title
10.1	Amendment, dated April 27, 2006, to the Amended and Restated Rights Agreement, dated as of September 14, 2004, of the Registrant.

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/ James J. Bowes
	James J. Bowes
	Secretary and General Counsel

LIBERTY PROPERTY LIMITED PARTNERSHIP
By:	Liberty Property Trust, its sole General Partner
By:	/s/ James J. Bowes
	James J. Bowes
	Secretary and General Counsel

Dated: May 1, 2006

2

EXHIBIT INDEX

Exhibit Number	Exhibit Title
10.1	Amendment, dated April 27, 2006, to the Amended and Restated Rights Agreement, dated as of September 14, 2004, of the Registrant.

3

EX-10.1

AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT

     This Amendment to Amended and Restated Rights Agreement dated as of April 27, 2006 (this “Amendment”), between Liberty Property Trust, a Maryland real estate investment trust (the “Company”), and Wells Fargo Bank, National Association, a national banking association (as successor to EquiServe Trust Company, N.A.) (the “Rights Agent”).

WITNESSETH:

     WHEREAS, the Company and the Rights Agent constitute all of the parties to that certain Amended and Restated Rights Agreement, dated as of September 14, 2004 (the “Rights Agreement”), and desire to amend the Rights Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, and intending to be legally bound hereby, and pursuant to the Rights Agreement and in accordance with Section 26 thereof, the parties hereto do hereby agree as follows (capitalized terms used but not defined herein have the meanings ascribed to such terms in the Rights Agreement):

1. Amendment to the Rights Agreement. The Rights Agreement shall be amended and restated in its entirety to read as follows:

Section 1(g) of the Rights Agreement is hereby replaced in its entirety by the following sentence:

“Exempted Person” shall mean Cohen & Steers Capital Management, Inc. and Cohen & Steers, Inc.; provided, however, that neither Cohen & Steers Capital Management, Inc. nor Cohen & Steers, Inc. shall continue to be deemed to be an Exempted Person, and each shall be deemed an Acquiring Person if Cohen & Steers Capital Management, Inc. and Cohen & Steers, Inc., together with all Affiliates and Associates of Cohen & Steers Capital Management, Inc. and Cohen & Steers, Inc., become the Beneficial Owner of, in the aggregate, more than 14.9% of the then outstanding Common Shares. A purchaser, assignee or transferee of the Common Shares from an Exempted Person shall not thereby become an Exempted Person.

2. Miscellaneous.

     (a) The laws of the State of Delaware shall govern the validity, interpretation, construction, performance, and enforcement of this Agreement, excluding the choice of laws provisions of the State of Delaware.

     (b) Except as modified herein, all other terms and provisions of the Rights Agreement (including the Exhibits thereto) are unchanged and remain in full force and effect.

     (c) This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Amendment shall become effective when each party to this Amendment shall have received a counterpart hereof signed by the other party to this Amendment.

     (d) This Amendment shall be binding upon any permitted assignee, transferee, successor or assign to any of the parties hereto.

     (e) If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment, and the Rights Agreement, shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

     (f) The officer of the Company executing this Amendment on behalf of the Company hereby certifies on behalf of the company that this Amendment complies with Section 26 of the Rights Agreement.

     (g) In all respects not inconsistent with the terms and provisions of this Amendment, the Rights Agreement is hereby ratified, adopted, approved and confirmed. In executing and delivering this Amendment, the Rights Agent shall be entitled to all the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their duly authorized representatives as of the date first written above.

LIBERTY PROPERTY TRUST
By:	/s/ James J. Bowes
	Name:	James J. Bowes
	Title:	Secretary and General Counsel
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Claudine Anderson
	Name:	Claudine Anderson
	Title:	Asst Vice President