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 21, 2008

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)).

TABLE OF CONTENTS

PRESS RELEASE

Item 2.02. Results of Operations and Financial Condition.

     On April 21, 2008, the Registrants issued a press release announcing the Registrants’ financial results for the quarter ended March 31, 2008. The Registrants are furnishing the press release as Exhibit 99 to this Current Report on Form 8-K.

     Note: The attached press release corrects certain amounts with respect to the period ended March 31, 2007 as such amounts were set forth in the press release issued on April 21, 2008. Among other things, income from continuing operations is properly set forth as $34,793, rather than $31,153. Furthermore, basic income per common share from continuing operations and from discontinued operations is properly set forth in the attached press release as $0.39 and $0.05, respectively, rather than $0.35 and $0.09. Total basic income per common share remains unchanged at $0.44. Similarly, diluted income per common share from continuing operations and from discontinued operations is properly set forth in the attached press release as $0.38 and $0.05, respectively, rather than $0.34 and $0.09. Total diluted income per common share remains unchanged at $0.43.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.
	None.
(b)	Pro Forma Financial Information.
	None.
(c)	Shell Company Transactions.
	None.
(d)	Exhibits.

Exhibit Number	Exhibit Title
99	Press Release by the Registrants, dated April 21, 2008, 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/ James J. Bowes James J. Bowes General Counsel
LIBERTY PROPERTY LIMITED PARTNERSHIP
By:	Liberty Property Trust, its sole General Partner
By:	/s/ James J. Bowes James J. Bowes General Counsel

Dated: April 23, 2008

2

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99	Press Release by the Registrants, dated April 21, 2008, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

3

EX-99.1

EXHIBIT 99

Press Release

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

LIBERTY PROPERTY TRUST ANNOUNCES
FIRST QUARTER RESULTS

Malvern, PA, April 21, 2008 — Liberty Property Trust (NYSE:LRY) reported that net income per common share (diluted) was $0.33 per share for the quarter ended March 31, 2008, compared to $0.43 per share (diluted) for the quarter ended March 31, 2007.

Funds from operations available to common shareholders (diluted) (“FFO”) for the first quarter of 2008 was $0.80 per share, compared to $0.80 per share for the first quarter of 2007. A reconciliation of GAAP net income to FFO is included in the financial tables accompanying this press release.

On March 31, 2008, Liberty closed a $324 million permanent financing for Comcast Center, a development property in Philadelphia, PA. Also effective March 31, Comcast Center was transferred from Liberty to an unconsolidated joint venture in which Liberty has a 20% interest.

“I am pleased with Liberty’s results in the first quarter, which reflected solid leasing velocity and our ability to secure opportunities for selective development,” said Bill Hankowsky, chief executive officer. “However, the prolonged stagnation of the credit markets and the increasing economic slowdown is slowing our tenants’ decisions and thinning market demand, meaning we are working harder for every piece of business. Given the environment, I am very glad we are a defensively-positioned company with a strong balance sheet, minimal lease rollover, and no need to access the capital markets this year.”

Portfolio Performance

Leasing: At March 31, 2008 Liberty’s in-service portfolio of 73.8 million square feet was 92.2% occupied, compared to 92.9% at the end of last year. During the quarter, Liberty completed lease transactions totaling 5.3 million square feet of space.

Same Store Performance: Property level operating income for same store properties decreased by 1.1% on a cash basis and decreased by 1.5 % on a straight line basis for the first quarter of 2008 compared to the same quarter in 2007.

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Liberty Property Trust First Quarter 2008 Results -2-

Real Estate Investments

Development: During the first quarter, Liberty brought into service three development properties totaling 237,000 square feet for a total investment of $23.2 million. These properties include two fully-leased properties and one distribution facility that is currently unleased. At quarter-end the properties were 49.3% leased, the current yield on these investments is 7.0%, and the projected stabilized yield is 9.4%. Additionally, 22,000 square feet of the 1.25 million square foot Comcast Center development came into service during the first quarter.

During the first quarter, Liberty began development of four properties totaling 1.2 million square feet, with an expected total investment of $90.3 million. The properties consist of a 554,000 square foot distribution building in Hagerstown, MD; a 452,000 square foot distribution building in Breinigsville, PA; a 126,000 square foot distribution building in Orlando, FL; and a 95,000 square foot office building in Philadelphia, PA. These properties are 68% pre-leased. In addition, a joint venture in which Liberty owns 25% began construction on a 225,000 square foot facility in Swedesboro, NJ, representing a total investment of $11.7 million.

As of March 31, 2008, Liberty had 6.5 million square feet of wholly-owned and joint venture properties under development. This activity represents a total projected investment of $749.3 million, with an expected yield of 8.3%. The properties were 35.5% leased at March 31.

Acquisitions: Liberty acquired no properties during the quarter.

Dispositions: Liberty sold one operating property, which contained 22,000 square feet of leaseable space, and 13 acres of land for $5.8 million.

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 74 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 Investors section of the Company’s web site at www.libertyproperty.com. If you are unable to access the web site, a copy of the supplemental package may be obtained by contacting Liberty by phone at 610-648-1704, or by e-mail to jleonard@libertyproperty.com.

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Liberty Property Trust First Quarter 2008 Results -3-

Liberty will host a conference call during which management will discuss first quarter results, on Tuesday, April 22, 2008, at 1:00 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: 41978776. The call can also be accessed via the Internet on the Investors page of Liberty’s web site at www.libertyproperty.com for two weeks 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
March 31, 2008
(In thousands, except per share amounts)

	Quarter Ended
	March 31, 2008			March 31, 2007
	(Unaudited)
Operating Revenue
Rental	$	135,591		$	114,597
Operating expense reimbursement		57,897			50,221
Total operating revenue		193,488			164,818
Operating Expenses
Rental property		40,083			35,575
Real estate taxes		20,838			16,088
General and administrative		13,969			13,083
Depreciation and amortization		43,999			35,871
Total operating expenses		118,889			100,617
Operating Income		74,599			64,201
Other Income/Expense
Interest and other		3,097			2,517
Interest		(42,450	)		(27,024	)
Total other income/expense		(39,353	)		(24,507	)
Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures		35,246			39,694
Gain on property dispositions		641			152
Income taxes		(484	)		(301	)
Minority interest		(6,408	)		(5,481	)
Equity in earnings of unconsolidated joint ventures		377			729
Income from continuing operations		29,372			34,793
Discontinued operations net of minority interest (including net gain on property dispositions of $610 and $2,801 for the quarters ended March 31, 2008 and 2007)		589			4,905
Net Income	$	29,961		$	39,698
Basic income per common share
Continuing operations	$	0.32		$	0.39
Discontinued operations	$	0.01		$	0.05
Total basic income per common share	$	0.33		$	0.44
Diluted income per common share
Continuing operations	$	0.32		$	0.38
Discontinued operations	$	0.01		$	0.05
Total diluted income per common share	$	0.33		$	0.43
Weighted average shares
Basic		91,715			91,036
Diluted		91,943			92,018

Liberty Property Trust
Statement of Funds From Operations
March 31, 2008
(Unaudited and in thousands, except per share amounts)

	Quarter Ended
	March 31, 2008					March 31, 2007
				Per					Per
				Weighted					Weighted
				Average					Average
	Dollars			Share		Dollars			Share
Reconciliation of net income to FFO — basic:
Basic — income available to common shareholders	$	29,961		$	0.33	$	39,698		$	0.44
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		3,548					841
Depreciation and amortization		43,378					37,927
Gain on property dispositions		(968	)				(3,387	)
Minority interest share in addback for depreciation and amortization and gain on property dispositions		(1,995	)				(1,546	)
Funds from operations available to common shareholders — basic	$	73,924		$	0.81	$	73,533		$	0.81
Reconciliation of net income to FFO — diluted:
Diluted — income available to common shareholders	$	29,961		$	0.33	$	39,698		$	0.43
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		3,548					841
Depreciation and amortization		43,378					37,927
Gain on property dispositions		(968	)				(3,387	)
Minority interest excluding preferred unit distributions		1,352					1,815
Funds from operations available to common shareholders — diluted	$	77,271		$	0.80	$	76,894		$	0.80
Reconciliation of weighted average shares:
Weighted average common shares — all basic calculations		91,715					91,036
Dilutive shares for long term compensation plans		228					982
Diluted shares for net income calculations		91,943					92,018
Weighted average common units		4,190					4,190
Diluted shares for funds from operations calculations		96,133					96,208

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
March 31, 2008
(In thousands, except share amounts)

	March 31, 2008			December 31, 2007
	(Unaudited)
Assets
Real estate:
Land and land improvements	$	783,042		$	796,501
Building and improvements		4,131,144			4,434,731
Less:accumulated depreciation		(895,395	)		(863,609	)
Operating real estate		4,018,791			4,367,623
Development in progress		286,875			328,138
Land held for development		218,204			247,124
Net real estate		4,523,870			4,942,885
Cash and cash equivalents		6,924			37,989
Restricted cash		58,692			34,567
Accounts receivable		13,347			12,217
Deferred rent receivable		78,392			80,087
Deferred financing and leasing costs, net of accumulated amortization (2008, $127, 234; 2007, $119, 721)		131,210			144,689
Investment in unconsolidated joint ventures		316,348			278,383
Prepaid expenses and other assets		78,387			107,932
Total assets	$	5,207,170		$	5,638,749
Liabilities
Mortgage loans	$	236,085		$	243,169
Unsecured notes		2,155,000			2,155,000
Credit facility		265,000			622,960
Accounts payable		42,502			44,666
Accrued interest		39,225			39,725
Dividend and distributions payable		60,256			59,849
Other liabilities		214,117			263,738
Total liabilities		3,012,185			3,429,107
Minority interest		370,987			372,621
Shareholders’ Equity
Common shares of beneficial interest, $.001 par value, 187, 987, 000 shares authorized, 93,539,759 (includes 1,249,909 in treasury) and 92,817,879 (includes 1,249,909 in treasury) shares issued and outstanding as of March 31, 2008 and December 31, 2007, respectively		94			93
Additional paid-in capital		1,998,924			1,984,141
Accumulated other comprehensive income		21,248			21,378
Distributions in excess of net income		(144,317	)		(116,640	)
Common shares in treasury, at cost, 1,249,909 shares as of March 31, 2008 and December 31, 2007		(51,951	)		(51,951	)
Total shareholders’ equity		1,823,998			1,837,021
Total liabilities & shareholders’ equity	$	5,207,170		$	5,638,749