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): July 21, 2008

LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Maryland	1-13130	23-7768996
Pennsylvania	1-13132	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 2.02. Results of Operations and Financial Condition.

     On July 21, 2008, the Registrants issued a press release announcing the Registrants’ financial results for the quarter ended June 30, 2008. 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)	Shell Company Transactions.
	None.
(d)	Exhibits.

Exhibit Number		Exhibit Title
	99	Press Release by the Registrants, dated July 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/ 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: July 22, 2008

2

EXHIBIT INDEX

Exhibit Number		Exhibit Title
	99	Press Release by the Registrants, dated July 21, 2008, 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	Inquiries:	Jeanne A. Leonard
		Liberty Property Trust
		610/648-1704

LIBERTY PROPERTY TRUST ANNOUNCES
SECOND QUARTER RESULTS

Malvern, PA, July 21, 2008 — Liberty Property Trust (NYSE:LRY) reported that net income per common share (diluted) was $0.34 per share for the quarter ended June 30, 2008, compared to $0.57 per share (diluted) for the quarter ended June 30, 2007. For the six-month period ended June 30, 2008, net income per common share (diluted) was $0.67, compared to $1.00 per share for the same period in 2007. Net income reported for the second quarter and first six months of 2007 included significant gains on sales of property whereas the gains were less significant for the same periods in 2008.

Funds from operations available to common shareholders (diluted) (“FFO”) for the second quarter of 2008 was $0.80 per share, compared to $0.79 per share for the second quarter of 2007. FFO per share for the six month period ended June 30, 2008 was $1.60, compared to $1.59 per share for the same period in 2007. A reconciliation of GAAP net income to FFO is included in the financial tables accompanying this press release.

“Liberty had a very solid quarter in a very shaky environment, aptly reflecting Liberty’s defensive operating platform, which has historically outperformed during challenging economic times,” said Bill Hankowsky, chief executive officer. “Although the economy continues to dampen demand, supply and demand are generally in balance, Liberty’s leasing performance is robust, and our operating metrics are solid. We are comfortable reaffirming our guidance for 2008 funds from operations at $3.10-$3.25 per share.”

Portfolio Performance

Leasing: At June 30, 2008 Liberty’s in-service portfolio of 74.8 million square feet was 92.5% occupied, compared to 92.2% at the end of the first quarter. During the second quarter, Liberty completed lease transactions totaling 5.1 million square feet of space.

Same Store Performance: Property level operating income for same store properties increased by 0.6% on a cash basis and decreased by 0.3 % on a straight line basis for the second quarter of 2008 compared to the same quarter in 2007.

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Liberty Property Trust Second Quarter 2008 Results -2-

Real Estate Investments

Development: During the second quarter, Liberty brought into service four wholly-owned development properties totaling 782,000 square feet for a total investment of $46.9 million. These properties are 100% leased at a current yield of 10.4%. A joint venture in which Liberty holds a 50% interest brought into service one development property for a total investment of $25.9 million. This 55,000 square foot office property in the United Kingdom is unleased. Also, the final 285,000 square feet of the 1.25 million square foot Comcast Center development came into service during the second quarter.

During the second quarter, Liberty began development of one industrial property for an expected total investment of $50.5 million. The 346,000 build-to-suit will serve as a new baking facility for Tasty Baking Company in Philadelphia.

As of June 30, 2008, Liberty had 5.7 million square feet of wholly-owned and joint venture properties under development. This activity represents a total projected investment of $610.3 million, with an expected yield of 8.4%. The properties were 34.0% leased at June 30.

Acquisitions: Liberty acquired no properties during the quarter.

Dispositions: Liberty sold one operating property, which contained 84,000 square feet of leaseable space for $5.3 million. In addition, a joint venture in which Liberty holds a 50% interest sold 0.6 acres of land for $1.4 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 75 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 Second Quarter 2008 Results -3-

Liberty will host a conference call during which management will discuss second quarter results, on Tuesday, July 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: 55023595. 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
June 30, 2008
(Unaudited and in thousands, except per share amounts)

	Quarter Ended						Six Months Ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Operating Revenue
Rental	$	127,923		$	116,785		$	263,436		$	231,282
Operating expense reimbursement		58,458			51,465			116,319			101,641
Total operating revenue		186,381			168,250			379,755			332,923
Operating Expenses
Rental property		36,992			35,307			77,057			70,886
Real estate taxes		23,804			18,405			44,630			34,481
General and administrative		13,070			12,643			27,037			25,726
Depreciation and amortization		43,892			37,396			87,866			73,241
Total operating expenses		117,758			103,751			236,590			204,334
Operating Income		68,623			64,499			143,165			128,589
Other Income/Expense
Interest and other		3,034			2,884			6,128			5,403
Interest		(37,316	)		(28,877	)		(79,746	)		(55,884	)
Total other income/expense		(34,282	)		(25,993	)		(73,618	)		(50,481	)
Income before property dispositions, income taxes, minority interest and equity in earnings of unconsolidated joint ventures		34,341			38,506			69,547			78,108
Gain on property dispositions		835			1,299			1,476			1,451
Income taxes		(580	)		(213	)		(1,064	)		(514	)
Minority interest		(6,630	)		(6,045	)		(13,036	)		(11,524	)
Equity in earnings of unconsolidated joint ventures		1,010			326			1,387			1,055
Income from continuing operations		28,976			33,873			58,310			68,576
Discontinued operations net of minority interest (including net gain on property dispositions of $2,793 and $17,430 for the quarters ended June 30, 2008 and 2007 and $3,403 and $20,231 for the six month periods ended June 30, 2008 and 2007)		2,653			18,554			3,280			23,549
Net Income	$	31,629		$	52,427		$	61,590		$	92,125
Basic income per common share
Continuing operations	$	0.31		$	0.37		$	0.63		$	0.75
Discontinued operations	$	0.03		$	0.20		$	0.04		$	0.26
Total basic income per common share	$	0.34		$	0.57		$	0.67		$	1.01
Diluted income per common share
Continuing operations	$	0.31		$	0.37		$	0.63		$	0.74
Discontinued operations	$	0.03		$	0.20		$	0.04		$	0.26
Total diluted income per common share	$	0.34		$	0.57		$	0.67		$	1.00
Weighted average shares
Basic		92,323			91,597			92,019			91,318
Diluted		92,701			92,328			92,248			92,168

Liberty Property Trust
Statement of Funds From Operations
June 30, 2008
(Unaudited and in thousands, except per share amounts)

	Quarter Ended										Six Months Ended
	June 30, 2008					June 30, 2007					June 30, 2008					June 30, 2007
				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	$	31,629		$	0.34	$	52,427		$	0.57	$	61,590		$	0.67	$	92,125		$	1.01
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		4,329					844					7,877					1,685
Depreciation and amortization		43,252					39,062					86,630					76,989
Gain on property dispositions		(3,164	)				(18,549	)				(4,132	)				(21,936	)
Minority interest share in addback for depreciation and amortization and gain on property dispositions		(1,914	)				(938	)				(3,909	)				(2,484	)
Funds from operations available to common shareholders — basic	$	74,132		$	0.80	$	72,846		$	0.80	$	148,056		$	1.61	$	146,379		$	1.60
Reconciliation of net income to FFO — diluted:
Diluted — income available to common shareholders	$	31,629		$	0.34	$	52,427		$	0.57	$	61,590		$	0.67	$	92,125		$	1.00
Adjustments:
Depreciation and amortization of unconsolidated joint ventures		4,329					844					7,877					1,685
Depreciation and amortization		43,252					39,062					86,630					76,989
Gain on property dispositions		(3,164	)				(18,549	)				(4,132	)				(21,936	)
Minority interest excluding preferred unit distributions		1,428					2,407					2,780					4,222
Funds from operations available to common shareholders — diluted	$	77,474		$	0.80	$	76,191		$	0.79	$	154,745		$	1.60	$	153,085		$	1.59
Reconciliation of weighted average shares:
Weighted average common shares — all basic calculations		92,323					91,597					92,019					91,318
Dilutive shares for long term compensation plans		378					731					229					850
Diluted shares for net income calculations		92,701					92,328					92,248					92,168
Weighted average common units		4,190					4,190					4,190					4,190
Diluted shares for funds from operations calculations		96,891					96,518					96,438					96,358

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, genera l 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 REITs 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 inc ome (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 a n 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
June 30, 2008
(In thousands, except share amounts)

	June 30, 2008			December 31, 2007
	(Unaudited)
Assets
Real estate:
Land and land improvements	$	792,067		$	796,501
Building and improvements		4,184,851			4,434,731
Less: accumulated depreciation		(927,575	)		(863,609	)
Operating real estate		4,049,343			4,367,623
Development in progress		316,369			328,138
Land held for development		221,775			247,124
Net real estate		4,587,487			4,942,885
Cash and cash equivalents		13,579			37,989
Restricted cash		54,535			34,567
Accounts receivable		10,797			12,217
Deferred rent receivable		80,644			80,087
Deferred financing and leasing costs, net of accumulated amortization (2008, $134,547; 2007, $119,721)		131,490			144,689
Investment in unconsolidated joint ventures		319,622			278,383
Prepaid expenses and other assets		78,842			107,932
Total assets	$	5,276,996		$	5,638,749
Liabilities
Mortgage loans	$	207,496		$	243,169
Unsecured notes		2,155,000			2,155,000
Credit facility		375,000			622,960
Accounts payable		50,443			44,666
Accrued interest		37,816			39,725
Dividend and distributions payable		60,705			59,849
Other liabilities		199,732			263,738
Total liabilities		3,086,192			3,429,107
Minority interest		370,362			372,621
Shareholders’ Equity
Common shares of beneficial interest, $.001 par value, 183,987,000 shares authorized, 94,186,521 (includes 1,249,909 in treasury) and 92,817,879 (includes 1,249,909 in treasury) shares issued and outstanding as of June 30, 2008 and December 31, 2007, respectively		94			93
Additional paid-in capital		2,021,368			1,984,141
Accumulated other comprehensive income		21,707			21,378
Distributions in excess of net income		(170,776	)		(116,640	)
Common shares in treasury, at cost, 1,249,909 shares as of June 30, 2008 and December 31, 2007		(51,951	)		(51,951	)
Total shareholders’ equity		1,820,442			1,837,021
Total liabilities & shareholders’ equity	$	5,276,996		$	5,638,749