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): December 13, 2006

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	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		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

Underwriting Agreement

Form of Global Note

Form of Supplemental Indenture

Opinion of Morgan, Lewis & Bockius LLP

Opinion of Wolf, Block, Schorr and Solis-Cohen LLP

Item 1.01 Entry Into a Material Definitive Agreement.

          On December 13, 2006, Liberty Property Limited Partnership (the “Partnership”) priced a public offering (the “Offering”) of $300,000,000 principal amount (the “Notes”) of its 5.50% Senior Notes due 2016. Banc of America Securities LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC (collectively, the “Underwriters”) acted as underwriters for the Offering. The Underwriting Agreement relating to the Offering is filed as Exhibit 1.1 to this Report. For additional information concerning the Notes, refer to the Form of Global Note and Form of Supplemental Indenture filed as Exhibits 4.1 and 4.2, respectively, to this Report.

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
1.1	Underwriting Agreement, dated December 13, 2006, by and among Liberty Property Trust (the “Trust”), the Partnership and the Underwriters.
4.1	Form of Global Note Representing $300,000,000 Principal Amount of 5.50% Senior Notes due 2016.
4.2	Form of Supplemental Indenture between Liberty Property Limited Partnership and The Bank of New York Trust Company, N.A, as trustee, to be dated December 18, 2006.
5.1	Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the securities.
8.1	Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.

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: December 15, 2006

2

EXHIBIT INDEX

Exhibit Number	Exhibit Title
1.1	Underwriting Agreement, dated December 13, 2006, by and among Liberty Property Trust (the “Trust”), the Partnership and the Underwriters.
4.1	Form of Global Note Representing $300,000,000 Principal Amount of    % Senior Notes due 2016.
4.2	Form of Supplemental Indenture between Liberty Property Limited Partnership and The Bank of New York Trust Company, N.A, as trustee, to be dated December 18, 2006.
5.1	Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the securities.
8.1	Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.