Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CUSHING DANIEL K
   2. Issuer Name and Ticker or Trading Symbol
BRANDYWINE REALTY TRUST [BDN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
401 PLYMOUTH ROAD, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
01/20/2006
(Street)

PLYMOUTH MEETING, PA 19462		 4. If Amendment, Date Original Filed(Month/Day/Year)
01/09/2006		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest 01/05/2006 01/05/2006 A   8,706 A (1) 8,706 D  
Common Shares of Beneficial Interest 01/05/2006 01/05/2006 A   26,097 A (2) 26,097 D  
Common Shares of Beneficial Interest 01/05/2006 01/05/2006 A   13,800 A $ 0 13,800 D  
Common Shares of Beneficial Interest 01/05/2006 01/05/2006 F   4,934 D $ 28.95 8,866 D  
Common Shares of Beneficial Interest 01/05/2006 01/05/2006 A   3,450 A (7) 3,450 D  
Common Shares of Beneficial Interest 01/05/2006 01/05/2006 A   345 A (1) 345 I In Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 19.4114 (3) 01/05/2006 01/05/2006 A   5,638   01/05/2006 02/28/2012 Common Shares of Beneficial Interest 5,638 (3) 5,638 D  
Stock Option (Right to Buy) $ 18.0229 (4) 01/05/2006 01/05/2006 A   7,238   01/05/2006 03/05/2013 Common Shares of Beneficial Interest 7,238 (4) 7,238 D  
Stock Option (Right to Buy) $ 23.6253 (5) 01/05/2006 01/05/2006 A   31,847   01/05/2006 02/23/2014 Common Shares of Beneficial Interest 31,847 (5) 31,847 D  
Stock Option (Right to Buy) $ 24.0398 (6) 01/05/2006 01/05/2006 A   43,428   01/05/2006 02/03/2015 Common Shares of Beneficial Interest 43,428 (6) 43,428 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CUSHING DANIEL K
401 PLYMOUTH ROAD
SUITE 500
PLYMOUTH MEETING, PA 19462		       Senior Vice President  

Signatures

 Daniel Cushing   01/20/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Received in connection with the merger (the "REIT Merger") of Prentiss Property Trust ("Prentiss") into Brandywine Cognac I, LLC, an indirect subsidiary of Brandywine Realty Trust ("Brandywine"). On the effective date of the Merger, each issued and outstanding Prentiss common share of beneficial interest was converted into the right to receive (i) $21.50 in cash and (ii) 0.69 of a Brandywine common share of beneficial interest.
(2) Received in connection with the REIT Merger, and represents shares beneficially owned by the reporting person pursuant to a Prentiss deferred compensation plan (the "Plan"). On the effective date of the REIT Merger, each issued and outstanding Prentiss common share of beneficial interest held pursuant to the Plan was converted into the right to receive 1.4476 Brandywine common shares of beneficial interest.
(3) Received in the REIT Merger in exchange for an employee stock option to acquire 3,895 Prentiss common shares of beneficial interest for $28.10 per share
(4) Received in the REIT Merger in exchange for an employee stock option to acquire 5,000 Prentiss common shares of beneficial interest for $26.09 per share.
(5) Received in the REIT Merger in exchange for an employee stock option to acquire 22,000 Prentiss common shares of beneficial interest for $34.20 per share.
(6) Received in the REIT Merger in exchange for an employee stock option to acquire 30.000 Prentiss common shares of beneficial interest for $34.80 per share.
(7) Received in connection with the REIT Merger, an award of 3,450 Restricted shares which vest on 1/1/2009.

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