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 *
AXINN DONALD E
   2. Issuer Name and Ticker or Trading Symbol
BRANDYWINE REALTY TRUST [BDN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
555 EAST LANCASTER AVENUE, SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
05/19/2009
(Street)

RADNOR, PA 19087		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (1) 06/02/2009   A   5,594 A $ 7.15 48,714 D  
Common Shares of Beneficial Interest (2) 05/19/2009   L V 80 A $ 6.61 48,794 D  
Common Shares of Beneficial Interest (3) 05/28/2009   G V 40 D $ 0 48,754 D  
Common Shares of Beneficial Interest (4) 05/28/2009   G V 40 D $ 0 48,714 D  
Common Shares of Beneficial Interest (5)               2,900 I Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
AXINN DONALD E
555 EAST LANCASTER AVENUE
SUITE 100
RADNOR, PA 19087		   X      

Signatures

 /s/ Brad A. Molotsky, as Attorney-in-Fact for Donald E. Axinn   06/04/2009
**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) These shares reflect the $40,000 annual Trustee share award the number of shares of which is calculated based upon the closing price on June 2, 2009 of $7.15. Shares will vest ratably over three years: 1/3 on June 2, 2010; 1/3 on June 2, 2011 and 1/3 on June 2, 2012.
(2) The shares were acquired on May 19, 2009, and constitute a "small acquisition" under Rule 16a-6(a) and are thus eligible for deferred reporting. The reporting person has elected to voluntarily report the acquisition of these shares in this Form 4 as opposed to a subsequent Form 5.
(3) This is an exempt transaction and reports the first of two separate bona fide gifts made by the reporting person of 40 shares to each of two separate donees.
(4) This is an exempt transaction and reports the second of two separate bona fide gifts made by the reporting person of 40 shares to each of two separate donees.
(5) No transaction on the above date. Indirect ownership is being disclosed for informational purposes only.

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