UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-Q

(Mark One)
X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996

                                     OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     AND EXCHANGE ACT OF 1934

For the transition period from ________________ to __________________

     Commission file number:  1-13130 (Liberty Property Trust)
                              1-13132 (Liberty Property Limited Partnership)


                           LIBERTY PROPERTY TRUST
                     LIBERTY PROPERTY LIMITED PARTNERSHIP
     (Exact name of registrants as specified in their governing documents)



MARYLAND (Liberty Property Trust)                                 23-7768996
PENNSYLVANIA (Liberty Property Limited Partnership)               23-2766549
(State or other jurisdiction
of incorporation or organization)    (I.R.S. Employer Identification Number)

65 Valley Stream Parkway, Suite 100, Malvern, Pennsylvania             19355
(Address of Principal Executive Offices)                          (Zip Code)

Registrants' Telephone Number, Including Area Code            (610) 648-1700

Indicate by check mark whether the registrants (1) have filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding twelve (12) months (or for such shorter period
that the registrants were required to file such reports) and (2) have been 
subject to such filing requirements for the past ninety (90) days.  
YES   X    NO  	

On August 9, 1996, 29,855,091 Common Shares of Beneficial Interest, par value 
$.001 per share, of Liberty Property Trust were outstanding.



         LIBERTY PROPERTY TRUST/LIBERTY PROPERTY LIMITED PARTNERSHIP
                FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1996

                                     INDEX

Part I.  Financial Information
- ------------------------------
Item 1.  Financial Statements
       


                                                                      Page

                                                                   
     Consolidated balance sheet of Liberty Property Trust at 
     June 30, 1996 (unaudited) and December 31, 1995.                  4

     Consolidated statement of operations of Liberty Property 
     Trust for the three months ended June 30, 1996 (unaudited) 
     and June 30, 1995 (unaudited).                                    5

     Consolidated statement of operations of Liberty Property 
     Trust for the six months ended June 30, 1996 (unaudited) 
     and June 30, 1995 (unaudited).                                    6

     Consolidated statement of cash flows of Liberty Property 
     Trust for the six months ended June 30, 1996 (unaudited) 
     and June 30, 1995 (unaudited).                                    7

     Notes to consolidated financial statements for Liberty 
     Property Trust.                                                   8

     Consolidated balance sheet of Liberty Property Limited 
     Partnership at June 30, 1996 (unaudited) and December 31, 
     1995.                                                             9

     Consolidated statement of operations of Liberty Property 
     Limited Partnership for the three months ended June 30, 
     1996 (unaudited) and June 30, 1995 (unaudited).                   10

     Consolidated statement of operations of Liberty Property 
     Limited Partnership for the six months ended June 30, 1996 
     (unaudited) and June 30, 1995 (unaudited).                        11

     Consolidated statement of cash flows of Liberty Property 
     Limited Partnership for the six months ended June 30, 1996 
     (unaudited) and June 30, 1995 (unaudited).                        12

     Notes to consolidated financial statements for Liberty 
     Property Limited Partnership.                                     13

Item 2.
Management's Discussion and Analysis of Financial Condition 
and Results of Operations.                                             14-17

Part II.  Other Information                                            18
- ---------------------------
Signatures                                                             19
- ----------


                                    2

- ---------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" 
for forward-looking statements.  Certain information included in this 
Quarterly Report on Form 10-Q contain statements that are or will be forward-
looking, such as statements relating to acquisitions and other business 
development activities, future capital expenditures and the effects of 
regulation (including environmental regulation) and competition.  Such 
forward-looking information involves important risks and uncertainties 
that could significantly affect anticipated results in the future and, 
accordingly, such results may differ from those expressed in any forward-
looking statements made by, or on behalf of, the Company. These risks and 
uncertainties include, but are not limited to, uncertainties affecting real 
estate businesses generally (such as renewals of leases and dependence 
on tenants' business operations), risks relating to acquisition, construction
and development activities, possible environmental liabilities, risks relating
to leverage and debt service (including sensitivity of the Company's 
operations to fluctuations in interest rates), the potential for the use of
borrowings to make distributions necessary to qualify as a REIT, dependence
on the primary markets in which the Company's properties are located, the 
existence of complex regulations relating to status as a REIT and the adverse
consequences of the failure to qualify as a REIT and the potential adverse 
impact of market interest rates on the market price for the Company's 
securities.

                                     3      


             Consolidated Balance Sheet of Liberty Property Trust
                               (In thousands)



                                           June 30, 1996    December 31, 1995
                                           -------------    -----------------
                                            (unaudited)
                                                      
ASSETS
Real estate:
  Land and land improvements               $     118,179    $        108,723
  Buildings and improvements                     772,234             715,908
  Less accumulated depreciation                 (105,877)            (94,183)
                                           -------------    ----------------
Operating real estate                            784,536             730,448

  Development in progress                         73,327              67,021
  Land held for development                       35,386              28,578
                                           -------------    ----------------
Net real estate                                  893,249             826,047

Cash and cash equivalents                         13,621              10,629
Accounts receivable                                7,930               5,608
Deferred financing and leasing costs,
  net of accumulated amortization
  (1996, $27,082; 1995, $24,007)                  24,569              26,363
Prepaid expenses and other assets                 26,389              29,455
                                           -------------    ----------------
Total assets                               $     965,758    $        898,102

LIABILITIES
Mortgage loans                             $     211,378    $        172,115
Subordinated debentures                          213,305             229,900
Line of credit                                   110,471              71,894
Accounts payable                                   3,985               4,577
Accrued interest                                   9,082               9,439
Dividend payable                                  13,080              12,668
Other liabilities                                 19,658              20,835
                                           -------------    ----------------
Total liabilities                                580,959             521,428

Minority interest                                 40,750              41,153

SHAREHOLDER' EQUITY
Common shares of beneficial interest, 
  $.001 par value, 200,000,000 shares
  authorized, 29,294,841 and 28,348,048
  shares issued and outstanding as of
  June 30, 1996 and December 31, 1995,
  respectively                                        29                  28
Additional paid-in capital                       332,226             314,407
Unearned compensation                             (1,863)                  -
Retained earnings                                 13,657              21,086
                                           -------------    ----------------
Total shareholders' equity                       344,049             335,521
                                           -------------    ----------------
Total liabilities and shareholders'
  equity                                   $     965,758    $        898,102
                                           =============    ================



See accompanying notes.
                                     4


    Consolidated Statement of Operations of Liberty Property Trust 
       (Unaudited and in thousands, except per share amounts)




                                                  Three             Three
                                               Months Ended      Months Ended
                                              June 30, 1996     June 30, 1995
                                              -------------     -------------
                                                          
REVENUE
Rental                                        $      27,146     $      22,261
Operating expense reimbursement                       8,222             5,751
Management fees                                         361               158
Interest and other                                      921               565
                                              -------------     -------------
Total revenue                                        36,650            28,735

OPERATING EXPENSES
Rental property expenses                              6,818             5,079
Real estate taxes                                     2,607             2,282
General and administrative                            1,950             1,349
Depreciation and amortization                         6,718             5,584
                                              -------------     -------------
Total operating expenses                             18,093            14,294
                                              -------------     -------------

Operating income                                     18,557            14,441

Premium on debenture conversion                         390                 -
Interest expense                                      9,433             9,013
                                              -------------     -------------
Income before minority interest                       8,734             5,428

Minority interest                                       925               760
                                              -------------     -------------

Net income                                    $       7,809     $       4,668
                                              =============     =============

Net income per common share - primary         $        0.27     $        0.22
                                              =============     =============

Dividends declared per common share           $        0.40     $        0.40
                                              =============     =============

Weighted average number of common shares
  outstanding                                        29,027            21,143
                                              =============     =============

See accompanying notes.

                                     5


      Consolidated Statement of Operations of Liberty Property Trust
         	(Unaudited and in thousands, except per share amounts)




                                                   Six               Six
                                               Months Ended     Months Ended
                                              June 30, 1996    June 30, 1995
                                              -------------    -------------
                                                         
REVENUE
Rental                                        $      53,098    $      41,754
Operating expense reimbursement                      17,127           11,162
Management fees                                         866              379
Interest and other                                    2,122            1,174
                                              -------------    -------------
Total revenue                                        73,213           54,469

OPERATING EXPENSES
Rental property expenses                             14,635            9,624
Real estate taxes                                     5,172            4,498
General and administrative                            3,587            2,273
Depreciation and amortization                        13,174           10,474
                                              -------------    -------------
Total operating expenses                             36,568           26,869
                                              -------------    -------------

Operating income                                     36,645           27,600

Premium on debenture conversion                         390                -
Interest expense                                     18,567           17,407
                                              -------------    -------------

Income before minority interest                      17,688           10,193

Minority interest                                     1,890            1,349
                                              -------------    -------------

Net income                                    $      15,798    $       8,844
                                              =============    =============

Net income per common share - primary         $        0.55    $        0.42
                                              =============    =============

Dividends declared per common share           $        0.80    $        0.80
                                              =============    =============

Weighted average number of common
  shares outstanding                                 28,750           21,143
                                              =============    =============


See accompanying notes.

                                       6


      Consolidated Statement of Cash Flows of Liberty Property Trust 
                         (Unaudited and in thousands)




                                                    Six              Six
                                                Months Ended     Months Ended
                                               June 30, 1996    June 30, 1995 
                                               -------------    -------------
                                                          
OPERATING ACTIVITIES
Net income                                     $      15,798    $       8,844
Adjustments to reconcile net income to
  net cash provided by operating activities
     Depreciation and amortization                    13,174           10,474
     Minority interest in net income                   1,890            1,349
     Gain on sale                                       (377)               -
     Noncash compensation                                250                -
     Changes in operating assets and 
      liabilities:
        Accounts receivable                           (2,322)             366
        Prepaid expense and other assets                 831           (1,209)
        Accounts payable                                (592)             963 
        Accrued interest on existing debt               (357)           2,710
        Other liabilities                               (824)           1,145
                                               -------------    -------------

Net cash provided by operating activities             27,471           24,642
                                               -------------    -------------

INVESTING ACTIVITIES
     Investment in properties                        (78,552)        (145,687)
     Increase in deferred leasing costs               (1,893)          (1,933)
                                               -------------    -------------

Net cash used by investing activities                (80,445)        (147,620)
                                               -------------    -------------

FINANCING ACTIVITIES
     Proceeds from mortgage loans                     39,650           57,700
     Repayments of mortgage loans                       (387)          (7,424)
     Proceeds from line of credit                     77,227          114,968
     Repayments on line of credit                    (38,650)         (35,000)
     Deposits on pending acquisitions                  2,156           19,307
     Decrease (increase) in deferred financing 
       costs                                           1,452           (3,702)
     Dividends                                       (25,495)         (19,132)
     Other                                                13                -
                                               -------------    -------------

Net cash provided by financing activities             55,966          126,717

Increase in cash and cash equivalents                  2,992            3,739

Cash and cash equivalents at beginning of 
  period                                              10,629           25,169
                                               -------------    -------------

Cash and cash equivalents at end of period     $      13,621    $      28,908
                                               =============    =============
SUPPLEMENTAL DISCLOSURE OF NONCASH
  TRANSACTIONS
Write-off of fully depreciated property and 
  deferred costs                               $         650    $       1,180
Acquisition of properties                                  -          (55,300)
Assumption of mortgage loans                               -           41,117
Issuance of operating partnership units                    -           14,183
Noncash compensation                                     353                -
Conversion of debentures                              16,595                -
                                               =============    =============

See accompanying notes.

                                      7


                          LIBERTY PROPERTY TRUST

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                             JUNE 30, 1996


NOTE 1 - BASIS OF PRESENTATION
- ------------------------------

The accompanying unaudited consolidated financial statements of Liberty 
Property Trust (the "Trust") and its subsidiaries, including Liberty Property
Limited Partnership (the "Operating Partnership") (the Trust, Operating
Partnership and their respective subsidiaries referred to collectively as the 
"Company"), have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the 
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, 
they do not include all of the information and footnotes required by generally 
accepted accounting principles for complete financial statements and should be
read in conjunction with the consolidated financial statements and notes 
thereto included in the Annual Report on Form 10-K of the Trust and the
Operating Partnership for the year ended December 31, 1995.  In the opinion 
of management, all adjustments (consisting solely of normal recurring 
adjustments) necessary for a fair presentation of the financial statements
for these interim periods have been included.  The results of interim periods
are not necessarily indicative of the results to be obtained for a full
fiscal year.  Certain amounts from prior periods have been restated to 
conform to current period presentation.

NOTE 2 - ORGANIZATION
- ---------------------

The Trust, a self-administered and self-managed real estate investment trust
(a "REIT"), was formed in the State of Maryland on March 28, 1994 and
commenced operations on June 23, 1994 upon completion of its 
initial public offering (the "Share Offering"). The Trust conducts all of its 
operations through the Operating Partnership.  At June 30, 1996, the Trust 
owned an 89.38% interest in the Operating Partnership as its sole general 
partner and a .03% interest as a limited partner.  Concurrent with the Share
Offering, the Operating Partnership completed a public offering of $230
million of Exchangeable Subordinated Debentures (the "Debentures") due 2001.
The Debentures are guaranteed by the Trust.  After June 23, 1995,  the 
Debentures are exchangeable, at the option of the holder thereof, at any time
prior to maturity, into Common Shares at a rate of one share for each $20 out-
standing principal amount of Debentures, subject to certain adjustments.  The
Company completed a secondary offering (the "Secondary Offering") on Novem-
ber 27, 1995 of 7,200,000 Common Shares.

                                    8


    CONSOLIDATED BALANCE SHEET OF LIBERTY PROPERTY LIMITED PARTNERSHIP
                              (In thousands)



                                           June 30, 1996    December 31, 1995
                                           -------------    -----------------
                                            (unaudited)
                                                      
ASSETS
Real estate:
  Land and land improvements               $     118,179    $         108,723
  Buildings and improvements                     772,234              715,908
  Less accumulated depreciation                 (105,877)             (94,183)
                                           -------------    -----------------
Operating real estate                            784,536              730,448

  Development in progress                         73,327               67,021
  Land held for development                       35,386               28,578
                                           -------------    -----------------
Net real estate                                  893,249              826,047

Cash and cash equivalents                         13,621               10,629
Accounts receivable                                7,930                5,608
Deferred financing and leasing costs, 
  net ofaccumulated amortization 
  (1996, $27,082; 1995, $24,007)                  24,569               26,363
Prepaid expenses and other assets                 26,389               29,455
                                           -------------    -----------------
Total assets                               $     965,758    $         898,102
                                           =============    =================

LIABILITIES
Mortgage loans                             $     211,378    $         172,115
Subordinated debentures                          213,305              229,900
Line of credit                                   110,471               71,894
Accounts payable                                   3,985                4,577
Accrued interest                                   9,082                9,439
Distributions payable                             13,080               12,668
Other liabilities                                 19,658               20,835
                                           -------------    -----------------
Total liabilities                                580,959              521,428

OWNERS' EQUITY
General partner's equity                         344,049              335,521
Limited partners' equity                          40,750               41,153
                                           -------------    -----------------
Total owners' equity                             384,799              376,674
                                           -------------    -----------------
Total liabilities and owners' equity       $     965,758    $         898,102
                                           =============    =================


See accompanying notes.

                                      9



 CONSOLIDATED STATEMENT OF OPERATIONS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
                          (Unaudited and in thousands)




                                                   Three            Three
                                                Months Ended     Months Ended
                                               June 30, 1996    June 30, 1995
                                               -------------    -------------
                                                          
REVENUE
Rental                                         $      27,146    $      22,261
Operating expense reimbursement                        8,222            5,751
Management fees                                          361              158
Interest and other                                       921              565
                                               -------------    -------------
Total revenue                                         36,650           28,735

OPERATING EXPENSES
Rental property expenses                               6,818            5,079
Real estate taxes                                      2,607            2,282
General and administrative                             1,950            1,349
Depreciation and amortization                          6,718            5,584
                                               -------------    -------------

Total operating expenses                              18,093           14,294
                                               -------------    -------------
Operating income                                      18,557           14,441

Premium on debenture conversion                          390                -
Interest expense                                       9,433            9,013
                                               -------------    -------------

Net income                                     $       8,734    $       5,428
                                               =============    =============

Net income allocated to general partner        $       7,809    $       4,668
Net income allocated to limited partners                 925              760
                                               =============    =============


See accompanying notes.

                                      10


 CONSOLIDATED STATEMENT OF OPERATIONS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
                          (Unaudited and in thousands)




                                                    Six              Six
                                                Months Ended     Months Ended
                                               June 30, 1996    June 30, 1995
                                               -------------    -------------
                                                          
REVENUE
Rental                                         $      53,098    $      41,754
Operating expense reimbursement                       17,127           11,162
Management fees                                          866              379
Interest and other                                     2,122            1,174
                                               -------------    -------------
Total revenue                                         73,213           54,469

OPERATING EXPENSES
Rental property expenses                              14,635            9,624
Real estate taxes                                      5,172            4,498
General and administrative                             3,587            2,273
Depreciation and amortization                         13,174           10,474
                                               -------------    -------------

Total operating expenses                              36,568           26,869

Operating income                                      36,645           27,600

Premium on debenture conversion                          390                -
Interest expense                                      18,567           17,407
                                               -------------    -------------

Net income                                     $      17,688    $      10,193
                                               =============    =============

Net income allocated to general partner        $      15,798    $       8,844
Net income allocated to limited partners               1,890            1,349
                                               =============    =============



See accompanying notes.

                                     11


 CONSOLIDATED STATEMENT OF CASH FLOWS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
                         (Unaudited and in thousands)




                                                    Six              Six
                                                Months Ended     Months Ended
                                               June 30, 1996    June 30, 1995 
                                               -------------    -------------
                                                          
OPERATING ACTIVITIES
Net income                                     $      17,688    $      10,193
Adjustments to reconcile net income to net
  cash provided by operating activities
     Depreciation and amortization                    13,174           10,474
     Gain on sale                                       (377)               -
     Noncash compensation                                250                -
     Changes in operating assets and 
      liabilities:
        Accounts receivable                           (2,322)             366
        Prepaid expense and other assets                 831           (1,209)
        Accounts payable                                (592)             963
        Accrued interest on existing debt               (357)           2,710
        Other liabilities                               (824)           1,145
                                               -------------    -------------

Net cash provided by operating activities             27,471           24,642
                                               -------------    -------------

INVESTING ACTIVITIES
     Investment in properties                        (78,552)        (145,687)
     Increase in deferred leasing costs               (1,893)          (1,933)
                                               -------------    -------------

Net cash used by investing activities                (80,445)        (147,620)
                                               -------------    -------------

FINANCING ACTIVITIES
     Proceeds from mortgage loans                     39,650           57,700
     Repayments of mortgage loans                       (387)          (7,424)
     Proceeds from line of credit                     77,227          114,968
     Repayments on line of credit                    (38,650)         (35,000)
     Deposits on pending acquisitions                  2,156           19,307
     Decrease (increase) in deferred financing
       costs                                           1,452           (3,702)
     Distributions to partners                       (25,495)         (19,132)
     Other                                                13                -
                                               -------------    -------------

Net cash provided by financing activities             55,966          126,717

Increase in cash and cash equivalents                  2,992            3,739

Cash and cash equivalents at beginning of
  period                                              10,629           25,169
                                               -------------    -------------

Cash and cash equivalents at end of period     $      13,621    $      28,908
                                               =============    =============

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and 
  deferred costs                               $         650    $       1,180
Acquisition of properties                                  -          (55,300)
Assumption of mortgage loans                               -           41,117
Issuance of operating partnership units                    -           14,183
Noncash compensation                                     353                -
Conversion of subordinated debentures                 16,595                -
                                               =============    =============


See accompanying notes.

                                     12



                     LIBERTY PROPERTY LIMITED PARTNERSHIP

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                JUNE 30, 1996

NOTE 1 - BASIS OF PRESENTATION
- ------------------------------

The accompanying unaudited consolidated financial statements of Liberty 
Property Limited Partnership (the "Operating Partnership") and its direct and 
indirect subsidiaries, including Liberty Property Development Corporation, 
have been prepared in accordance with generally accepted accounting 
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements and should be read in
conjunction with the consolidated financial statements and notes thereto 
included in the Annual Report on Form 10-K of the Trust and the Operating
Partnership for the year ended December 31, 1995.  In the opinion of manage-
ment, all adjustments (consisting solely of normal recurring adjustments) 
necessary for a fair presentation of the financial statements for these
interim periods have been included.  The results of interim periods are not 
necessarily indicative of the results to be obtained for a full fiscal year.  
Certain amounts from prior periods have been restated to conform to current 
period presentation.

NOTE 2 - ORGANIZATION

Liberty Property Trust (the "Trust", and together with the Operating Partner-
ship referred to as the "Company"), a self-administered and self-managed real 
estate investment trust (a "REIT"), was formed in the State of Maryland on
March 28, 1994 and commenced operations on June 23, 1994 upon completion of
its initial public offering (the "Share Offering"). The Trust conducts all of
its operations through the Operating Partnership.  At June 30, 1996, the Trust
owned an 89.38% interest in the Operating Partnership as its sole general part-
ner and a .03% interest as a limited partner.  Concurrent with the Share 
Offering, the Operating Partnership completed a public offering of $230 
million of Exchangeable Subordinated Debentures (the "Debentures") due 2001.  
The Debentures are guaranteed by the Trust.  After June 23, 1995,  the 
Debentures are exchangeable, at the option of the holder thereof, at any time
prior to maturity, into Common Shares at a rate of one share for each $20 
outstanding principal amount of Debentures, subject to certain adjustments.
The Company completed a secondary offering (the "Secondary Offering") on 
November 27, 1995 of 7,200,000 Common Shares.

                                     13



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
- -------------------------------------------------------------------------

The following discussion compares the activities of the Company for the three 
month and six month periods ended June 30, 1996 (unaudited) with the
activities of the Company for the three month and six month periods ended 
June 30, 1995 (unaudited).  As used herein, the term "Company" includes
the Trust, the Operating Partnership and their subsidiaries.

This information should be read in conjunction with the accompanying consoli-
dated financial statements and notes included elsewhere in this report.

RESULTS OF OPERATIONS
- ---------------------
For the three month and six month periods ended June 30, 1996 compared to 
- -------------------------------------------------------------------------
the three month and six month periods ended June 30, 1995.
- ----------------------------------------------------------

Rental revenues increased from $22.3 million to $27.1 million, or by 22%, 
for the three month periods ended June 30, 1995 to 1996 and increased from 
$41.8 million to $53.1 million, or by 27%, for the six month periods 
ended June 30, 1995 to 1996.  These increases are primarily due to the 
increase in the number of properties in operation during the respective 
periods.  As of June 30, 1995, the Company had 196 properties in operation 
and as of June 30, 1996, the Company had 230 properties in operation.  From
January 1, 1995 through March 31, 1995, and April 1, 1995 through June 30, 
1995, the Company acquired 40 properties and 5 properties, for approximately
$141.8 and $23.8 million, respectively.  From January 1, 1996 through 
March 31, 1996, and April 1, 1996 through June 30, 1996, the Company 
completed the development or acquired 5 properties and 11 properties, for 
approximately $18.4 and $29.7 million, respectively.

Operating expense reimbursement increased from $5.8 million to $8.2 million for
the three month periods ended June 30, 1995 to 1996, and from $11.2 million
to $17.1 million for the six month periods ended June 30, 1995 to 1996.  
This increase is a result of the reimbursement from tenants for increases in 
rental property expense and real estate taxes.

Rental property expense increased from $5.1 million to $6.8 million for the
three month periods ended June 30, 1995 to 1996 and from $9.6 million to 
$14.6 million for the six month periods ended June 30, 1995 to 1996.  This 
increase is due to the increase in properties owned during the respective 
periods and because of significant snow removal and other seasonal operating
costs incurred as a result of the severe 1996 winter.  

Real estate taxes increased from $2.3 million to $2.6 million for the three
month periods ended June 30, 1995 to 1996 and from $4.5 million to $5.2 
million for the six month periods ended June 30, 1995 to 1996, due to the
increase in the number of properties owned.

Net operating income for the "Same Store" properties (properties owned since
January 1, 1995) increased from $33.3 million to $35.0 million, or 5.2%, for
the six month periods ended June 30, 1995 to 1996 (see table page 16).  These
increases are due principally to increases in the occupancy of the properties
and to a lesser extent, the rental rates for the properties.

                                     14



General and administrative expenses increased by $601,000 from the three 
months ended June 30, 1995 and the comparable period in 1996, and by $1.3 
million from the six months ended June 30, 1995 to the comparable period in
1996, due to the increase in personnel and other related overhead costs 
necessitated by the increase in the number of properties owned during the 
respective periods.  Included in general and administrative expense for the 
three months ended June 30, 1996 is a $228,000 noncash charge resulting from 
the amortization of a stock award over its vesting period.  There is no 
corresponding charge for the three months ended June 30, 1995.

Interest expense increased from $9.0 million for the three months ended 
June 30, 1995 to $9.4 million for the three months ended June 30, 1996, 
and from $17.4 million for the six months ended June 30, 1995 to $18.6 
million for the six months ended June 30, 1996.  Interest expense was incurred
on the Line of Credit (which was used to fund property acquisitions and 
development costs), on mortgage debt and on the Debentures.  The increase in
interest expense is due to an increase in the average debt outstanding from 
the second quarter of 1995 to the second quarter of 1996 which equalled
$465.6 million and $522.9 million, respectively.  This increase is
partly offset by the lower interest rate on the outstanding debt, primarily 
as a result of the 1% reduction in the interest rate on the Line of Credit 
borrowings which became effective May 1, 1995.

Depreciation and amortization expense increased by $1.1 million for the 
three month periods from $5.6 million for the three months ended June 30, 
1995 to $6.7 million for the three months ended June 30, 1996, and by 
$2.7 million for the six month periods, from $10.5 million for the six 
months ended June 30, 1995 to $13.2 million for the six months ended June 30, 
1996.  These increases are due to an increase in the number of properties 
owned during the respective periods.

As a result of the foregoing, the Company's operating income increased from 
$14.4 million for the three months ended June 30, 1995 to $18.6 million for
the three months ended June 30,1996 and from $27.6 million for the six 
months ended June 30, 1995 to $36.6 million for the six months ended June 30,
1996.  In addition, income before minority interest for the three month 
periods increased by 61%, from $5.4 million for the three months ended June 30,
1995 to $8.7 million for the three months ended June 30, 1996, and increased
by 74%, for the six month periods from $10.2 million for the six months ended
June 30, 1995 to $17.7 million for the six months ended June 30, 1996.

                                   15



Set forth below is a schedule comparing the operating results for the Same 
Store properties for the six month periods ended June 30, 1996 and 1995.




                                                     Six Months Ended
                                                      (In thousands)
                                               ------------------------------
                                               June 30, 1996    June 30, 1995
                                               -------------    -------------
                                                          
Rental Revenue                                 $      37,498    $      36,041
Operating expense reimbursement                       12,622           10,276
                                               -------------    -------------
                                                      50,120           46,317

Rental property expenses                              11,218            8,962
Real estate taxes                                      3,887            4,062
                                               -------------    -------------
                                               $      35,015    $      33,293
                                               =============    =============



LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

As of June 30, 1996, the Company had cash and cash equivalents of $13.6 
million.  Working capital at June 30, 1996 was $8.5 million.

The Company has funded its property acquisition and development activities
primarily through its $250 million Line of Credit, which matures on June 15,
1998, subject to the Company's option to extend the maturity of the loan as
described below.  As of June 30, 1996, $110.5 million was outstanding under
the Line of Credit and collateral had been approved to enable the Company to
borrow up to $191.0 million.  The remaining amount of the Line of Credit, 
above the pre-approved available capacity, is available for further borrow-
ings, subject to satisfaction of certain conditions.  The Line of Credit is
recourse to the Company only with respect to 50% of the outstanding principal
amount thereof.

Funds borrowed under the Line of Credit bear interest at an annual rate of 
175 basis points over LIBOR.  Subject to certain conditions and the payment 
of a fee equal to 0.5% of the then outstanding loan balance, the Company may
exercise a one-time option to convert the loan balance into a two-year term
loan upon the maturity of the Line of Credit.  Following such conversion, 
the interest rate on the term loan would be LIBOR plus 4%.

Additional sources of funds are available to the Company through mortgage 
loan financing.  As of June 30, 1996, $211.4 million in mortgage loans were 
outstanding with maturities ranging from 1996 to 2013.  The interest rates
on $201.0 million of mortgage loans are fixed and range from 6% to 10%. 
Interest rates on $10.4 million of mortgage loans float with LIBOR or prime
and are subject to certain caps.

The Company expects to incur variable rate debt, including borrowings under
the Line of Credit, from time to time.  The Company believes that its existing
sources of capital will provide sufficient funds to complete construction of
the properties under development.  The Company believes that the amount 
necessary to complete such construction is approximately $96.7 million at 
June 30, 1996.

In July 1995, the Company filed a shelf registration with the Securities and
exchange Commission that enabled the Company to offer up to an aggregate of 
$350,000,000 of securities, including common stock, preferred stock and debt.

                                    16

On November 27, 1995, the Company completed a follow-on public offering of 
7,200,000 common shares resulting in proceeds of $140.4 million.  The 
proceeds were primarily used to reduce the amount outstanding under the Line
of Credit.  The remaining $209.6 million shelf registration is available for 
future offerings.  On February 8, 1996, Moody's Investors Service assigned a 
prospective rating of Ba2 for senior unsecured debt issued by Liberty Property
Limited Partnership under the shelf registration.

In June, 1996, the Company closed a $39.7 million mortgage loan with a 
12-year term bearing interest at 7.125% annually. The proceeds from this 
loan were used to paydown a portion of the outstanding principal amount 
under the Line of Credit.

During the three months ended June 30, 1996, the Company paid sums aggre-
gating $390,000 to facilitate the conversion of $11.5 million of Debentures
into 577,150 Common Shares.  

Management considers funds from operations an appropriate measure of the 
performance of an equity REIT.  In March, 1995 NAREIT issued a clarification
of the definition of funds from operations.  The clarification provides that
amortization of deferred financing costs and depreciation of non-real estate 
assets are no longer to be added back to net income in arriving at funds from 
operations.  Funds from operations under the new definition for the three and
six month periods ended June 30, 1996 and 1995 are as follows:




                        Three Months Ended               Six Months Ended
                          (In thousands)                  (In thousands)
                  ----------------------------    ----------------------------
                  June 30, 1996  June 30, 1995    June 30, 1996  June 30, 1995
                  -------------  -------------    -------------  -------------
                                                     
Net income        $       7,809  $       4,668    $      15,798  $       8,844
Addback:
 Minority interest          925            760            1,890          1,349
 Depreciation and
   amortization           6,639          5,531           13,027         10,381
 Premium on deben-
   ture conversion          390              -              390              -
 Gain on sale                 -              -             (377)             -
                  -------------  -------------    -------------  -------------

Funds from 
  operations      $      15,763  $      10,959    $      30,728  $      20,574
                  =============  =============    =============  =============


INFLATION

Because inflation has remained relatively low during the last three years, it 
has not had a significant impact on the Company during this period.  Since 
the Line of Credit bears interest at a variable rate, the amount of interest
payable under the Line of Credit will be influenced by changes in short-term
interest rates, which tend to be sensitive to inflation.  To the extent an
increase in inflation would result in increased operating costs, such as in
insurance, real estate taxes and utilities, substantially all of the tenant
leases require the tenants to absorb these costs as part of their rental 
obligations.  In addition, inflation also may have the effect of increasing
market rental rates.

                                   17



PART II     OTHER INFORMATION
- -----------------------------

Item 1.     Legal Proceedings

            None

Item 2.     Changes in Securities

            None

Item 3.     Defaults upon Senior Securities

            None

Item 4.     Submission of Matters to a Vote of Security Holders

            The 1996 Annual Meeting of Shareholders of the Trust was held
            May 15, 1996.  At the meeting, management's nominees, George F.
            Congdon, Frederick F. Buchholz and Stephen B. Siegel, were elected
            to fill the three available positions as Class II trustees.  Voting
            (expressed in numbers of shares) was as follows:  Mr. Congdon -- 
            24,455,574 for, 65,114 against or with and no abstentions or broker 
            non-votes; Mr. Buchholz -- 24,460,997 for, 59,691 against or with-
            held and no abstentions or broker non-votes; and Mr. Siegel -- 
            24,456,846 for, 63,842 against or withheld and no abstentions or 
            broker non-votes.

Item 5.     Other Information

            None

Item 6.     Exhibits and Reports on Form 8-K
            a.  Exhibits
                27  Financial Data Schedule (EDGAR VERSION ONLY)

            b   Reports on Form 8-K
                None


                                     18



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 thereunto duly authorized.

LIBERTY PROPERTY TRUST



/s/ Joseph P. Denny                    August 12, 1996
- ----------------------------           ---------------------------
Joseph P. Denny                        Date
President




/s/ George J. Alburger, Jr.            August 12, 1996
- -----------------------------          ---------------------------
George J. Alburger, Jr.                Date
Chief Financial Officer



LIBERTY PROPERTY LIMITED PARTNERSHIP

By:  LIBERTY PROPERTY TRUST, GENERAL PARTNER




/s/ Joseph P. Denny                    August 12, 1996
- -----------------------------          ---------------------------
Joseph P. Denny                        Date
President




/s/ George J. Alburger, Jr.            August 12, 1996
- -----------------------------          ---------------------------
George J. Alburger, Jr.                Date
Chief Financial Officer