Law Offices WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP Twelfth Floor Packard Building 111 South 15th Street Philadelphia, Pennsylvania 19102-3678 (215) 977-2000 Facsimile: (215) 977-2334 December 5, 1997 VIA EDGAR - --------- Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Liberty Property Trust Liberty Property Limited Partnership Registration Statement on Form S-3 Commission File No. 333-22211 ------------------------------------ Gentlemen/Ladies: On behalf of Liberty Property Trust (the "Trust") and Liberty Property Limited Partnership (the "Operating Partnership" and, together with the Trust, the "Registrants"), transmitted with this letter for filing via EDGAR pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended (the "Securities Act"), is the Pricing Supplement, dated December 4, 1997, of the Operating Partnership (the "Pricing Supplement"), which supplements the Prospectus Supplement, dated October 24, 1997, of the Operating Partnership, which in turn contains the Prospectus, dated October 24, 1997, of the Registrants. Pursuant to Rule 424(e) under the Securities Act, the Pricing Supplement includes, in the upper right corner of the cover page, the paragraph and subparagraph of Rule 424 under which this filing is being made as well as the file number of the Registration Statement to which the Pricing Supplement relates. Should you have any questions regarding this filing, please call Richard A. Silfen of this office at (215) 977-2324 or the undersigned at (215) 977-2168. Very truly yours, /s/ JUSTIN W. CHAIRMAN Justin W. Chairman For WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP cc: New York Stock Exchange, Inc. (with three copies) George J. Alburger, Jr. (with one copy) James J. Bowes, Esquire (with one copy) Pricing Supplement dated December 4, 1997 Rule 424(b)(2) (To Prospectus dated October 24, 1997 and File No. 333-22211 Prospectus Supplement dated October 24, 1997) LIBERTY PROPERTY LIMITED PARTNERSHIP Medium-Term Note - Fixed Rate Face Amount: $100,000,000 Issue Price: 99.963% Interest Rate: 6.950% Interest Payment Dates: June 1, December 1 Regular Record Dates: May 15, November 15 Stated Maturity Date: December 1, 2006 Denominations (if other than $1,000 and integral multiples thereof) N/A Trade Date: December 4, 1997 Original Issue Date: December 9, 1997 Net Proceeds to Issuer: $99,313,000 Agents' Commission: $650,000 Names of Agents: Donaldson, Lufkin & Jenrette Securities Corporation First Chicago Capital Markets, Inc. Lehman Brothers Inc. J.P. Morgan Securities Inc. UBS Securities LLC Agents acting in the capacity indicated below: [ ] As Agents [X] As Principals Reoffering at: [ ] varying prices related to prevailing market prices at the time of resale [X] fixed public offering price of 99.963% of face value Day Count Convention: [X] 30/360 [ ] Actual/360 [ ] Actual/Actual [ ] Other (see attached) Redemption: [X] The Notes cannot be redeemed prior to the Stated Maturity Date. [ ] The Notes can be redeemed prior to Stated Maturity Date. Initial Redemption Date: Initial Redemption Percentage: % Annual Redemption Percentage Reduction: % until Redemption Percentage is 100% of the Principal Amount. Repayment: [X] The Notes cannot be repaid prior to the Stated Maturity Date. [ ] The Notes can be repaid prior to the Stated Maturity Date at the option of the holder of the Notes. Optional Repayment Date(s): Repayment Price: % Original Issue Discount: [X] Yes [ ] No Total Amount of OID: $37,000 Yield to Maturity: 6.956% Initial Accrued Period: December 9, 1997 Form: [X] Book-entry [ ] Certificated