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): January 16, 1998
                                                    (January 6, 1998)


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


       MARYLAND                     1-13130             23-7768996
     PENNSYLVANIA                   1-13132             23-2766549
- ---------------------------      -------------     -------------------
State or other jurisdiction      (Commission       (I.R.S. Employer
 of incorporation)                File Number)     Identification No.)


65 VALLEY STREAM PARKWAY, SUITE 100
MALVERN, PENNSYLVANIA                                         19355
- ---------------------------------------                     ----------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:   (610) 648-1700





ITEM 5:  OTHER EVENTS
- ---------------------

Liberty Property Limited Partnership is a Pennsylvania limited 
partnership (the "Operating Partnership").  Liberty Property Trust, a 
Maryland real estate investment trust (the "Trust"), owns an approximate 
90.11% interest in the Operating Partnership (as of September 30, 1997) 
(the Trust and the Operating Partnership are collectively referred to as 
the "Company"):

On January 6, 1998, the Company acquired title to two office properties, 
comprising 281,505 leaseable square feet, located in Troy, Michigan 
(the "Liberty Center Properties"). The Company's total investment in 
these properties is anticipated to be approximately $43.4 million. The 
"total investment" for a property is defined as the property's purchase 
price plus closing costs and management's estimate, as determined at the 
time of acquisition, of the cost of necessary building improvements in 
the case of acquisitions, or land costs and land and building 
improvement costs in the case of development projects, and where 
appropriate, other development costs and carrying costs required to 
reach rent commencement(the "Total Investment").

Pursuant to Rule 3-14 of Regulation S-X, audited historical financial 
information concerning the Liberty Center Properties is provided in 
Item 7 of this Current Report on Form 8-K.  Additionally, certain pro 
forma information is provided in Item 7.

Factors considered by the Company in determining the price to be paid 
for the Liberty Center Properties included their historical and 
expected cash flow, the nature of tenants and terms of leases in place, 
occupancy rates, opportunities for alternative and new tenancies, 
current operating costs and real estate taxes on the properties and 
anticipated changes therein under Company ownership, physical condition 
and locations of the properties, the anticipated effect to the Company's 
financial results (particularly funds from operations), the ability to 
sustain and potentially increase its distributions to Company 
shareholders, and other factors.  The Company took into consideration 
the capitalization rates at which it believed other comparable buildings 
were recently sold, but determined the price it was willing to pay 
primarily on factors discussed above relating to the properties 
themselves and their fit into the Company's operations.  The Company, 
after investigation of the properties, is not aware of any material 
fact, other than those enumerated above, that would cause the financial 
information reported not to be necessarily indicative of future 
operating results.





- -------------------------------
Statements contained in this report contain forward-looking statements 
with respect to estimates of Total Investment, pro forma financial 
information and their underlying assumptions.  As such, these statements 
involve risks and uncertainties that could affect future results, and 
accordingly, such results may differ from those expressed herein.  These 
risks and uncertainties include, but are not limited to, uncertainties 
affecting real estate businesses generally, risks relating to 
acquisition activities and risks relating to leasing and releasing 
activities and rates.

  -2-

ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------
                                                                   PAGE
                                                                   ----
(a)  Financial Statements of Businesses Acquired

     (1)  Statement of Operating Revenues and Certain
          Operating Expenses for the Liberty Center Properties

             Report of Independent Auditors........................   4

             Statement of Operating Revenues and Certain
                Operating Expenses for the Liberty Center
                Properties for the nine months ended September 
                30, 1997 (unaudited) and for the year ended 
                December 31, 1996..................................   5

             Notes to the Statement of Operating Revenues and
                Certain Operating Expenses for the Liberty Center
                Properties for the nine months ended September 30, 
                1997 (unaudited) and for the year December 31,
                1996...............................................   6

 (b)   Pro Forma Financial Information (unaudited)
       Liberty Property Trust......................................   8

             Pro Forma Condensed Consolidated Balance Sheet as of
                September 30, 1997.................................   9
             Pro Forma Consolidated Statement of Operations for
                the nine months ended September 30, 1997...........   10
             Notes to Pro Forma Condensed Consolidated Financial 
                Statements as of and for the nine months ended
                September 30, 1997.................................   11
             Pro Forma Consolidated Statement of Operations for
                the year ended December 31, 1996...................   12
             Notes to Pro Forma Consolidated Statement of
                Operations for the year ended December 31, 1996....   13

      Liberty Property Limited Partnership.........................   14

             Pro Forma Condensed Consolidated Balance Sheet as of
                September 30, 1997.................................   15 
             Pro Forma Consolidated Statement of Operations for
                the nine months ended September 30, 1997...........   16 
             Notes to Pro Forma Condensed Consolidated Financial 
                Statements as of and for the nine months ended
                September 30, 1997..................................  17 
             Pro Forma Consolidated Statement of Operations for
                the year ended December 31, 1996...................   18 
             Notes to Pro Forma Consolidated Statement of
                Operations for the year ended December 31, 1996....   19

Signatures.........................................................   20

(c)   Exhibits
      
         23    Consent of Fegley & Associates......................   21

   -3-

REPORT OF INDEPENDENT AUDITORS


To The Board of Trustees and Shareholders
Liberty Property Trust


We have audited the accompanying Statement of Operating Revenues and 
Certain Operating Expenses of the Liberty Center Properties, as defined 
in Note 1, for the year ended December 31, 1996.  This financial 
statement is the responsibility of the management of the Liberty Center 
Properties.  Our responsibility is to express an opinion on this 
financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statement is 
free of material misstatement.  An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statement.  An audit also includes assessing the accounting principles 
used and significant estimates made by management as well as evaluating 
the overall presentation of the financial statement.  We believe that 
our audit provides a reasonable basis for our opinion.

The accompanying Statement of Operating Revenues and Certain Operating 
Expenses was prepared for the purpose of complying with the rules and 
regulations of the Securities and Exchange Commission (for inclusion in 
the Current Report on Form 8-K of Liberty Property Trust and Liberty 
Property Limited Partnership) and, as described in Note 1, is not 
intended to be a complete presentation of the Liberty Center Properties' 
revenues and expenses.

In our opinion, the Statement of Operating Revenues and Certain 
Operating Expenses referred to above presents fairly, in all material 
respects, the Operating Revenues and Certain Operating Expenses 
described in Note 1 for the year ended December 31, 1996, in conformity 
with generally accepted accounting principles.


                                                /s/ FEGLEY & ASSOCIATES
Plymouth Meeting, Pennsylvania                  FEGLEY & ASSOCIATES
January 15, 1998

    -4-

       STATEMENT OF OPERATING REVENUES AND CERTAIN OPERATING EXPENSES
         FOR THE LIBERTY CENTER PROPERTIES FOR THE NINE MONTHS ENDED 
    SEPTEMBER 30, 1997 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 1996
                              (IN THOUSANDS)

                                               NINE
                                            MONTHS ENDED     YEAR ENDED     
                                           SEPTEMBER 30,    DECEMBER 31,
                                                1997            1996
                                           -------------    ------------

Operating revenues:

 Rental                                       $ 2,557         $ 3,196

 Operating expense 
  reimbursement                                 1,678           1,964
                                              -------         -------

 Total operating 
   revenues                                     4,235           5,160
                                              -------         -------

Certain operating 
  expenses:

  Rental property 
   expenses                                       995           1,270

  Real estate taxes                               413             554
                                              -------         -------

  Total certain 
   operating expenses                           1,408           1,824
                                              -------         -------   

Operating revenues in 
   excess of certain 
   operating expenses                         $ 2,827         $ 3,336 
                                              =======         =======

The accompanying notes are an integral part of this statement.

     -5-
               NOTES TO THE STATEMENT OF OPERATING REVENUES AND 
          CERTAIN OPERATING EXPENSES FOR THE LIBERTY CENTER PROPERTIES  
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
               (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 1996


1.  Summary of Significant Accounting Policies
- ----------------------------------------------

The Statement of Operating Revenues and Certain Operating Expenses (see 
"Basis of Presentation" below) includes the operations of the Liberty 
Center Properties. Liberty Property Trust (the "Company") owns an 
approximate 90.11% partners' interest in the Operating Partnership (as 
of September 30, 1997) (the Trust and the Operating Partnership are 
collectively referred to as the "Company").

PROPERTY NAME               LOCATION                DESCRIPTION
- --------------------------  --------------------    --------------------

50 West Big Bear Road       Troy, Michigan          Multi-story office
                                                     building
                                                     142,290 square feet

100 West Big Bear Road      Troy, Michigan          Multi-story office
                                                     building
                                                     139,215 square feet

USE OF ESTIMATES
- ----------------

Generally accepted accounting principles required management to make 
estimates and assumptions in preparing financial statements.  Those 
estimates and assumptions affect the reported revenues and expenses.

BASIS OF PRESENTATION
- ---------------------

The Statement of Operating Revenues and Certain Operating Expenses is 
presented in conformity with Rule 3-14 of the Securities and Exchange 
Commission.  Accordingly, depreciation, interest and income taxes are 
not presented.  The Company is not aware of any factors relating to the 
Liberty Center Properties that would cause the reported financial 
information not to be indicative of future operating results.  General 
company overhead has not been allocated to the Liberty Center 
Properties.

The financial information presented for the nine months ended September 
30, 1997 is unaudited.  In the opinion of management, the unaudited 
financial information contains all adjustments, consisting of normal 
recurring accruals, necessary for a fair presentation of the Statement 
of Revenues and Certain Operating Expenses for the Liberty Center 
Properties.

The properties consist of commercial office space leased to tenants 
under leases with varying terms.  Tenant renewal options are available.

     -6-

REVENUE RECOGNITION
- -------------------

Base rental income attributable to leases is recorded on a straight-line 
basis over the applicable lease term.  The leases also typically provide 
for tenant reimbursement of common area maintenance and other operating 
expenses which are included in the accompanying Statement of Operating 
Revenue and Certain Operating Expenses as operating expense 
reimbursements.

2.   MINIMUM FUTURE RENTALS
- ---------------------------

Future minimum rental payments due from tenants of the Liberty Center 
Properties under non-cancellable operating leases as of December 31, 
1996 are as follows (in thousands):

                1997                         $ 3,503     
                1998                           3,403     
                1999                           2,802       
                2000                           2,011   
                2001                           1,748    
                Thereafter                     2,779     
                                             -------
                Total                        $16,246        
                                             =======

     -7-

                      LIBERTY PROPERTY TRUST

            PRO FORMA FINANCIAL INFORMATION (UNAUDITED)


The unaudited, pro forma condensed consolidated balance sheet as of 
September 30, 1997 reflects the incremental effect of the Liberty Center 
Properties described in Item 5 as if the acquisitions had occurred on 
September 30, 1997.  The accompanying unaudited, pro forma consolidated 
statement of operations for the nine months ended September 30, 1997 and 
the year ended December 31, 1996 reflect the incremental effect of the 
Liberty Center Properties, as if such acquisitions had occurred on 
January 1, 1996.  These statements should be read in conjunction with 
respective consolidated financial statements and notes thereto included 
in the Company's Quarterly Report on Form 10-Q for the quarter ended 
September 30, 1997 and its Annual Report on Form 10-K for the year ended 
December 31, 1996.  In the opinion of management, the unaudited, pro 
forma consolidated financial information provides for all adjustments 
necessary to reflect the effects of the Liberty Center Properties.

These pro forma statements may not necessarily be indicative of the 
results that would have actually occurred if the acquisition of the 
Liberty Center Properties had been in effect on the dates indicated, nor 
does it purport to represent the financial position, results of 
operations or cash flows for future periods.

     -8-

                         LIBERTY PROPERTY TRUST

             PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                        AS OF SEPTEMBER 30, 1997
                        (UNAUDITED, IN THOUSANDS)

                                                                    LIBERTY
                                                THE LIBERTY         PROPERTY
                                   HISTORICAL     CENTER             TRUST
                                      <F1>      PROPERTIES        CONSOLIDATED
                                   ----------   -----------       ------------
ASSETS:
Investment in real estate, net     $1,625,549   $  43,400   <F2>   $1,668,949
Cash and cash equivalents              24,097           -              24,097 
Deferred financing and
 leasing costs, net                    29,439           -              29,439
Other assets                           56,114           -              56,114
                                   ----------   -----------       -----------

   Total assets                    $1,735,199   $  43,400          $1,778,599
                                   ==========   ===========       ===========

LIABILITIES:
Mortgage loans                     $  391,055   $       -          $  391,055
Unsecured notes                       200,000           -             200,000
Subordinated debentures               114,820           -             114,820
Line of credit                        146,000      43,400   <F3>      189,400
Other liabilities                      86,633           -              86,633
                                   ----------   -----------       -----------

   Total liabilities                  938,508      43,400             981,908
                                   ----------   -----------       -----------

MINORITY INTEREST                      66,430           -              66,430

SHAREHOLDERS' EQUITY:
Series A preferred shares             125,000           -             125,000
Common shares                              43           -                  43
Additional paid-in capital            606,309           -             606,309
Unearned compensation                  (1,091)          -              (1,091)
Retained earnings                           -           -                   -
                                   ----------   -----------       -----------

     Total shareholders' equity       730,261           -             730,261
                                   ----------   -----------       -----------

     Total liabilities and
      shareholders' equity         $1,735,199   $  43,400          $1,778,599 
                                   ==========   ===========       ===========

The accompanying notes are an integral part of this unaudited, pro forma 
condensed consolidated financial statement.

     -9-

                          LIBERTY PROPERTY TRUST

                PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
            (UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNT)



                                        THE LIBERTY                        LIBERTY
                                          CENTER          PRO              PROPERTY
                           HISTORICAL   PROPERTIES       FORMA              TRUST
                              <F1>         <F4>       ADJUSTMENTS        CONSOLIDATED
                           ----------   -----------   ------------       ------------
                                                             
REVENUE
Rental                     $  119,223   $  2,557                           $121,780  
Operating expense reim- 
 bursement                     38,121      1,678                             39,799 
Management fees                   516          -                                516  
Interest and other              2,244          -                              2,244 
                           ----------   ---------                        ----------- 
Total revenue                 160,104      4,235                            164,339  
                           ----------   ---------                        ----------- 

OPERATING EXPENSES
Rental property expenses       29,849        995                             30,844 
Real estate taxes              12,297        413                             12,710 
General and administrative      7,602          -                              7,602  
Depreciation and amorti-
 zation                        28,787          -        $  814  <F5>         29,601 
                           ----------   ---------     ---------          ----------- 

Total operating expenses       78,535      1,408           814               80,757 
                           ----------   ---------     ---------          ----------- 

Operating income               81,569      2,827          (814)              83,582 

Premium on debenture
  conversion                       98          -             -                   98

Write off of deferred
  financing costs               2,919          -             -                2,919

Interest expense               37,252          -         2,308  <F6>         39,560 
                           ----------   ---------     ---------          ----------- 
Income (loss) before
 minority interest             41,300      2,827        (3,122)              41,005 
 
Minority interest               3,815        271          (299) <F7>          3,787  
                           ----------   ---------     ---------          ----------- 

Net income (loss)              37,485      2,556        (2,823)              37,218  <F8>

Preferred dividend              1,497          -             -                1,497
                           ----------   ---------     ---------          ----------- 
Income available to
  common shareholders      $   35,988   $  2,556       $(2,823)          $   35,721
                           ==========   =========     ==========         =========== 
Net income per common
 share - primary                                                         $      .93   
                                                                         =========== 
Weighted average number
 of common shares out- 
 standing                                                                    38,551
                                                                         ===========

The accompanying notes are an integral part of this unaudited, proforma 
consolidated financial statement.

      -10-

                            LIBERTY PROPERTY TRUST

         NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                        (UNAUDITED, DOLLARS IN THOUSANDS)


<F1>  Reflects historical financial information of the Company as of 
September 30, 1997 and for the nine months ended September 30, 1997.

<F2>  Reflects the Total Investment in the Liberty Center Properties.

<F3>  Reflects the use of $43,400 from the line of credit to finance the 
Total Investment in the Liberty Center Properties.

<F4>  Reflects incremental addition of revenues and certain expenses of 
the Liberty Center Properties in order to reflect a full nine months of 
operations for these acquisitions.

<F5>  Reflects incremental depreciation of the Liberty Center Properties 
based on asset lives of 40 years.

<F6>  Reflects an incremental increase in interest expense from the 
assumed borrowings of $43,400 on the line of credit to fund the purchase 
of the Liberty Center Properties.

<F7>  Reflects the allocation of the pro forma adjustment to minority 
interest based upon pro forma minority interest in the Operating 
Partnership of approximately 9.58%.

<F8>  The Company's pro forma taxable income for the nine month period 
ended September 30, 1997 is approximately $34,766 which has been 
calculated as pro forma income from operations of approximately $37,218 
plus GAAP depreciation and amortization of $29,601 less tax basis 
depreciation and amortization and other tax differences of approximately 
$32,053.

       -11-

                       LIBERTY PROPERTY TRUST
                  PRO FORMA STATEMENT OF OPERATIONS
                 FOR THE YEAR ENDED DECEMBER 31, 1996
          (UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNT)



                                         THE LIBERTY                       LIBERTY
                                           CENTER          PRO             PROPERTY
                           HISTORICAL    PROPERTIES       FORMA             TRUST 
                              <F1>          <F2>       ADJUSTMENTS       CONSOLIDATED
                           ----------    ----------    ------------      ------------
                                                             
REVENUE
Rental                     $  112,841     $ 3,196                          $ 116,037
Operating expense reim- 
 bursement                     35,886       1,964                             37,850
Management fees                 1,340           -                              1,340
Interest and other              4,198           -                              4,198
                           ----------     --------                         ---------
Total revenue                 154,265       5,160                            159,425
                           ----------     --------                         ---------

OPERATING EXPENSES
Rental property expenses       29,624       1,270                             30,894
Real estate taxes              11,229         554                             11,783
General and administrative      8,023           -                              8,023
Depreciation and amorti-
 zation                        28,203           -         $ 1,085  <F3>       29,288
                           ----------     --------        --------         ---------

Total operating expenses       77,079       1,824           1,085             79,988
                           ----------     --------        ---------        ---------

Operating income               77,186       3,336          (1,085)            79,437

Premium on debenture con-
 version                        1,027           -               -              1,027
Interest expense               38,528           -           3,077  <F4>       41,605
                           ----------     --------        --------         ---------

Income (loss) before
 minority interest             37,631       3,336          (4,162)            36,805

Minority interest               3,891         345            (430) <F5>        3,806
                            ----------    --------        --------        ----------

Net income (loss)          $   33,740     $ 2,991         $(3,732)         $  32,999 <F6>
                           ==========     ========        ========        ==========

Net income per common
 share - primary                                                           $    1.11
                                                                          ==========

Weighted average number
 of common shares out- 
 standing                                                                     29,678
                                                                          ==========

The accompanying notes are an integral part of this unaudited, proforma 
consolidated financial statement.

      -12-

                          LIBERTY PROPERTY TRUST

             NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE YEAR ENDED DECEMBER 31, 1996
                      (UNAUDITED, DOLLARS IN THOUSANDS)


<F1>  Reflects historical operations of the Company for the year ended 
December 31, 1996.

<F2>  Reflects the incremental addition of revenues and certain expenses 
of the Liberty Center Properties in order to reflect a full twelve 
months of operations for these acquisitions.

<F3>  Reflects incremental depreciation of the Liberty Center Properties 
based on asset lives of 40 years.

<F4>  Reflects an incremental increase in interest expense from the 
assumed borrowings of $43,400 on the line of credit to fund the purchase 
of the Liberty Center Properties.

<F5>  Reflects the allocation of the pro forma adjustment to minority 
interest based upon pro forma minority interest in the Operating 
Partnership of approximately 10.34%.

<F6>  The Company's pro forma taxable income for the year ended December 
31, 1996 is approximately $31,667 which has been calculated as pro forma 
income from operations of approximately $32,999 plus GAAP depreciation 
and amortization of $29,288 less tax basis depreciation and amortization 
and other tax differences of approximately $30,620.

      -13-


                 LIBERTY PROPERTY LIMITED PARTNERSHIP

              PRO FORMA FINANCIAL INFORMATION (UNAUDITED)


The unaudited, pro forma condensed consolidated balance sheet as of 
September 30, 1997 reflects the incremental effect of the Liberty Center 
Properties described in Item 5 as if the acquisitions had occurred on 
September 30, 1997.  The accompanying unaudited, pro forma consolidated 
statement of operations for the nine months ended September 30, 1997 and 
the year ended December 31, 1996 reflects the incremental effect of the 
Liberty Center Properties, as if such acquisitions had occurred on 
January 1, 1996.  These statements should be read in conjunction with 
respective consolidated financial statements and notes thereto included 
in the Company's Quarterly Report on Form 10-Q for the quarter ended 
September 30, 1997 and its Annual Report on Form 10-K for the year ended 
December 31, 1996.  In the opinion of management, the unaudited, pro 
forma consolidated financial information provides for all adjustments 
necessary to reflect the effects of the Liberty Center Properties.

These pro forma statements may not necessarily be indicative of the 
results that would have actually occurred if the acquisition of the 
Liberty Center Properties had been in effect on the dates indicated, nor 
does it purport to represent the financial position, results of 
operations or cash flows for future periods.


     -14-

             LIBERTY PROPERTY LIMITED PARTNERSHIP

         PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                   AS OF SEPTEMBER 30, 1997
                  (UNAUDITED, IN THOUSANDS)

                                                                    LIBERTY
                                                                    PROPERTY
                                                THE LIBERTY         LIMITED
                                   HISTORICAL     CENTER          PARTNERSHIP
                                      <F1>      PROPERTIES        CONSOLIDATED
                                   ----------   -----------       ------------
ASSETS:
Investment in real estate, net     $1,625,549   $  43,400   <F2>   $1,668,949
Cash and cash equivalents              24,097           -              24,097 
Deferred financing and
 leasing costs, net                    29,439           -              29,439
Other assets                           56,114           -              56,114
                                   ----------   -----------       -----------

   Total assets                    $1,735,199   $  43,400          $1,778,599
                                   ==========   ===========       ===========

LIABILITIES:
Mortgage loans                     $  391,055   $       -          $  391,055
Unsecured notes                       200,000           -             200,000
Subordinated debentures               114,820           -             114,820
Line of credit                        146,000      43,400   <F3>      189,400
Other liabilities                      86,633           -              86,633
                                   ----------   -----------       -----------

   Total liabilities                  938,508      43,400             981,908
                                   ----------   -----------       -----------

OWNERS' EQUITY:
General partner's equity              730,261           -             730,261
Limited partners' equity               66,430           -              66,430

                                   ----------   -----------       -----------

     Total owners' equity             796,691           -             796,691
                                   ----------   -----------       -----------

     Total liabilities and
      owners' equity               $1,735,199   $  43,400          $1,778,599 
                                   ==========   ===========       ===========

       -15-


                          LIBERTY PROPERTY LIMITED PARTNERSHIP

                     PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                              (UNAUDITED AND IN THOUSANDS)



                                                                           LIBERTY
                                        THE LIBERTY                       PROPERTY
                                          CENTER          PRO              LIMITED 
                           HISTORICAL   PROPERTIES       FORMA           PARTNERSHIP
                              <F1>         <F4>       ADJUSTMENTS        CONSOLIDATED
                           ----------   -----------   ------------       ------------
                                                             
REVENUE
Rental                     $  119,223   $  2,557                          $  121,780
Operating expense reim- 
 bursement                     38,121      1,678                              39,799
Management fees                   516          -                                 516
Interest and other              2,244          -                               2,244
                           ----------   ---------                        ------------
Total revenue                 160,104      4,235                             164,339
                           ----------   ---------                        ------------

OPERATING EXPENSES
Rental property expenses       29,849        995                              30,844
Real estate taxes              12,297        413                              12,710
General and administrative      7,602          -                               7,602 
Depreciation and amorti-
 zation                        28,787          -        $   814   <F5>        29,601
                           ----------   ---------     ----------         ------------

Total operating expenses       78,535      1,408            814               80,757
                           ----------   ---------     ----------         ------------

Operating income               81,569      2,827           (814)              83,582

Premium on debenture
  conversion                       98          -              -                   98

Write off of deferred
  financing costs               2,919          -              -                2,919

Interest expense               37,252          -          2,308   <F6>        39,560
                           ----------   ---------     ----------         ------------

Net income (loss)          $   41,300   $  2,827      $  (3,122)         $    41,005
                           ==========   =========     ==========         ============

Net income (loss)
 allocated to general
 partner                   $   37,485   $  2,556      $  (2,823)         $    37,218

Net income (loss)
 allocated to limited
 partners                       3,815        271           (299)  <F7>         3,787
                           ==========   =========     ==========         ============

The accompanying notes are an integral part of this unaudited, proforma 
consolidated financial statement.

       -16-

                    LIBERTY PROPERTY LIMITED PARTNERSHIP

          NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                     (UNAUDITED, DOLLARS IN THOUSANDS)


<F1>  Reflects historical financial information of the Company as of 
September 30, 1997 and for the nine months ended September 30, 1997.

<F2>  Reflects the Total Investment in the Liberty Center Properties.

<F3>  Reflects the use of $43,400 from the line of credit to finance the 
Total Investment in the Liberty Center Properties.

<F4>  Reflects the incremental addition of revenues and certain expenses 
of the Liberty Center Properties in order to reflect a full nine months 
of operations for these acquisitions.

<F5>  Reflects incremental depreciation of the Liberty Center Properties 
based on asset lives of 40 years.

<F6>  Reflects an incremental increase in interest expense from the 
assumed borrowings of $43,400 on the line of credit to fund the purchase 
of the Liberty Center Properties.

<F7>  Reflects the allocation of the pro forma adjustment to the net 
income allocated to the limited partners based upon pro forma ownership 
in the Operating Partnership of approximately 9.58%.

         -17-


                        LIBERTY PROPERTY LIMITED PARTNERSHIP

                    PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                        FOR THE YEAR ENDED DECEMBER 31, 1996
                            (UNAUDITED AND IN THOUSANDS)



                                                                             LIBERTY
                                         THE LIBERTY                         PROPERTY
                                           CENTER            PRO             LIMITED 
                           HISTORICAL    PROPERTIES         FORMA          PARTNERSHIP
                              <F1>          <F2>         ADJUSTMENTS       CONSOLIDATED
                           ----------   ------------     ------------      ------------
                                                               
REVENUE
Rental                     $  112,841   $   3,196                           $ 116,037
Operating expense reim- 
 bursement                     35,886       1,964                              37,850
Management fees                 1,340           -                               1,340
Interest and other              4,198           -                               4,198
                           ----------   ----------                          ---------
Total revenue                 154,265       5,160                             159,425 
                           ----------   ----------                          ---------

OPERATING EXPENSES
Rental property expenses       29,624       1,270                              30,894 
Real estate taxes              11,229         554                              11,783
General and administrative      8,023           -                               8,023
Depreciation and amorti-
 zation                        28,203           -          $ 1,085  <F3>       29,288
                           ----------   ----------       ----------         ---------

Total operating expenses       77,079       1,824            1,085             79,988
                           ----------   ----------       ----------         ---------

Operating income               77,186       3,336           (1,085)            79,437

Premium on debenture con-
 version                        1,027           -                -              1,027
Interest expense               38,528           -            3,077  <F4>       41,605
                           ----------   ----------       ----------         ---------

Net income (loss)          $   37,631   $   3,336         $ (4,162)         $  36,805   
                           ==========   ==========       ==========         =========

Net income (loss)
 allocated to general
 partner                   $   33,740   $   2,991         $ (3,732)         $  32,999

Net income (loss)      
 allocated to limited  
 partners                       3,891         345             (430) <F5>        3,806 
                           ==========   ==========       ==========         =========

The accompanying notes are an integral part of this unaudited, proforma 
consolidated financial statement.

       -18-


                     LIBERTY PROPERTY LIMITED PARTNERSHIP

             NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE YEAR ENDED DECEMBER 31, 1996
                      (UNAUDITED, DOLLARS IN THOUSANDS)


<F1>  Reflects historical financial information of the Company for the 
year ended December 31, 1996.

<F2>  Reflects the incremental addition of revenue and certain expenses 
of the Liberty Center Properties in order to reflect a full twelve 
months of operations for these acquisitions.

<F3>  Reflects incremental depreciation of the Liberty Center Properties 
based on asset lives of 40 years.

<F4>  Reflects an incremental increase in interest expense from the 
assumed borrowings of $43,400 on the line of credit to fund the purchase 
of the Liberty Center Properties.

<F5>  Reflects the allocation of the pro forma adjustment to the net 
income allocated to the limited partners based upon pro forma ownership 
in the Operating Partnership of approximately 10.34%.


       -19-

                             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



Dated:  January 15, 1998        BY:  /s/ WILLARD G. ROUSE, III
                                ----------------------------------------
                                NAME:   Willard G. Rouse, III
                                TITLE:  Chief Executive Officer


                                LIBERTY PROPERTY LIMITED PARTNERSHIP
                                BY:  LIBERTY PROPERTY TRUST, 
                                     SOLE GENERAL PARTNER


Dated:  January 15, 1998        BY: /s/ WILLARD G. ROUSE III
                                ----------------------------------------
                                NAME:   Willard G. Rouse, III
                                TITLE:  Chief Executive Officer


        -20-


                                                             EXHIBIT 23



                        CONSENT OF INDEPENDENT AUDITORS



We consent to the reference to our firm under the caption "Experts" and 
to the incorporation by reference in the Registration Statement (Form S-
3 No. 333-43267) and related Prospectus of Liberty Property Trust and 
Liberty Property Limited Partnership, to the incorporation by reference 
in the Registration Statement (Form S-3 No. 33-94782) and related 
Prospectus of Liberty Property Trust and Liberty Property Limited 
Partnership, to the incorporation by reference in the Registration 
Statement (Form S-3 No. 333-14139) and related Prospectus of Liberty 
Property Trust, to the incorporation by reference in the Registration 
Statement (Form S-3 No. 333-22211) and related Prospectus of Liberty 
Property Trust and Liberty Property Limited Partnership, to the 
incorporation by reference in the Registration Statement (Form S-8 No. 
33-94036) and related Prospectus of Liberty Property Trust, to the 
incorporation by reference in the Registration Statement (Form S-8 No. 
333-44149) and related Prospectus of Liberty Property Trust of our 
report dated January 14, 1998, with respect to the Statement of 
Operating Revenues and Certain Operating Expenses for the Liberty Center 
Properties included in the Current Report on Form 8-K of Liberty 
Property Trust and Liberty Property Limited Partnership dated January 6, 
1998, filed with the Securities and Exchange Commission.



                                                 /s/ FEGLEY & ASSOCIATES
                                                 Fegley & Associates
                                                 Plymouth Meeting, PA
                                                 January 15, 1998

              -21-