(LOGO)

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
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NOTICE OF ANNUAL MEETING OF
HOLDERS OF CERTIFICATES OF BENEFICIAL INTEREST
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TO THE HOLDERS OF CERTIFICATES OF BENEFICIAL INTEREST:

Please take notice that the Annual Meeting of Holders of Certificates
of Beneficial Interest ("shareholders") of Pennsylvania Real Estate
Investment Trust (the "Trust") will be held in Conference Room A, on the
22nd Floor, Philadelphia Saving Fund Building, 12 South 12th Street,
Philadelphia, Pennsylvania on Thursday, December 15, 1994 at 11:00 A.M.
Eastern Standard Time, for the following purposes:

(1) To elect three (3) Class C Trustees for a term of three years
or until their successors shall have been elected and shall have
qualified;

(2) To elect one (1) Class A Trustee for a term of one year or
until his successor shall have been elected and shall have qualified;

(3) To consider and act upon a proposal to approve the adoption of
the amendments to and restatement of the Trust's 1990 Incentive and
Non Qualified Stock Option Plan, increasing the number of shares
available for option from 200,000 to 400,000 and expanding and
clarifying other provisions, as set forth in Exhibit A;

(4) To consider and act upon a proposal to approve the adoption of
the Trust's 1993 Jonathan B. Weller Non Qualified Stock Option Plan,
as set forth in Exhibit B;

(5) To review the operations and financial statements of the Trust
for the fiscal year ended August 31, 1994; and

(6) To transact such other business as properly may be brought
before the meeting or any adjournment thereof.

The above matters are set forth in the proxy statement attached to
this notice to which your attention is directed.

The Trustees have fixed November 4, 1994 as the record date for
determining the shareholders entitled to notice of and to vote at the
meeting. Only shareholders of record on the transfer books of the Trust at
the close of business on that day are entitled to notice of and to vote at
the meeting. When your proxy is returned properly signed, the shares
represented will be voted according to your directions. If your proxy is
signed and returned without specifying a vote on the proposal, it will be
voted according to the recommendation of the Board of Trustees on the
proposal. The Trustees of the Trust are not aware of any proposal to be
acted upon at the meeting except that mentioned above. However, if any
other matters properly come before the meeting or any adjournments
thereof, it is the intention of the proxies named in the enclosed proxy to
vote thereon in accordance with their best judgment.

A proxy statement, form of proxy and a postage-paid return envelope
are enclosed.

IT IS HOPED THAT YOU CAN PERSONALLY ATTEND THE MEETING, BUT IF YOU
CANNOT DO SO, IT IS IMPORTANT THAT YOU MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE. A PERSON GIVING
A PROXY HAS THE POWER TO REVOKE IT, AND ANY SHAREHOLDER WHO IS PRESENT AT
THE MEETING MAY WITHDRAW HIS PROXY AND VOTE IN PERSON.

By Order of the Trustees

JEFFREY A. LINN
Secretary
Fort Washington, Pa.
November 16, 1994

IMPORTANT

The prompt return of your signed proxy will be helpful in reducing
expenses incident to following up on this solicitation of proxies.

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

455 Pennsylvania Avenue

Suite 135

Fort Washington, Pennsylvania 19034
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PROXY STATEMENT FOR ANNUAL MEETING

OF HOLDERS OF CERTIFICATES OF BENEFICIAL INTEREST

TO BE HELD ON DECEMBER 15, 1994

The following statement is being submitted to Holders of Certificates
of Beneficial Interest of the Pennsylvania Real Estate Investment Trust
(the "Trust") on or about November 16, 1994 in connection with the
solicitation of proxies on behalf of the Board of Trustees for use at the
Annual Meeting of Holders of Certificates of Beneficial Interest
("shareholders") of the Trust to be held on Thursday, December 15, 1994,
at 11:00 A.M., Eastern Standard Time, in Conference Room A, 22nd Floor,
Philadelphia Saving Fund Building, 12 South 12 Street, Philadelphia,
Pennsylvania, in pursuance of the accompanying Notice of the Annual
Meeting. A proxy for this meeting is enclosed.

The record date of shareholders entitled to vote at the meeting was
set as the close of business on November 4, 1994. The transfer books have
not been and will not be closed. At that date, the Trust had 8,669,848
Certificates of Beneficial Interest ("shares") outstanding and entitled
to vote. Each share entitles the holder to one vote.

If the enclosed proxy is executed and returned, it may nevertheless be
revoked at any time before it has been exercised, either by filing with
the Secretary of the Trust an instrument revoking it or by filing a duly
executed proxy bearing a later date. The proxy shall be deemed revoked if
a shareholder is present at the meeting and votes in person. Any
shareholder may choose to vote in person or by his own proxy or by ballot
at the meeting.

The election of three (3) Class C Trustees, the election of Jonathan
B. Weller as a Class A Trustee, the approval of the adoption of the
Amendments to and restatement of the Trust's 1990 Incentive and Non
Qualified Stock Option Plan and the approval of the adoption of the
Trust's 1993 Jonathan B. Weller Non Qualified Stock Option Plan are the
only matters requiring a vote by the shareholders which the Board of
Trustees of the Trust intends to present to the shareholders at the Annual
Meeting.

The Annual Meeting of shareholders has been called for the purposes
set forth in the Notice of Annual Meeting accompanying this Proxy
Statement. The Proxy Committee consists of Messrs. Sylvan M. Cohen, Lee H.
Javitch and Jeffrey P. Orleans. Shares represented by proxy in the
accompanying form, unless previously revoked, will be voted at the Annual
Meeting if the proxy is returned to the Trust properly executed and in
sufficient time to permit the necessary examination and tabulation of the
proxy before the vote is taken. The form of proxy provides a means for
shareholders to withhold their vote for any or all of the nominees for the
Board of Trustees, if they choose to do so and to vote for, against or to
abstain from voting on the other two proposals. Shareholders are urged to
indicate the way they wish to vote by marking the proxy as provided. Where
a choice has been specified in the proxy, the shares represented by the
proxy will be voted in accordance with such specification. If no
specification is indicated, the shares will be voted FOR (i) the election
of the three nominees for Class C Trustees as set forth in this Proxy
Statement (or such substitute nominees as may be nominated by the Board of
Trustees in the event that the initial nominees to be Class C become
unavailable) (ii) the nominee, Jonathan B. Weller, for Class A Trustee as
set forth in this Proxy Statement (or such substitute nominee as may be
nominated by the Board of Trustees of the Trust in the event that Mr.
Weller becomes unavailable); (iii) the approval of the adoption of the
amendments to and restatement of the Trust's 1990

Incentive and Non Qualified Stock Option Plan; (iv) the approval of the
adoption of the Trust's 1993 Jonathan B. Weller Non Qualified Stock Option
Plan and in the proxies discretion (1) upon all other matters requiring a
vote of shareholders which may properly come before the meeting and of
which the Trustees were not aware a reasonable time before the
solicitation of the proxy; and (2) upon matters incident to the conduct of
the meeting.

The Trust will bear the cost of preparing and mailing the Notice and
Proxy Statement, the enclosed form of proxy and the Annual Report, as well
as any additional material relating to the meeting which may be furnished
to shareholders. Solicitation will be made on a part-time basis by
Trustees, officers and regular employees of the Trust who will receive no
compensation therefor other than their regular salary, but will be
reimbursed for actual expenses in connection therewith. Solicitation may
be made principally by written communication, although there may be
solicitation by telephone, telegraph or personal visits. Arrangements will
be made with brokerage houses and other custodians, nominees and
fiduciaries for proxy material to be sent to their principals and the
Trust will reimburse such persons for their expenses in so doing.

ELECTION OF TRUSTEES

Three individuals are to be elected Class C Trustees for a term of
three years or until their successors are elected and qualified and one
individual is to be elected a Class A Trustee for a term of one year or
until his successor is elected and qualified. The persons named in the
accompanying proxy as the proxies have advised the Board of Trustees that
it is their intention to vote shares covered by valid proxies in favor of
the election of the three persons listed as the nominees for Class C
Trustees and the one person listed as the nominee for Class A Trustee
unless otherwise instructed by the shareholders. Each Class C Trustee
elected at this Annual Meeting is to hold office for the term expiring at
the 1997 Annual Meeting of shareholders or until his successor is elected
and qualified. The Class A Trustee elected at this Annual Meeting is to
hold office for the term expiring at the 1995 Annual Meeting of
shareholders or until his successor is elected and qualified.

The nominees for the Office of Class C Trustees are presently serving
as Class C Trustees and were elected to said office at the Annual Meeting
of shareholders in 1991. The nominee for the Office of Class A Trustee is
presently serving as a Class A Trustee, having been elected to said office
by the Board of Trustees on February 7, 1994.

Should any of the persons named herein become unable to or decline to
serve, the proxies named in the accompanying proxy shall have
discretionary authority to vote for a substitute or substitutes. However,
the Board of Trustees knows of no reason to anticipate that this will
occur.

The Board of Trustees held five (5) meetings in the fiscal year ended
August 31, 1994. Each Trustee, with the exception of Messrs. Lee H.
Javitch and Samuel J. Korman, attended at least 75% of the total of such
meetings and meetings of the committees of which they were members during
fiscal 1994. The Trust maintains standing audit, executive compensation
and human resources, and property committees.

NOMINEES FOR THE OFFICE OF TRUSTEE
AND TRUSTEES CONTINUING IN OFFICE

The names of the three (3) nominees for the office of Class C Trustee,
the one (1) nominee for the office of Class A Trustee, and the five (5)
Trustees continuing in office, their respective terms and expiration
dates, their principal occupations, the names and principal businesses of
the organizations (other than the Trust) in which such occupations are
carried on, directorships in entities having publicly traded securities,
their period of service as a Trustee of the Trust, the number of shares of
the Trust directly or indirectly beneficially

owned as of October 1, 1994 by each of them, respectively, and the percent
of shares beneficially owned, are as follows:

Principal Shares
Occupation First Owned Percent
and Became October 1, of
Name Age Affiliations a Trustee 1994 (1) Shares (2)
---- --- -------------- ----------- ---------- ----------
Nominees for the
Office of Trustee

Class C; Term Expires in 1997

William R. Dimeling 53 Partner of Dimeling, Schreiber 1982 4,187(3) +
and Park, a private investment
partnership. Mr. Dimeling is a
member of the Trust's Property
and Executive Compensation and
Human Resources Committees.
Jack Farber 61 Chairman, President and Chief 1971 9,925(3) +
Executive Officer of CSS
Industries, Inc., a diversified
holding company. Directorships
include: CSS Industries, Inc. and
Hunt Manufacturing Company. Mr.
Farber serves as Chairman of the
Trust's Audit and Executive
Compensation and Human Resources
Committees.
Robert G. Rogers 63 Executive Vice President of the 1986 15,875(4) +
Trust

Class A; Term Expires in 1995
Jonathan B. 47 President and Chief Operating 2/7/94 10,000 +
Weller Officer of the Trust; former,
1988-1993, Executive Vice
President and Director of Eastdil
Realty, Inc., a real estate
investment banking firm,
responsible for its real estate
investment management activities.
Mr. Weller is a member of the
Property Committee.

Trustees whose
Terms Continue

Class A; Term Expires in 1995
Sylvan M. Cohen 80 Chairman and Chief Executive 1960 665,300(5) 7.65%
Officer of the Trust; partner of
Cohen, Shapiro, Polisher,
Shiekman and Cohen, attorneys.
Directorships include: FPA
Corporation, EQK 1 and Arbor
Property Trust. Mr. Cohen serves
as Chairman of the Trust's
Property Committee.
Lee H. Javitch 63 Private Investor; former Chairman 1985 5,500(3) +
and Chief Executive Officer of
Giant Food Stores, Inc.,
Carlisle, Pennsylvania
Directorships include: Dauphin
Deposit Corp. Mr. Javitch is a
member of the Trust's Audit and
Executive Compensation and Human
Resources Committees.

Class B; Term Expires in 1996
Robert Freedman 65 Partner of Cohen, Shapiro, 1988 43,727(3)(6) +
Polisher, Shiekman and Cohen,
attorneys
Samuel J. Korman 85 Partner of Hyman Korman Company, 1966 402,668(7) 4.63%
an owner of real estate
properties.
Jeffrey P. Orleans 48 Chief Executive Officer of 1986 44,543(3)(8) +
Orleans Construction Corporation;
and President of A.P. Orleans,
Inc., Philadelphia area
residential real estate
developers; Chairman of the Board
and Chief Executive Officer for
more than 5 years of FPA
Corporation, a publicly held
corporation which designs,
develops and operates planned
residential communities.
Directorships include: FPA
Corporation. Mr. Orleans is a
member of the Trust's Audit and
Property Committees.

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+ Less than one percent

(1) Includes the shares beneficially owned by the Trustee's wife, children
living in the same home, the shares the Trustee or his wife has or
shares the power to vote and/or the power to dispose or direct their
disposition and the shares that a Trustee had the right to acquire on
or within 60 days of October 1, 1994. Beneficial interest in the
shares owned by a Trustee's wife or children having the same home and
trusts, estates or foundations referred to in the notes below is
disclaimed by each of the respective Trustees unless otherwise
indicated.

(2) The percentage of shares are based upon the 8,669,848 shares
outstanding on October 1, 1994 plus 26,875 shares, the number of
shares that the Trustees and officers of the Trust had the right to
acquire on October 1, 1994 or within 60 days thereof.

(3) Includes 2,500 shares that Messrs Lee H. Javitch, Robert Freedman,
Jeffrey P. Orleans, William R. Dimeling and Jack Farber each have the
right to acquire pursuant to options granted to each of them under the
Trust's Option Plan for Non-Employee Trustees.

(4) Includes 9,500 shares that Mr. Rogers has the right to acquire
pursuant to options granted in January 1991 and December 1992 under
the Trust's Incentive and Non-Qualified Stock Option Plan.

(5) Includes 186,558 shares owned by Mr. Cohen's wife; 37,056 shares owned
by two trusts of which Mr. Cohen's wife is a co-trustee; 252 shares
owned by a corporation of which Mr. Cohen owns 50% of the outstanding
shares and the remaining 50% are owned by Jeffrey P. Orleans, a
Trustee of the Trust; 50,028 shares owned in the aggregate by several
trusts of which Mr. Cohen is a trustee or a co-trustee.

(6) Includes 37,056 shares owned by two trusts of which Mr. Freedman is a
co-trustee.

(7) Includes 7,500 shares owned by Mr. Korman's wife; 141,903 shares owned
in the aggregate by several trusts of which Mr. Korman is a
co-trustee; 87,570 shares owned by a family foundation of which Mr.
Korman is a co-trustee; and 1,750 shares that Mr. Korman has the right
to acquire pursuant to options granted to Mr. Korman under the Trust's
Option Plan for Non-Employee Trustees. Leonard I. Korman, a nephew of
Mr. Korman, beneficially owns 519,011 shares (see page 14 herein);
included in the 519,011 shares are (i) the 87,570 shares owned by the
family foundation of which Messrs. Samuel J. Korman and Leonard I.
Korman are 2 of the 5 co-trustees and (ii) 89,103 shares owned in the
aggregate by several trusts of which Messrs. Samuel J. Korman and
Leonard I. Korman are 2 of the co-trustees.

(8) Includes 450 shares owned by Mr. Orleans' wife; 490 shares for which
Mr. Orleans is custodian for his daughter under the Pennsylvania
Uniform Gifts to Minor Act; 101 shares, owned by an estate of which
Mr. Orleans is a successor Executor and a beneficiary; and 252 shares
owned by a corporation, 50% of whose shares are owned by Mr. Orleans
and the remaining 50% are owned by Sylvan M. Cohen, a Trustee and
President of the Trust.

Executive Compensation

The following table sets forth certain information concerning the
compensation paid by the Trust during the fiscal years ended August 31,
1994, 1993 and 1992 to the Trust's Chief Executive Officer and each of the
Trust's other most highly compensated executive officers whose
compensation exceeded $100,000 for the periods indicated.

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Annual Compensation Awards
------------------------------------- ---------------
All Other
Name and Principal Other Annual Compensation
Position Year Salary ($) Bonus ($) Compensation ($) Options (#) ($) (1) (2)
----------------------- ------ --------- --------- ----------------- ----------- ------------

Sylvan M. Cohen 1994 316,023 0 0(1) 40,000 9,070
Chairman and Chief 1993 298,068 0 0 25,000
Executive Officer 1992 294,245 0 0 25,000
and Trustee

Jonathan B. Weller 1994 157,596(3) 0 0 100,000(4)
President and Chief
Operating Officer
and Trustee

Robert G. Rogers 1994 174,933 0 0 15,000
Executive Vice 1993 165,360 0 0 12,500
President and
Trustee 1992 163,281 0 0 12,500

Dante J. Massimini 1994 106,303 0 0 15,000
Vice-President-Finance 1993 99,3200 0 0 7,500
and Treasurer 1992 98,039 0 0 7,500

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(1) Annual premium payments on life insurance on the life of Mr. Cohen
for which Mr. Cohen designates the beneficiaries, which policies are
designed to comply with Section 79 of the Code.

(2) In accordance with the SEC provisions, amounts of All Other
Compensation are excluded for the Trust's 1992 and 1993 Fiscal Years.

(3) Mr. Weller was not an employee of the Trust prior to February 1, 1994.

(4) Granted to Mr. Weller on February 1, 1994 under the Trust's 1993
Jonathan B. Weller Non Qualified Stock Option Plan, subject to
approval of the adoption of the plan by the shareholders. Should the
shareholders not approve the plan, the grant of the options will be
null and void.

Employment Agreements

The Trust entered into an Employment Agreement with Mr. Cohen on July
16, 1982, which was amended and restated on March 14, 1985 and further
amended as of January 1, 1990. The 1990 Amendment of the Employment
Agreement extended the term of the employment to December 31, 1994 and
then from year to year unless terminated by written notice. The Employment
Agreement also provides Mr. Cohen with a basic compensation of $278,250
per year, but states that the Board of Trustees may, in its sole
discretion, increase the basic compensation payable to Mr. Cohen at any
time or times during the term of the Employment Agreement or its
extension. Mr. Cohen's present salary is $325,000 per year. In the event
of the termination of Mr. Cohen's employment by reason of his disability
or

expiration of the initial or any extended term of the Employment
Agreement, the Trust will pay fifty percent (50%) of his highest annual
basic compensation during the period of his employment with the Trust to
Mr. Cohen for the balance of his life. Should Mr. Cohen be survived by his
widow, the Trust shall pay to her a rate equal to (A) twenty-five percent
(25%) of the rate of Mr. Cohen's highest annual basic compensation during
the term of his employment under the Employment Agreement or (B) if higher
than the rate set forth in (A) above, fifty percent (50%) of the rate of
the adjusted payments made to Mr. Cohen at the time of his death.
Post-employment payments made to Mr. Cohen and his widow are to be
adjusted annually, pursuant to a formula based upon the Consumer Price
Index - All Urban Consumers - U.S. City Average - All Items. All payments
cease following the death of the survivor of Mr. Cohen and his wife. The
Trust further agreed to continue to pay the premiums on the $150,000 life
insurance policies designed to comply with Section 79 of the Code that it
currently maintains on the life of Mr. Cohen for the balance of Mr.
Cohen's life. In fiscal 1994, the Trust was not required to accrue any
amount for the costs associated with the termination of employment
provisions contained in Mr. Cohen's Employment Agreement. To date, the
aggregate accrual is approximately $1,045,000. Mr. Cohen is not a
participant in the Trust's pension plan.

The Trust entered into an Employment Agreement with Mr. Weller on
December 14, 1993. The employment period is for a term of three years;
provided, however, that commencing one year after the start of his
employment, February 1, 1994, and on each annual anniversary of such date,
unless the agreement is previously terminated, the employment period shall
be automatically extended so as to terminate three years from the said
February 1st. The Employment Agreement provides for an annual base salary
of $275,000 but provides, that in the event that the base salary is
raised, the raised salary shall become the base salary for purposes of the
Employment Agreement. Pursuant to the Employment Agreement, Mr. Weller was
granted subject to shareholder approval, a non qualified stock option to
acquire 100,000 shares with a purchase price of $24.625 per share, equal
to the opening price of the Trust's shares on the American Stock Exchange
on December 14, 1993. In accordance with the Employment Agreement, Mr.
Weller invested $250,000 in shares of the Trust.

As of October 1, 1985 the Trust entered into Employment Agreements
with Messrs. Rogers and Massimini. The Employment Agreements with Messrs.
Rogers and Massimini were amended and restated as of October 1, 1990. The
term of each of the Amended Employment Agreement is five (5) years and
then from year to year unless terminated by written notice. Mr. Rogers'
Employment Agreement was further amended as of July 12, 1993 extending the
term of employment to September 30, 1996 and then from year to year unless
terminated by written notice. The Agreements provide Mr. Rogers with a
basic compensation of $154,300 and Mr. Massimini with a basic compensation
of $94,400. The Board of Trustees may, in its sole discretion, increase
the basic compensation of Messrs. Rogers and Massimini. The present annual
salary for Messrs. Rogers and Massimini is $180,000 and $110,000,
respectively.

Stock Options

The following table sets forth certain information with respect to
stock options granted to officers named in the Summary Compensation Table
during the fiscal year ended August 31, 1994:

Stock Options Granted in Fiscal 1994

Individual Grants
------------------------ Potential Realizable
% of Total Value at Assumed
Options Annual Rates of Stock
Granted to Price Appreciation for
Options Employees Grant Option Term (1)
Granted in Fiscal Price Expiration ------------------------
Name (#) Year ($/SH) Date ($)5% ($)10%
----- -------- --------- ------- ---------- -------- ---------

Sylvan M. Cohen 40,000(2) 21.6% 23.625 12/15/ 03 594,305 1,506,087
Jonathan B. Weller 100,000(3) 54.1% 24.625 12/13/ 03 1,548,653 3,924,591
Robert G. Rogers 15,000(4) 8.1% 23.625 12/15/ 03 222,868 564,782
Dante J. Massimini 15,000(5) 8.1% 23.625 12/15/ 03 222,868 564,782

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(1) Assumes share price appreciates over a ten-year term at rates of 5%
and 10% compounded annually. The assumed annual rate of share
appreciation are specified by the Securities and Exchange Commission
and are not intended to forecast possible future appreciation of the
Trust's share price. For example, in order for Messrs. Cohen, Rogers
and Massimini to realize the potential value set forth in the 5% and
10% column in the above table, the price per share would have to be
approximately $38.483 and $61.277, respectively, at the expiration of
the option. In order for Mr. Weller to realize the potential value set
forth in the 5% and 10% column in the above table, the price per share
would have to be approximately $40.112 and $63.871, respectively, at
the expiration of the option.

(2) The option is exercisable in nine (9) annual installments commencing
January 1, 1995 as follows: 4,623 shares January 1, 1995; 4,622 shares
January 1, 1996; 4,623 shares January 1, 1997; 4,622 shares January 1,
1998; 4,623 shares January 1, 1999; 4,622 shares January 1, 2000;
3,801 shares January 1, 2001; and 4,232 shares each January 1, 2002
and January 1, 2003.

(3) The option is exercisable in four (4) equal installments of 25,000
shares each, the first installment is exercisable six (6) months after
the shareholders' approval of the adoption of the Trust's 1993
Jonathan B. Weller Non Qualified Stock Option Plan; the second, third
and fourth installments become exercisable on December 14, 1995,
December 14, 1996 and December 14, 1997, respectively.

(4) The option is exercisable in six (6) installments commencing January
1, 1996 as follows: 958 shares each January 1, 1996 and January 1,
1997; 4,232 shares each January 1, 1998 and January 1, 1999; and 2,310
shares each January 1, 2000 and January 1, 2001.

(5) The option is exercisable in five (5) installments commencing January
1, 1995 as follows: 1,345 shares January 1, 1995; 2,615 shares each
January 1, 1996 and January 1, 1997; 4,232 shares January 1, 1998 and
4,193 shares January 1, 1999.

The following table sets forth certain information as to each exercise of
stock options during the fiscal year ended August 31, 1994 by the persons
named in the Summary Compensation table and the fiscal year-end value of
unexercised options:

Aggregate Option Exercises in Fiscal Year Ended August 31, 1994
and Fiscal Year-End Option Values

Value ($) of
Number of Unexercised
Unexercised In-The-Money
Shares Options at Options at
Acquired Year-End Year-End (1)
on Value ($) ------------------------------- ------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------------- --------- -------- ------------ ------------- ------------ -------------

Sylvan M. Cohen 11,250 96,406 0 71,250 0 113,281
Robert G. Rogers 3,000 28,875 9,500 27,500 54,016 48,047
Dante J. Massimini 2,625 22,969 1,875 22,500 5,156 28,828

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(1) Closing price of a share at August 31, 1994 ($23.125) minus the
exercise price of the in-the-money options ($16.00 and $20.375); the
1993 options are not in-the-money.

Stock Options

A. Incentive and Non Qualified Stock Option Plan

The Trust in 1990 reserved an aggregate of 200,000 shares for purchase
under its 1990 Incentive Stock Option Plan ("Plan"). On December 14,
1993, the Board of Trustees amended the Plan to increase the aggregate
number of shares under the Plan to 400,000, to change the name of the Plan
and to expand and clarify certain other provisions - see Exhibit A,
proposed Amended and Restated Incentive and Non Qualified Stock Option
Plan, pages A-1 to A-8, herein. The Plan provided that a committee of the
Board may grant options to those employees determined by it to be key
employees; i.e. those employees who have a direct and significant impact
on the performance of the Trust. The Committee has the authority to
determine not only to whom but also the number of incentive or non
qualifying options that may be granted and the time or times at which the
options may be granted. The Plan was intended to comply with the
requirements of Section 422A of the Internal Revenue Code of 1986, as
amended, relating to incentive stock options.

On December 14, 1993 the Executive Compensation and Human Resources
Committee consisting of Messrs. Farber, Dimeling and Javitch, granted to
Messrs. Cohen, Rogers and Massimini stock options, incentive and/or non
qualified, to purchase 40,000, 15,000 and 15,000 shares, respectively. The
price per share for the options granted is $23.625, the closing prices of
a share on the American Stock Exchange on the date of grant. See footnotes
(2), (4) and (5) to the table, "Stock Options Granted in Fiscal 1994"
for the dates that the granted options become exercisable, page 7 herein.
The options terminate ten years from the date of grant and are not
transferable other then by will or by the laws of descent and
distribution.

B. Option Plan for Non-Employee Trustees

The Trust has reserved an aggregate of 100,000 shares for purchase
under its Option Plan for Non-Employee Trustees ("Trustees' Options). The
Trustees' Option Plan provides that options to purchase 1,000 shares
shall, except for the first grant, be granted automatically to each
non-employee Trustee on the last trading day in each January from 1991
through 1997. The grant in fiscal 1994 was made on January 31, 1994 at an
option price of $24.75 per share. The Trustees' Options are non-statutory
options, under Section 422A of the Internal Revenue Code of 1986, as
amended, are non- transferable except by will or the laws of descent and
distribution; and are exercisable in four equal installments of 250 shares
each, commencing on the first anniversary of the date of grant and
annually thereafter, except for the first options granted on December 20,
1990 which first became exercisable on January 31, 1991 and annually
thereafter.

The following tabulation shows as to the persons named therein, the
following information with respect to Trustees Options: (i) the number of
shares subject to outstanding Trustees Options granted in the period
December 20, 1990 through August 31, 1994, (ii) the average per share
option price, (iii) the number of shares acquired by exercise of an option
in fiscal 1994, (iv) average per share exercise price and (v) the net
value per share (market values less exercise price) during the period
September 1, 1993 to August 31, 1994 upon the exercise of Trustees'
Options granted since December 20, 1990.

Number of Number of Shares Average Net Value
Shares Subject Subject to Option Average Per Number of Per Share Realized
To Outstanding Exercise at Share Shares Exercise (Market Value
Name Options August 31, 1993 Option Price Purchased Price Less Exercise Price)
---------- -------------- ------------------- ---------------- ------------ --------- ---------------------

W. R. Dimeling 5,000 2,500 $20.70 - - -
J. Farber 5,000 2,500 20.70 - - -
R. Freedman 5,000 2,500 20.70 - - -
S. J. Korman 4,250 1,750 20.70 - - -
L. H. Javitch 5,000 2,500 20.70 - - -
J. P. Orleans 5,000 2,500 20.70 - - -

Benefit Plans

Retirement Benefits

The Trust maintains a defined benefit form of pension plan for its
employees. Mr. Cohen has elected not to participate in the plan and Mr.
Weller did not qualify as of August 31, 1994 to be a participant of the
plan. The plan is funded by Trust contributions based on actuarial data
developed for the participants as a group. The aggregate contributions to
the pension plan for the fiscal year ended August 31, 1994 (including
accruals) amounted to $178,385. The aggregate contributions amounted to
approximately 24% of the total remuneration of all presently employed plan
participants. The following table sets forth certain information with
respect to estimated annual retirement benefits of Messrs. Rogers and
Massimini calculated on the assumption that they will retire at age 65 and
will receive remuneration until such date at the rate currently in effect
and the amount of the fiscal 1994 contribution that may be attributed to
their benefits.

Fiscal 1994 Annual Retirement
Name Contribution Estimated Benefit
---------------- ------------- -----------------
Robert G. Rogers $92,520 $100,572
Dante J. Massimini 34,670 63,276

Compensation of Directors

Trustees who are not also employees of the Trustee are entitled to
receive an annual fee of $5,000 plus a fee of $1,000 for attendance at
each of the Trustees' meetings; and $750 for attendance at Audit Committee
meetings, at Executive Compensation and Human Resources Committee
meetings, and at Property Committee meetings; and other fees for special
services performed for the Trust. Messrs. Cohen, Weller and Rogers, who
receive a salary from the Trust, are not paid the annual fee or fees for
attendance at Trustees' Meetings nor does Messrs. Cohen and Weller receive
a fee for attendance at the Property Committee Meetings.

REPORT OF EXECUTIVE COMPENSATION AND HUMAN
RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION

The Trust's executive officers compensation is the responsibility of
the entire Board of Trustees acting upon the recommendation of the
Executive Compensation and Human Resources Committee (the "Committee").
The Committee is also responsible for administering the policies which
govern the Trust's Incentive Stock Option Plan. The Committee consists of
three independent, non-employee Trustees of the Trust.

It is the Board of Trustees belief that the Trust's investment goal is
to invest in assets that provide the opportunity for cash flow growth and
capital appreciation in real terms. Accordingly, the Board of Trustees
believes that the Trust's overall performance in any year should be based
on the Trust's performance in all aspects of the Trust's business during
that year, including development, management, acquisition and capital
formation, as well as financial accomplishments.

The members of the Committee believe that the Trust's success is
largely due to the efforts of its employees and, in particular, the
leadership exercised by its officers. Therefore the Committee believes it
is important to:

* Adopt compensation programs that enhance the Trust's ability to
attract and retain qualified officers while providing the financial
motivation necessary to achieve continued high levels of Trust
performance.

* Provide equity-based incentives for executives to ensure that they
are motivated over the long term to respond to the Trust's
challenges and opportunities as owners rather than only employees.

* Provide a mix of cash and stock-based compensation programs that are
competitive with a select group of real estate investment trusts
that the members of the Committee believe are comparable to the
Trust.

Each executive officer's salary, including that of the Chief Executive
Officer and that of the Chief Operating Officer, is based upon his
employment contract and the competitive market for the executive officer's
services, considering the executive's specific responsibilities,
experience and overall performance. The Committee reviews each executive
officer's salary and adjusts the salary to account for inflation, any
change in the executive's responsibilities and any change in the
competitive marketplace. The Committee believes that the Trust's overall
performance is best measured by the enhancement of long-term shareholder
value. The Committee further believes that, as a result of the nature of
the Trust's business, funds from operations is a better measurement of the
Trust's performance as opposed to its reported net income. This standard
has been adopted by the National Association of Real Estate Investment
Trusts. The Committee recommended the 1994 compensation levels of the
Trust's executive officers to the Board of Trustees.

The Committee also periodically awards discretionary incentive stock
options to executive officers. These awards are based upon the performance
of the individual executive, the Trust's financial results and the
executive officer's accomplishments in his area of responsibility. The
Committee believes that stock option awards are an important element in
the Trust's compensation structure as such awards promote alignment of the
interests of the employees with the interests of the shareholders.

Executive Compensation and Human Resources Committee

Jack Farber, Chairman
William R. Dimeling
Lee H. Javitch

12
PROPOSAL FOR THE ADOPTION AND IMPLEMENTATION OF THE
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST AMENDED INCENTIVE
AND NON QUALIFIED STOCK OPTION PLAN

At a meeting held on December 14, 1993, the Trust's Board of Trustees
amended and restated, subject to the approval of the shareholders, the
Trust's 1990 Incentive Stock Option Plan. The amendments increase the
aggregate number of shares subject to option to 400,000 and expand and
clarify certain of the provisions of the Plan, including the right of the
Committee administering the Plan to grant non incentive options. The
amendments, among other things, permit grantees of an option whose
employment is terminated due to becoming disabled or retirement at the age
set by the Trust for retirement to exercise their options within nine (9)
months; provide for immediate vesting of all previously granted options
under the Plan upon a "change of control"; and change the name of the
Plan to reflect that non qualified grants may be made under the Plan. The
Trustees believe that the adoption of the amendments strengthen the
Trust's ability to induce persons of outstanding ability and potential,
upon whom the financial success and growth of the Trust depends, to join
and remain with the Trust. The complete text of the amended and restated
Plan is set forth in Exhibit A of this proxy statement and the statements
contained herein are qualified in the entirety by reference to the Plan.

The Plan as approved by the shareholders in 1990 provided that the
aggregate number of shares that may be subject to stock options under the
Plan is 200,000. The Plan expires the earlier of (1) the year 2000, (2)
the date when all shares reserved for issuance under the Plan shall have
been acquired through exercise of options or (3) when the Board may
determine. The Plan further states that the Committee that administers the
Plan, the Executive Compensation and Human Resources Committee, may grant
options to the employees it determines to be "key employees"; the terms
of the options granted, including the exercise price, provided the price
shall be no less than the "fair market value" of the shares; and that
the Committee may amend the Plan to correct any defect or supply any
omission or reconcile any inconsistency in the manner and to the extent it
deems desirable, except (i) as otherwise provided in the Plan, (ii) to
increase the total number of shares subject to the Plan; (iii) extend the
expiration date of the Plan; (iv) decrease the price at which granted
options may be exercised or (v) materially modify the requirements as to
eligibility for participation in the Plan.

The amended and restated Plan retains the provision that the exercise
price of an option shall be no less than the "fair market value" of the
shares, whether the grant is of an incentive stock option or a non
qualified stock option, the expiration date of the Plan, the amendment
provisions and most of the operative provisions. The Trust has granted to
its employees from the date of the Plan's adoption through December 14,
1993 options to purchase 185,000 shares. As of November 1, 1994 options
for 31,125 shares have been exercised. Presently only 15,000 shares remain
available for option grant under the Plan. The Board of Trustees believes
that this amount is insufficient to attract and retain persons of
outstanding ability. It is the further belief of the Board of Trustees
that the amendments improve the Plan for both the Trust and its qualified
employees.

The affirmative vote of the holders of a majority of the outstanding
shares is required for the approval of the amended and restated Plan.

The Board of the Trust recommends a vote FOR the proposal to adopt and
to implement the Pennsylvania Real Estate Investment Trust Amended
Incentive and Non Qualified Stock Option Plan.

PROPOSAL FOR THE ADOPTION AND IMPLEMENTATION OF THE
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
1993 JONATHAN B. WELLER NON QUALIFIED STOCK OPTION PLAN

At a meeting held on December 14, 1993 the Trust's Board of Trustees
adopted, subject to approval of the shareholders, the Pennsylvania Real
Estate Investment Trust 1993 Jonathan B. Weller Non Qualified Stock Option
Plan (the "Weller Plan"). The adoption of the Weller Plan was in
conjunction with the approval of the Employment Agreement between the
Trust and Mr. Weller.

The Employment Agreement provides, among other things, that Mr. Weller
be granted a non-qualified stock option to acquire 100,000 shares of the
Trust's shares of beneficial interest with a purchase price equal to the
opening price of a Trust's share on the American Stock Exchange on the
date of the agreement. The opening price for a share on December 14, 1993
was $24.625. The option is to have a term of ten (10) years and shall vest
and become exercisable with respect to 25,000 shares after one year, with
respect to an additional 25,000 shares after two (2) years, an additional
25,000 shares after three (3) years and as to the final 25,000 shares
after four (4) years, subject to earlier vesting upon certain conditions.
The Trust agreed to submit a stock option plan containing these provisions
to its shareholders for approval at its next shareholder meeting.

The Weller Plan is in accordance with the Employment Agreement and
sets forth the terms and conditions for the granting and exercise of the
options. The grant of the options will not result in taxable income to Mr.
Weller or a tax deduction for the Trust. The exercise of an option by Mr.
Weller will result in taxable ordinary income to him and a corresponding
deduction for the Trust, in each case equal to the difference between the
fair market value of the shares on the date the option was granted
($24.625) and their fair market value on the date the option is exercised.

The Board believes that the engagement of Mr. Weller upon the terms
and conditions of the Employment Agreement is in the best interests of the
Trust and that the Weller Plan provides a further incentive to Mr. Weller.
The complete text of the Proposed Weller Plan is set forth in Exhibit B of
this proxy statement and the summary statements contained herein are
qualified in their entirety by reference to the Weller Plan.

If the Weller Plan is not approved by the shareholders, it will not be
implemented and the options granted to Mr. Weller will be null and void.

Approval of the Weller Plan requires the affirmative vote by the
holders of a majority of the outstanding shares.

The Board of Trustees recommends a vote FOR the proposal to adopt and
to implement the Pennsylvania Real Estate Investment Trust 1993 Jonathan
B. Weller Non Qualified Stock Option Plan.

STOCK PRICE PERFORMANCE

The graph below compares the Trust's performance to the S&P 500 and
the index of all equity real estate investment trusts excluding health
care real estate investment trusts assuming a $100 investment on August
31, 1989 as prepared by the National Association of Real Estate Investment
Trusts ("NAREIT"). Equity real estate investment trusts are defined as
those which derive more than 75% of their income from equity investments
in real estate assets. All stock price performance includes the
reinvestment of dividends.

(August 31, 1989=100)

175|---------------------------------------------------------------------------
|
|
|
| S
150|------------------------------------------------------S--------------------
|
|
| E TE
| S T
125|---------------------------------------------------------------------------
|
| S
|
| TE
100|TES------------------------------------------------------------------------
| S T
| E
| E
| T
75|---------------------------------------------------------------------------
|
|
|
|
50|---------------------------------------------------------------------------
| | | | | |
1989 1990 1991 1992 1993 1994

T = Trust E = Equity w/o Health Care S = S&P 500

1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
Trust 100 78.91 96.38 107.13 133.16 138.44
Equity w/o Health Care 100 80.26 90.12 105.73 139.17 141.18
S&P 500 100 95.02 120.58 130.15 149.85 158.09

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Trust's officers, trustees and persons who beneficially own more than ten
percent of the registered class of the Trust's equity securities
(collectively the "Reporting Persons") to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and to
furnish the Trust with copies of these reports.

Based on the Trust's review of the copies of these reports received by
it, and written representations received from the Reporting Persons, the
Trust believes that all filings required to be made by Reporting Persons
for the period September 1, 1993 through August 31, 1994 were made on a
timely basis.

PRINCIPAL SECURITY HOLDERS

The following table sets forth the voting securities owned
beneficially by each person known to the Trust who owned more than 5% of
the Trust's shares as of October 1, 1994:

Amount and
Nature of Percent of
Name and Address Beneficial Outstanding
Title of Class of Beneficial Owner Ownership Shares
-------------- ----------------------- ------------ ------------

Certificates of Beneficial Sylvan M. Cohen 665,300 7.65%
Interest 12 S. 12th Street
Philadelphia, PA 19107

Certificates of Beneficial Leonard I. Korman 519,011 5.97%
Interest Two Neshaminy Interplex
Trevose, PA 19047

----------
(1) Mr. Cohen owns 391,406 shares directly; a corporation of which Mr.
Cohen is a 50% shareholder owns 252 shares; Mr. Cohen's wife owns
186,558 shares directly and she is a co-trustee of two trusts that own
a total of 37,056 shares; and Mr. Cohen is a trustee or co-trustee of
several trusts that own in the aggregate 50,028 shares. Mr. Cohen is
not a beneficiary of any of the trusts of which he serves as a
fiduciary.

(2) Mr. Leonard Korman owns 219,869 shares directly; Mr. Korman's wife
owns 420 shares and is the income beneficiary of a trust that owns
6,000 shares and is a co-trustee, together with Mr. Korman and a third
party, of two trusts that own a total of 29,824 shares; Mr. Korman is
a co-trustee for a family foundation that owns 87,570 shares; and is a
co-trustee of several trusts that own in the aggregate 205,152 shares,
including the 29,824 shares mentioned above. Mr. Korman disclaims
beneficial interest in any of the shares owned by trusts of which he
serves as a fiduciary, except for 31,585 shares owned by a trust of
which Mr. Korman is a co-trustee and one of three beneficiaries.
Samuel J. Korman, an uncle of Leonard I. Korman, is a Trustee of the
Trust, and the beneficial owner of 402,668 shares (See pages 3 and 4
herein); included in the 402,668 shares are (i) 87,570 shares owned by
a family foundation of which Messrs. Leonard I. Korman and Samuel J.
Korman are 2 of the 5 co-trustees and (ii) 89,103 shares owned in the
aggregate by several trusts of which Messrs. Leonard I. Korman and
Samuel J. Korman are two of the co-trustees.

The following table sets forth the voting securities owned
beneficially, directly or indirectly, by all Trustees and officers as a
group (11 persons) as of October 1, 1994:

Amount of Percent
Title of Class Beneficial Ownership of Class
--------------- -------------------- ---------

Certificates of Beneficial Interest 1,174,664 (1) 13.51%

----------
(1) For information respecting the beneficial ownership of the shares by
each individual Trustee and certain of his relations and affiliates,
see the table and notes under the heading "Nominees for the Office of
Trustee and Trustees Continuing in Office" on pages 3-4.

TRANSACTIONS WITH MANAGEMENT

During fiscal 1994 the Trust paid or accrued fees and costs to the law
firm of Cohen, Shapiro, Polisher, Shiekman and Cohen, general counsel for
the Trust, for legal services rendered to the Trust, its subsidiaries and
its affiliates, including partnerships and other ventures in which the
Trust is involved. Sylvan M. Cohen, Chairman, Chief Executive Officer and
a Trustee of the Trust, and Robert Freedman, a Trustee, are partners of
the said law firm. The law firm has performed legal services for the Trust
since the Trust's inception and it is contemplated that it will perform
similar services in the current fiscal year.

COMMITTEES OF THE BOARD

The Board of Trustees has established committees to assist it in the
discharge of its responsibilities. These committees and their principal
responsibilities are described below:

The Audit Committee. The Audit Committee is composed of three
Trustees, presently of Messrs. Farber, Javitch and Orleans, who are not
officers of the Trust. Each member of the Audit Committee receives $750
for each meeting of this Committee that he attends. The Audit Committee,
which held one meeting in fiscal 1994, has the responsibility to recommend
to the Board of Trustees the firm of independent public accountants to be
appointed as auditors of the Trust; to review the proposed non-audit
services of the accountants and to consider the effect of such services
upon their independence; to meet with representatives of the accountants
to review the scope and procedures to be used with respect to their annual
audit; to meet with the representatives of the accountants to review the
results of the audit and to discuss any recommendations or suggestions
which the accountants may wish to make concerning the adequacy of the
Trust's accounting controls and procedures; to meet with the Trust's
officers to review the internal auditing procedures and policies; and to
make reports and recommendations to the Board with respect to such
matters.

The Property Committee. The Property Committee is composed of four
Trustees, consisting of Messrs. Cohen, Weller, Dimeling and Orleans.
Messrs. Dimeling and Orleans each receive a fee of $750 for each meeting
of this Committee that he attends; Mr. Cohen, Chairman and Chief Executive
Officer of the Trust, and Mr. Weller, President and Chief Operating
Officer of the Trust, do not receive any fee for serving on this
Committee. The Property Committee, which held one meeting in fiscal 1994,
reviews and analyzes the Trust's portfolio of investments and its related
operating results and possible acquisitions and dispositions of real
estate and related investments. Periodically it is also given the
responsibility of completing negotiations, within specific guidelines, in
transactions involving the Trust's investments.

The Executive Compensation and Human Resources Committee. The
Executive Compensation and Human Resources Committee is composed of three
Trustees, consisting of Messrs. Farber, Dimeling and Javitch. Each member
of this Committee receives $750 for each meeting that he attends. The
Executive Compensation and Human Resources Committee, which held one
meeting in fiscal 1994, reviews the salaries of the executive officers of
the Trust and recommends to the Board of Trustees the salaries to be paid
to individual executive officers of the Trust. In addition, it is
responsible for administering the policies which govern the Trust's Stock
Option Plan and for granting option awards to executive officers. See
"Report of Executive Compensation and Human Resources Committee on
Executive Compensation" on pages 9-10.

The Trust does not have a separate Nominating Committee with
responsibility for determining nominees for membership on the Board. This
is considered the continuing responsibility of the entire Board.

ADDITIONAL INFORMATION AVAILABLE

A copy of the Trust's Form 10-K Annual Report for the fiscal year
ended August 31, 1994 will be filed with the Securities and Exchange
Commission and will be available without charge on written request to:
Pennsylvania Real Estate Investment Trust, 455 Pennsylvania Avenue, Suite
135, Fort Washington, Pennsylvania 19034, Attention: Robert G. Rogers,
Executive Vice President.

OTHER MATTERS

Reports will be presented at the Annual Meeting, including the letter
from Sylvan M. Cohen, Chairman and Chief Executive Officer, and Jonathan
B. Weller, President and Chief Operating Officer, to the shareholders; the
financial statements of the Trust as of August 31, 1994; and the report of
Arthur Andersen LLP - all of which were incorporated in the Annual Report
that is being mailed to shareholders together with the proxy materials.

The Trust has selected Arthur Andersen LLP to be its principal
accountants for the current fiscal year. The accounting firm has been the
principal accountants of the Trust for more than thirty years.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting and to be available to respond to appropriate questions.
The representatives of Arthur Andersen & Co. will be given an opportunity
to make a statement, if they so desire.

The Board of Trustees does not intend to present any matter or matters
for action by the shareholders at the meeting other than those set forth
herein. The enclosed proxy confers discretionary authority upon the person
or persons named therein and entitled to vote the shares represented
thereby to vote such shares in accordance with their best judgment with
respect to any shareholder proposal omitted from the proxy statement and
form of proxy pursuant to Rule 14a-8 of the Securities Exchange Act of
1934, as amended, and matters incident to the conduct of the meeting. The
Board of Trustees does not know of any other matter which is to be
presented for action at the meeting, but the enclosed proxy confers the
same discretionary authority with respect to any such other matter.

SHAREHOLDERS' PROPOSALS

Proposals of Holders of Certificates of Beneficial Interest to be
presented at the 1994 Annual Meeting must be received by the Board of
Trustees for inclusion in the Proxy Statement and proxy relating to that
meeting on or before July 19, 1995.

By Order of the Board of
Trustees

Jeffrey A. Linn
Secretary

November 16, 1994

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

This Proxy is Solicited on behalf of the Board of Trustees

for the Annual Meeting of Holders
of Certificates of Beneficial Interest
December 15, 1994

The undersigned hereby constitutes and appoints SYLVAN M. COHEN, LEE
H. JAVITCH and JEFFREY P. ORLEANS and each or any of them, as proxies of
the undersigned, with full power of substitution, to vote and act with
respect to all Certificates of Beneficial Interest of Pennsylvania Real
Estate Investment Trust (the "Shares") which the undersigned would be
entitled to vote, as fully as the undersigned could vote and act if
personally present at the Annual Meeting of Holders of Certificates of
Beneficial Interest of PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
("PREIT") to be held on Thursday, December 15, 1994, at 11:00 A.M.
Eastern Standard Time and at any and all adjournments thereof, upon all
matters as may properly come before the meeting.

The Shares represented by this proxy when properly executed will be
voted: (1) as specified on the matter listed on the reverse side of this
form; (2) in accordance with the Trustees' recommendations where a choice
is not specified; and (3) in accordance with the judgment of the proxies
on any other matters that may properly come before the meeting.

(Continued and to be MARKED, SIGNED and DATED on the Reverse Side)

1. Election of Three (3)
Class C Trustees:

VOTE FOR
all nominees
except as marked

WITHHOLD
AUTHORITY

Nominees: William R. Dimeling, Jack Farber and
Robert G. Rogers

(INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through the
nominee's name above.)

2. Election of Jonathan B. Weller
as a Class A Trustee

VOTE
FOR

WITHHOLD
AUTHORITY

3. Proposal to approve the adoption of the
Amendments and Restatement of PREIT's 1990
Incentive and Non-Qualified Stock Option Plan;
Management recommends a vote FOR the proposal.

FOR AGAINST ABSTAIN

4. Proposal to Approve the Adoption of PREIT's 1993
Jonathan B. Weller Non-Qualified Stock Option
Plan. Management recommends a vote FOR the proposal.

FOR AGAINST ABSTAIN

5. In their discretion on such other matters as may
properly come before the meeting.

The undersigned acknowledges receipt of the Annual Report,
the Notice of Annual Meeting of Holders of Certificates of
Beneficial Interest and the Proxy Statement dated November
16, 1994 and revokes all former proxies.

Signature(s)----------------------------- Dated:------------- , 1994

Please mark, date, sign exactly as name appears on this Proxy and mail in
enclosed envelope. When signing as Corporate Officer, Executor,
Administrator, Trustee or Guardian please give full title. For joint
accounts, each joint owner should sign. (Please note any change in your
address alongside the address as it appears on this Proxy.)

PLEASE MARK, SIGN, DATE AND RETURN IN ENCLOSED ENVELOPE, NO POSTAGE REQUIRED.

EXHIBIT A

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
AMENDED INCENTIVE AND NON QUALIFIED STOCK OPTION PLAN

1. Purpose. The purpose of the Amended Incentive and Non Qualified
Stock Option Plan (the "Plan") is to provide an incentive to selected
officers and key employees of Pennsylvania Real Estate Investment Trust
(the "Trust") to acquire a proprietary interest in the Trust, to
continue as its officers and employees and to increase their efforts on
behalf of the Trust.

2. The Plan. The Plan shall consist of options to acquire shares of
beneficial interest, par value $1.00 per share, of the Trust (the
"Shares"). An option intended to qualify as incentive stock option and
identified as an Incentive Stock Option in the Agreement by which it is
evidenced shall be an Incentive Option ("Incentive Option") within the
meaning of Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code"). An option or a portion thereof that does not qualify under
Section 422 or any other section of the Code shall be a non qualified
option ("NQSO") and may be identified in the Agreement by which it is
evidenced as a NQSO. Incentive Options and NQSO's are collectively
referred to herein as "Options".

3. Administration.

(a) The Plan shall be administered by a Committee (the
"Committee") of the Board of Trustees of the Trust (the "Board").
The Committee shall consist of three (3) or more members of the Board
who are not eligible to participate in the Plan while serving on the
Committee and shall not have been, at any time within one (1) year
prior to appointment to the Committee, eligible for selection as a
person to whom an option under the Plan may be granted pursuant to the
Plan or any other Plan of the Trust and shall be a "disinterested
person" within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 or any successor rule or regulation.

(b) The Committee may exercise such power and authority as may be
necessary for the Committee to carry out its functions as described in
the Plan. It shall have plenary authority in its discretion, subject
only to the express provisions of the Plan and of Code section 422A:

(i) to determine which of the eligible persons shall be
granted options ("Grantees") and the number and terms of the
Options to be granted to each. In making any determination, the
Committee shall consider the position and responsibilities of the
proposed Grantee being considered, the nature and value to the
Trust of his services and accomplishments, his present and
potential contribution to the success of the Trust and such other
factors as the Committee may deem relevant;

(ii) to determine the dates of grant of Options;

(iii) to prescribe the form of the instruments evidencing any
Options granted under the Plan;

(iv) to determine whether the Option is an Incentive Option or
an NQSO;

(v) to interpret the Plan and determine the terms and
provisions of the agreements evidencing the Options and to make
all other determinations necessary for Plan administration;

(vi) to adopt, amend and rescind rules and regulations for the
administration of the Plan and for its own acts and proceedings;

(vii) to decide all questions and settle all controversies and
disputes of general applicability which may arise in connection
with the Plan; and

(viii) to amend the terms of the Plan as provided in Section
9.

All decisions, determinations and interpretations with respect to the
foregoing matters shall be made by the Committee and shall be final and
binding upon all persons. Acts of a majority of the members of the
Committee present at any meeting at which a quorum is present or acts
approved in writing by a majority of the Committee shall be deemed to be
acts of the Committee.

No member of the Board or the Committee shall be liable for any action
or determination made in good faith by the Board or the Committee with
respect to the Plan or any grant of an Option under it.

4. Effectiveness and Termination of Plan. This Plan shall become
effective as of the date of adoption thereof by the Board, subject to
approval of this Plan by the shareholders of the Trust. Any Option
outstanding under this Plan at the time of termination of the Plan shall
remain in effect in accordance with its terms and conditions and those of
the Plan. This Plan shall terminate on the earliest of:

(a) the tenth anniversary of the effective date as determined
under this Section 4; or

(b) the date when all Shares reserved for issuance under the Plan
shall have been acquired through exercise of Options granted under the
Plan; or

5. Shares Subject to the Plan. The aggregate number of Shares which
may be subject to Options granted under the Plan shall be four hundred
thousand (400,000) or the number and kinds of Shares or other securities
which shall be substituted for the Shares or to which such Shares shall be
changed as provided in Section 8. The Shares deliverable upon the exercise
of an Option under the Plan may be made available from unissued Shares not
reserved for any other purpose or Shares reacquired by the Trust. All or
any Shares subjected under this Plan to an Option which, for any reason,
terminates unexercised as to such Shares, may again be subjected to an
Option under the Plan.

6. Option Agreement. Each Grantee shall enter into a written agreement
with the Trust, which shall contain such provisions, consistent with the
Plan, as may be established at any time or from time to time by the
Committee. No Grantee shall have the right in any Option unless, and
until, a written option agreement is entered into with the Corporation.

7. Grant, Terms and Conditions of Options. Options may be granted by
the Committee at any time and from time to time prior to the termination
of the Plan. Except as hereinafter provided, Options granted pursuant to
the Plan shall be subject to the following terms and conditions:

(a) Grantees. The Grantees shall be such officers or key employees
of the Trust as determined by the Committee. No person shall be
eligible for the grant of an Incentive Option who owns, or would own
immediately before the grant of such Incentive Option, directly or
indirectly, Shares possessing more than ten percent (10%) of the total
combined voting power of all classes of Shares of the Trust ("10%
Shareholder"). This sentence of Section 7(a) shall not apply if, at
the time such Incentive Option is granted, the Incentive Option price
is at least one hundred ten percent (110%) of fair market value and
the Incentive Option is not, by its terms, exercisable after the
expiration of five (5) years from the date of grant.

(b) Purchase Price. The purchase price of Shares upon exercise of
an Option shall be no less than the fair market value of the Shares,
without regard to any restriction, on the date of grant of an Option;
provided, however, if an Incentive Option is granted to a person
owning Shares of the Trust possessing more than 10% of the total
combined voting power of all classes of Shares of the Trust as defined
in Code Section 422A the purchase price shall be no less than 110% of
the fair market value of the Shares, without regard to any
restriction, on the date of grant of an Incentive Option to such
individual.

The fair market value of the Shares on the date of grant shall be: (i)
if the Shares are listed on a national securities exchange, the
closing price of the Shares on such date; provided, however, if on
such date the Shares were traded on more than one national securities
exchange, then the closing price on the exchange on which the greatest
volume of Shares were traded on such day; (ii) if the Shares are not
listed on a national securities exchange and are traded
over-the-counter, the last sale price of the Shares on such date as
reported by NASDAQ or, if not reported by NASDAQ, the average of the
closing bid and asked prices for the Shares on such date; and (iii) if
the Shares are neither listed on a national securities exchange nor
traded in the over-the-counter market, such value as the Committee
shall in good faith determine. If the Shares are listed on a national
securities exchange or are traded over-the-counter but are not traded
on the date of grant, then the price shall be determined by the
Committee by applying the principles contained in Proposed Treasury
Regulation section 1.422A-2(e) and treasury Regulation section
20.2031-2 or successor provisions thereto. The fair market value of
the Shares shall be determined by, and in accordance with, procedures
to be established by the Committee, whose determination shall be
final.

(c) Payment for Shares. The purchase price for Shares upon
exercise of an Option shall be paid in full in United States dollars
in cash or by check at the time of purchase; provided, however, that
at the discretion of the Committee, the purchase price may be paid
with (i) Shares of the Trust already owned by, and in possession of,
the Grantee or (ii) any combination of United States dollars or Shares
of the Trust. Shares of the Trust used to satisfy the exercise price
of an Option shall be valued as of the date of exercise at their fair
market value determined in accordance with the rules set forth in
Section 7(b) hereof. The purchase price shall not be subject to
adjustment, except as provided in Section 8 hereof.

(d) Limitation. Notwithstanding any provision contained herein to
the contrary, the aggregate fair market value (determined at the time
an Option is granted) of Shares for which Incentive Options are
exercisable for the first time under the terms of the Plan by a
Grantee during any calendar year (under all plans of the Trust defined
in Code Section 425) is limited to $100,000. In the event that the
aggregate fair market value of Shares with respect to such Incentive
Option exceeds $100,000, the Incentive Options granted hereunder to
such Grantee shall, to the extent and in the order required by
regulations promulgated under the Code, automatically be deemed to be
NQSO, but all other terms and provisions of such Incentive Options
shall remain unchanged. Moreover, the Committee may grant an Option
that provides that the aggregate fair market value of Shares for which
Options are exercisable for the first time in a given year exceeds
$100,000, by specifically providing in the grant the portion of the
Option that is an Incentive Option and the portion of the Option that
is a NQSO.

(e) Duration and Exercise of Options. Options may be exercisable
for terms of up to but not exceeding ten years from the date the
particular Option is granted; provided, however, the Incentive Options
granted to a 10% Shareholder may be exercisable for a term of up to
but not exceeding five years from the date the particular Incentive
Option is granted. Subject to the foregoing, Options shall be
exercisable at such time and in such amounts (up to the full amount
thereof) as may be determined separately in each instance by the
Committee at the time of the grant. If an Option granted under the
Plan is exercisable in installments, the Committee shall determine
what events, if any, will make it subject to acceleration. During his
or her lifetime, only the Grantee may exercise an Option.

(f) Termination of Employment. Upon the termination of Grantee's
employment, his rights to exercise an Option held by such Grantee
shall be only as follows:

(i) Retirement or Disability. If the Grantee's employment is
terminated because he or she has attained the age which the Trust
may from time to time establish as the retirement age for any
class of its employees or, with the approval of the

Committee, because of permanent disability as defined in Code
Section 22(e)(3), he or she may, within nine months following such
termination, exercise the Option with respect to all or any part
of the Shares subject thereto. The Option shall become fully
vested and immediately exercisable to the extent not previously
exercised for the full amount or any part thereof, including a
partial exercise from time to time within the nine-month period.
However, if he or she dies before the end of the nine-month period
after the termination of his or her employment due to retirement
or disability, his or her estate (as defined below in Section
7(f)(ii) hereof) shall have the right, subject to the procedures
set forth below, to exercise such Option within one year following
such termination.

(ii) Death. If a Grantee's employment is terminated by death,
the Option shall become fully vested and immediately exercisable
to the extent not previously exercised for the full amount or any
part thereof and his or her estate shall have the right for a
period of one year following the date of such death to exercise
the Option including a partial exercise from time to time within
the twelve-month period. A Grantee's "estate" shall mean his or
her legal representative upon his or her death or any person who
acquires the right to exercise an Option by reason of the
Grantee's death. The Committee may in its discretion require the
estate of a Grantee to supply the Committee with written notice of
the Grantee's death and a copy of the will or such other evidences
as the Committee deems necessary to establish the validity of the
transfer of an Option. The Committee may also require that the
estate of a Grantee agrees to be bound by all of the terms and
conditions of the Plan.

(iii) Change of Control. Notwithstanding any provision in this
Plan to the contrary, upon the occurrence of a "Change of
Control" (as defined below), each Option granted under the Plan
and outstanding at such time shall become fully vested and
immediately exercisable to the extent not previously exercised and
shall remain exercisable until its expiration, termination or
cancellation pursuant to the terms of the Plan. "Change of
Control shall mean:

I. The acquisition by an individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d)-3 promulgated under the
Exchange Act) of 30% or more of the combined voting power of
the then outstanding voting securities of the Trust entitled
to vote generally in the election of trustees (the
"Outstanding Shares"); provided, however, that for purposes
of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly
from the Trust, (ii) any acquisition by the Trust, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Trust or any corporation
controlled by the Trust, (iv) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (III) below, or (v)
any acquisition by any Person entitled to file Form 13G under
the Exchange Act with respect to such acquisition; or

II. individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a trustee
subsequent to the date hereof whose election, or nomination
for election by the Trust's shareholders, was approved by a
vote of at least a majority of the trustees then comprising
the Incumbent Board shall be considered as though such
individual whose initial assumption of office occurs as a
result to the election or removal of trustees or other actual
or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

III. approval by the shareholders of the Trust
of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the as-

sets of the Trust (a "Business Combination"), in each case,
unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Shares immediately prior
to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then
outstanding shares of stock and the combined voting power of
the then outstanding voting securities entitled to vote
generally in the election of trustees, as the case may be, of
the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a
result of such transaction owns the Trust or all or
substantially all of the Trust's assets either directly or
through one more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding shares, (ii) no Person
(excluding any employee benefit plan (or related trust) of the
Trust or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 30% or
more of, respectively, the then outstanding shares of stock of
the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (iii)
at least a majority of the members of the board of trustees or
directors of the entity resulting from such Business
Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or

IV. approval by the shareholders of the Trust
of a complete liquidation or dissolution of the Trust.

(iv) Cause and Competition. If the employment of a Grantee is
terminated for "Cause" (as defined below) or the Grantee
terminates his or her employment and commences working for a
"Competitor" (as defined below), his or her right under any then
outstanding Option shall terminate at the time of such termination
of employment. In addition, any Shares issued upon exercise of
Options may be subject to forfeiture pursuant to Section 7(f)(v)
if the Grantee becomes employed or otherwise associated with a
Competitor within two months of exercise. As used in this
subsection (iv) of this Section 7(f), in the case of any Grantee
not subject to a written employment agreement, "Cause" shall
mean any willful or intentional act having the effect of injuring
the reputation, business or business relationships of the Trust or
any repeated or continuous failure, neglect or refusal to perform
in a satisfactory manner duties assigned to such Grantee. In the
case of a Grantee subject to a written employment agreement,
"Cause" shall mean any action giving the Trust the right to
terminate such person's employment agreement for Cause.
"Competitor" shall mean any person or entity other than the
Trust engaged in a business competitive (in good faith judgment of
the Committee) with that of the Trust.

(v) Other Reasons. In the case of a Grantee whose employment
is terminated for any reason other than those provided above under
"Retirement or Disability," "Death," "Change of Control" or
"Cause and Competition," the Grantee may, within the three-month
period following such termination, exercise the Option to the
extent that the right to exercise had accrued prior to such
termination. However, if he or she dies prior to the end of the
three-month period after termination of his or her employment, his
or her estate (as defined above in Section 7(f)(ii) hereof) shall
have the right, subject to the procedures set forth above, to
exercise such Option within one year following such termination;
provided, however, that the Trust by which the Grantee is
employed, may retain the Shares issuable upon exercise of such
Option pursuant to this subsection (v) for a period of two months
from exercise and, if the Grantee becomes employed or otherwise
associated with, or enters into an agreement to become employed or
otherwise associated with, a Competitor prior to

or during such two-month period, either as a director, trustee,
officer, employee, agent, representative or otherwise, then the
Trust may retain and cancel such shares, refund any purchase price
paid by the Grantee to the Trust, and thereafter all rights of
such Grantee in the Option and the Shares issuable upon exercise
of the Option shall immediately cease.

(g) Transferability of Option. No Options shall be transferable
unless transferred by will or the laws of descent and distribution.

(h) Modification, Extension and Renewal of Options. Subject to
the terms and conditions and within the limitations of the Plan, the
Committee may modify, extend or renew outstanding Options granted
under the Plan, including amending the terms of an Option at any time
to include provisions that have the effect of changing an Incentive
Option to a NQSO, or accept the surrender of outstanding Options (to
the extent not theretofore exercised) and authorize the granting of
new Options in substitution therefor (to the extent not theretofore
exercised). Notwithstanding the foregoing, however, no modification of
an Option shall, without the consent of the Grantee, impair any rights
or alter any obligations under any Option theretofore granted under
the Plan nor shall any modification be made which shall adversely
affect the status of an Incentive Option under Code section 422A.

(i) Other Terms and Conditions. Options may contain such other
provisions not inconsistent with any of the foregoing terms as the
Committee shall deem appropriate.

8. Adjustment for Changes in the Shares.

(a) In the event the Shares, as presently constituted, shall be
changed into or exchanged for a different number or kind or shares of
stock or other securities of the Trust or of another trust or
corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, split, reverse split, combination
of shares or otherwise), then there shall be substituted for or added
to each Share theretofore appropriated or thereafter subject or which
may become subject to an Option under this Plan, the number and kind
of Shares or other securities into which each outstanding Share shall
be so changed, or for which each such Share shall be exchanged, or to
which each such Share shall be entitled, as the case may be.
Outstanding Options shall also be appropriately amended as to price
and other terms as may be necessary to reflect the foregoing events.
In the event there shall be any other change in the number or kind of
the outstanding Shares, or of any share or other securities into which
such Shares shall have been changed, or for which it shall have been
exchanged, then, if the Committee or Board shall, in its sole
discretion, determine that such change equitably requires an
adjustment in any Option theretofore granted or which may be granted
under the Plan, such adjustments shall be made in accordance with such
determination.

(b) Fractional Shares resulting from any adjustment in Options
pursuant to this Section 8 may be settled in cash or otherwise as the
Committee or Board shall determine. Notice of any adjustment shall be
given by the Trust to each holder of an Option which shall have been
so adjusted and such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of the Plan.

(c) Notwithstanding Section 8(a) hereof, the Committee or Board
shall have the power, in the event of the disposition of all or
substantially all of the assets of the Trust, or the dissolution of
the Trust, or the merger or consolidation of the Trust with or into
any other real estate investment trust, corporation, or the merger or
consolidation of any other real estate investment trust or corporation
into the Trust, or the making of a tender offer to purchase all or a
substantial portion of the Shares of the Trust, to amend all
outstanding Options (upon such conditions as it shall deem
appropriate) to (i) permit the exercise of all such Options prior to
the effectiveness of any such transaction and to terminate such
Options as of such effectiveness, or (ii) require the forfeiture of
all Op-

tions, provided the Trust pays to the Grantee the excess of the fair
market value of the Shares in which the Grantee's rights have not
become vested at such date over the purchase price, as provided for in
Section 7(b) hereof, or (iv) make such other provisions as the
Committee or Board shall deem equitable.

9. Amendment of the Plan. The Committee may amend the Plan, may
correct any defect or supply any omissions or reconcile any inconsistency
in the Plan or in any Option in the manner and to the extent it shall deem
desirable to carry the Plan into effect without action on the part of the
shareholders of the Trust; provided, however that, except as provided in
Section 8 hereof and this Section 9, without prior approval by the
shareholders of the Trust: (i) the total number of Shares subject to the
Plan shall not be increased; (ii) no Option shall be exercisable more than
ten years after the date it is granted; (iii) the expiration date of the
Plan shall not be extended; (iv) transfer the administration of the Plan
to any person who is not a "disinterested person" as defined in Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended,
and as amended from time to time; and (v) no amendment shall be of any
force and effect which shall decrease the price at which Options may be
granted, permit the grant of any Option to purchase Shares subject to such
Option, increase the number of Shares to be received on exercise of an
Option, or materially modify the requirements as to eligibility for
participation in the Plan.

10. Interpretation and Construction. The interpretation and
construction of any provisions of the Plan by the Committee shall be
final, binding and conclusive for all purposes.

11. Application of Funds. The proceeds received by the Trust from the
sale of Shares pursuant to this Plan will be used for general Trust
purposes.

12. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon the Grantee to exercise the Option.

13. Plan Not a Contract of Employment. The Plan is not a contract of
employment, and the terms of employment of any Grantee shall not be
affected in any way by the Plan or related instruments except as
specifically provided herein. The establishment of the Plan shall not be
construed as conferring any legal rights upon any Grantee for a
continuance of employment, nor shall it interfere with the right of the
Trust to discharge any Grantee and to treat him without regard to the
effect which such treatment might have upon him as a Grantee.

14. Expenses of the Plan. All of the expenses of administering the
Plan shall be paid by the Trust.

15. Compliance with Applicable Law. Notwithstanding anything herein to
the contrary, the Trust shall not be obligated to cause to be issued or
delivered any certificates for Shares to be delivered pursuant to the
exercise of an Option unless and until the Trust is advised by its counsel
that the issuance and delivery of such certificates is in compliance with
all applicable laws, regulations or governmental authority and the
requirements of any exchange upon which Shares are traded. The Trust shall
in no event be obligated to register any securities pursuant to the
Securities Act of 1933 (as now in effect or as hereafter amended) or to
take any other action in order to cause the issuance and delivery of such
certificates to comply with any such law, regulations or requirement. The
Committee may require, as a condition of the issuance and delivery of such
certificates and in order to ensure compliance with such laws, regulations
and requirements, such representations as the Committee, in its sole
discretion, deems necessary or desirable. Each Option shall be subject to
the further requirement that if at any time the Board shall determine in
its discretion that the listing or qualification of the Shares subject to
such Option, under any securities exchange or association requirements or
under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary as a condition of, or in connection with,
the granting of such Option or the issue of Shares thereunder, such Option
may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board.

16. Governing Law. Except to the extent preempted by federal law, this
Plan shall be construed and enforced in accordance with, and governed by,
the laws of the Commonwealth of Pennsylvania.

Date of Adoption
By the Board: September 17, 1990.

Date of Approval
By the Shareholders: December 19, 1990.

Date of Adoption of Amended Plan
By the Board: December 14, 1993.

Date of Approval of the Amended Plan
By the Shareholders: December , 1994

EXHIBIT B

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

1993 JONATHAN B. WELLER NON QUALIFIED STOCK OPTION PLAN

1. Purpose. The purpose of the 1993 Jonathan B. Weller Non Qualified
Stock Option Plan (the "Plan") is to attract, retain, motivate and
provide to Jonathan B. Weller, who as a key officer and employee of
Pennsylvania Real Estate Investment Trust (the "Trust") will be largely
responsible for the management, growth and protection of the business of
the Trust, with incentives and rewards to encourage him to continue as an
officer and employee and to increase his efforts on behalf of the Trust.

2. The Plan. The Plan shall mean this Non Qualified Stock Option Plan
and shall consist of options to acquire shares of beneficial interest, par
value $1.00 per share, ("Options") of the Trust (the "Shares"), as
amended from time to time.

3. Administration.

(a) The Plan shall be administered by a Committee (the
"Committee") of the Board of Trustees of the Trust (the "Board").
The Committee shall consist of three (3) or more members of the Board
who are not eligible to participate in the Plan while serving on the
Committee and shall not have been eligible for selection as a person
to whom an Option under the Plan may be granted pursuant to the Plan
and shall be a "disinterested person" within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934 or any
successor rule or regulation.

(i) to consider the position and responsibilities of Mr.
Weller, the nature and value to the Trust of his services and
accomplishments, his present and potential contribution to the
success of the Trust and such other factors as the Committee may
deem relevant;

(ii) to prescribe the form of the instruments evidencing any
Options granted under the Plan;

(iii) to interpret and construe any provision of the Plan and
determine the terms and provisions of the agreements evidencing
the Options and to make all other determinations necessary for
Plan administration;

(iv) to adopt, amend and rescind rules and regulations for the
administration of the Plan and for its own acts and proceedings;

(v) to decide all questions and settle all controversies and
disputes of general applicability which may arise in connection
with the Plan; and

(vi) to amend the terms of the Plan as provided in Section 9.

The Committee may, in its absolute discretion, accelerate the date on
which any Option granted under the Plan becomes exercisable or, subject to
Section 7(d) hereof, extend the term of any Option granted under the Plan.

No member of the Board or the Committee shall be liable for any
action, omission or determination made in good faith by the Board or the
Committee with respect to the Plan or any grant of an Option under it, and
the Trust shall indemnify and hold harmless each

member of the Committee and each other Trustee or employee of the Trust to
whom any duty or power relating to the administration or interpretation of
the Plan has been delegated against any cost or expense (including counsel
fees) or liability (including any sum paid in settlement of a claim with
approval of the Committee) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action,
omission or determination was taken or made by such member, Trustee or
employee in bad faith and without reasonable belief that it was in the
best interests of the Trust.

(a) the tenth anniversary of the effective date as determined
under this Section 4; or

(b) the date when all Shares reserved for issuance under the Plan
shall have been acquired through exercise of Options granted under the
Plan; or

5. Shares Subject to the Plan. The aggregate number of Shares which
may be subject to Options granted under the Plan shall be one hundred
thousand (100,000) or the number and kinds of Shares or other securities
which shall be substituted for the Shares or to which such Shares shall be
changed as provided in Section 8. The Shares deliverable upon the exercise
of an option under the Plan may be made available from unissued Shares not
reserved for any other purpose or Shares reacquired by the Trust. All or
any Shares subjected under this Plan to an Option which, for any reason,
terminates unexercised as to such shares, may again be subjected to an
Option under the Plan.

6. Option Agreement. Mr. Weller shall enter into a written agreement
with the Trust, which shall contain such provisions, consistent with the
Plan, as may be established at any time or from time to time by the
Committee.

7. Grant, Terms and Conditions of Stock Options. Options may be
granted by the Committee to Mr. Weller at any time and from time to time
prior to the termination of the Plan. Except as hereinafter provided,
Options granted pursuant to the Plan shall be subject to the following
terms and conditions:

(a) Grantee. The Grantee shall be Mr. Jonathan B. Weller, who is
an officer and employee of the Trust, and who is to be largely
responsible for the management, growth and protection of the business
of the Trust.

(b) Purchase Price. The purchase price of Shares upon exercise of
an Option granted under the Plan shall be the fair market value of the
Shares, without regard to restriction, on the date on which such
Option is granted.

(c) Payment for Shares. The purchase price for Shares upon
exercise of an Option shall be paid in full in United States dollars
in cash or by check at the time of purchase; provided, however, that
at the discretion of the Committee, the purchase price may be paid
with (i) Shares of the Trust already owned by, and in possession of,
Mr. Weller or (ii) any combination of United States dollars or Shares
of the Trust. Shares of the Trust used to satisfy the exercise price
of an Option shall be valued as of the date of exercise at their fair
market value determined by the Committee. The purchase price shall not
be subject to adjustment, except as provided in Section 8 hereof.

(d) Duration and Exercise of Options. Options may be exercisable
for terms of up to but not exceeding ten years from the date the
particular Option is granted. Subject to the foregoing, Options shall
be exercisable at such time and in such amounts (up to the

full amount thereof) as may be determined separately in each instance
by the Committee at the time of the grant. If an Option granted under
the Plan is exercisable in installments, the Committee shall determine
what events, if any, will make it subject to acceleration. During Mr.
Weller's lifetime, only he may exercise an Option.

(e) Termination of Employment. Upon the termination of Mr.
Weller's employment, his rights to exercise an Option held by him
shall be as follows:

(i) Disability. If Mr. Weller's employment is terminated
because of permanent disability as defined in Code Section
22(e)(3), the Option shall become fully vested and immediately
exercisable to the extent not previously exercised and he may,
within nine months following such termination, exercise the Option
with respect to all or any part of the Shares subject thereto.
However, if he dies before the end of the nine month period after
the termination of his employment, his estate (as defined below in
Section 7(f)(ii) hereof) shall have the right, subject to the
procedures set forth below, to exercise such Option.

(ii) Death. If Mr. Weller's employment is terminated by death
the Option shall become fully vested and immediately exercisable
to the extent not previously exercised, and his estate shall have
the right for a period of nine months following the date of such
death to exercise the Option. Mr. Weller's "estate" shall mean
his legal representative upon his death or any person who acquires
the right to exercise an Option by reason of Mr. Weller's death.
The Committee may in its discretion require the estate of Mr.
Weller to supply the Committee with written notice of Mr. Weller's
death and a copy of the will or such other evidences as the
Committee deems necessary to establish the validity of the
transfer of an Option. The Committee may also require that the
estate of Mr. Weller agrees to be bound by all of the terms and
conditions of the Plan.

(iii) With Good Reason or Without "Cause". If Mr. Weller's
employment is terminated by him "With Good Reason" (as defined
below) or by the Trust without "Cause" (as defined in subsection
(iv) below) the Option shall fully vest and become immediately
exercisable to the extent not previously exercised and he may,
within six months following such termination, exercise the Option
with respect to all or any part of the Shares subject thereto. As
used in this subsection (iii) of this Section 7(e), "With Good
Reason" shall mean:

(I) the assignment to Mr. Weller of any duties
inconsistent with his position, authority, duties or
responsibilities as contemplated by his employment agreement,
or any action by the Trust which results in a diminution in
such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and
inadvertent action promptly after receipt of notice thereof
given by Mr. Weller;

(II) any breach by the Trust of Mr. Weller's
employment agreement other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is
remedied by the Trust promptly after receipt of notice thereof
given by Mr. Weller;

(III) the Trust requiring Mr. Weller to be
based at any office or location more than 45 miles from the
Trust's headquarters as of the date hereof;

(IV) delivery by the Trust to Mr. Weller of a
notice that his employment agreement is not being renewed.

(iv) Cause. If the employment of Mr. Weller is terminated for
"Cause" (as defined below) or Mr. Weller terminates his
employment without Good Reason his right under any then
outstanding Option shall terminate at the time of such termination
of employment. As used in this subsection (iv) of this Section
7(e) "Cause" shall mean

(I) the willful and continued failure of Mr. Weller to perform
substantially Mr. Weller's duties with the Trust (other than any
such failure resulting from Mr. Weller's Disability), after a
written demand for substantial performance is delivered to Mr.
Weller by the Board or the Chief Executive Officer of the Trust
which specifically identifies the manner in which the Board or
Chief Executive Officer believes that the Trust has not
substantially performed Mr. Weller's duties, or (II) the willful
engaging by Mr. Weller in illegal conduct or misconduct which is
materially and demonstrably injurious to the Trust.

(v) Change of Control. Upon the occurrence of a "Change of
Control" (as defined below), each Option granted under the Plan
and outstanding at such time shall become fully vested and
immediately exercisable to the extent not previously exercised and
shall remain exercisable until its expiration, termination or
cancellation pursuant to the terms of this Plan. "Change of
Control shall mean:

(I) The acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of the combined voting power of
the then outstanding voting securities of the Trust entitled
to vote generally in the election of trustees (the
"Outstanding Shares"); provided, however, that for purposes
of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly
from the Trust, (i) any acquisition by the Trust, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Trust or any corporation
controlled by the Trust, (iv) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (III) below, or (v)
any acquisition by any Person entitled to file Form 13G under
the Exchange Act with respect to such acquisition; or

(II) individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a trustee
subsequent to the date hereof whose election or nomination for
election by the Trust's shareholders was approved by a vote of
at least a majority of the trustees then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of trustees or
other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or

(III) approval by the shareholders of the
Trust of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of
the Trust (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially
all of the individuals and entities who were the beneficial
owners of the Outstanding Shares immediately prior to such
Business Combination beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding shares of
stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election
of trustees, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Trust or all or substantially all of the Trust's assets either
directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Shares, (ii) no
Person (excluding any employee benefit plan (or related trust)
of the Trust or such corporation

resulting from such Business Combination) beneficially owns,
directly or indirectly, 30% or more of, respectively, the then
outstanding shares of stock of the corporation resulting from
such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except
to the extent that such ownership existed prior to he Business
Combination and (iii) at least a majority of the members of
the board of trustees or directors of the entity resulting
from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement,
or of the action of the Board, providing for such Business
Combination; or

(IV) approval by the shareholders of the Trust
of a complete liquidation or dissolution of the Trust.

(vi) Other Reasons. In the case of termination of Mr. Weller's
employment for any reason other than those provided above under
"Disability", "Death", "With Good Reason" or Without
"Cause", or "Cause" he may, within the six month period
following such termination, exercise the Option to the extent that
the right to exercise had accrued prior to such termination.
However, if he dies prior to the end of the three-month period
after termination of his employment, his estate (as defined above
in Section 7(e)(ii) hereof) shall have the right, subject to the
procedures set forth above, to exercise such Option within nine
months following the date of death.

(f) Transferability of Option. No Options shall be transferable
unless transferred by will or the laws of descent and distribution.

(g) Modification, Extension and Renewal of Options. Subject to the
terms and conditions and within the limitations of the Plan, the
Committee may modify, accelerate, extend or renew outstanding Options
granted under the Plan, including amending the terms of an Option at
any time or accept the surrender of outstanding Options (to the extent
not theretofore exercised) and authorize the granting of new Options
in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, however, no modification of an Option
shall, without the consent of Mr. Weller, impair any rights or alter
any obligations under any Option theretofore granted under the Plan.

(h) Other Terms and Conditions. Options may contain such other
provisions not inconsistent with any of the foregoing terms as the
Committee shall deem appropriate.

8. Adjustment for Changes in the Shares.

(a) In the event the Shares, as presently constituted, shall be
changed into or exchanged for a different number or kind sf shares of
stock or other securities of the Trust or of another trust or
corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, split, reverse split, combination
of shares or otherwise), then there shall be substituted for or added
to each Share theretofore appropriated or thereafter subject or which
may become subject to an Option under this Plan, the number and kind
of Shares or other securities into which each outstanding Share shall
be so changed, or for which each such Share shall be exchange, or to
which each such Share shall be entitled, as the case may be.
Outstanding Options shall also be appropriately amended as to price
and other terms as may be necessary to reflect the foregoing events.
In the event there shall be any other change in the number or kind of
the outstanding Shares, or of any share or other securities into which
such Shares shall have been changed, or for which it shall have been
exchanged, then, if the Board shall, in its sole discretion, determine
that such change equitably requires an adjustment in any Option
theretofore granted or which may be granted under the Plan, such
adjustments shall be made in accordance with such determination.

(b) Fractional Shares resulting from any adjustment in Options
pursuant to this Section 8 may be settled in cash or otherwise as the
Committee or Board shall deter-

mine. Notice of any adjustment shall be given by the Trust to Mr.
Weller and such adjustment (whether or not such notice is given) shall
be effective and binding for all purposes of the Plan.

(c) Notwithstanding Section 8(a) hereof, the Board or the
Committee shall have the power, in the event of the disposition of all
or substantially all of the assets of the Trust, or the dissolution of
the Trust, or the merger or consolidation of the Trust with or into
any other real estate investment trust, corporation, or the merger or
consolidation of any other real estate investment trust or corporation
into the Trust, or the making of a tender offer to purchase all or a
substantial portion of the Shares of the Trust, to amend all
outstanding Options (upon such conditions as it shall deem
appropriate) to (i) permit the exercise of all such Options prior to
the effectiveness of any such transaction and to terminate such
Options as of such effectiveness, or (ii) require the forfeiture of
all Options, provided the Trust pays to Mr. Weller the excess of the
fair market value of the Shares in which Mr. Weller's rights have not
become vested at such date over the purchase price, as provided for in
Section 7(b) hereof, or (iii) make such other provisions as the Board
or Committee shall deem equitable.

10. Interpretation and Construction. The interpretation and
construction of any provision of the Plan by the Committee shall be final,
binding and conclusive for all purposes.

11. Application of Funds. The proceeds received by the Trust from the
sale of Shares pursuant to this Plan will be used for general Trust
purposes.

12. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon Mr. Weller to exercise the Option.

13. Plan Not a Contract of Employment. The Plan is not a contract of
employment, and the terms of employment of Mr. Weller shall not be
affected in any way by the Plan or related instruments except as
specifically provided herein. The establishment of the Plan shall not be
construed as conferring any legal rights upon Mr. Weller for a continuance
of employment nor shall it interfere with the right of the Trust to
discharge Mr. Weller and to treat him without regard to the effect which
such treatment might have upon him as a grantee of an Option.

14. Expenses of the Plan. All of the expenses of administering the
Plan shall be paid by the Trust.

curities pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) or to take any other action in order to cause the
issuance and delivery of such certificates to comply with any such law,
regulations or certificates and in order to ensure compliance with such
laws, regulations or requirement. The Committee may require, as a
condition of the issuance and delivery of such certificates and in order
to ensure compliance with such laws, regulations and requirements, such
representations as the Committee, in its sole discretion, deems necessary
or desirable. Each Option shall be subject to the further requirement that
if at any time the Board shall determine in its discretion that the
listing or qualification of the Shares subject to such Option, under any
securities exchange or association requirements or under any applicable
law, or the consent or approval of any governmental regulatory body, is
necessary as a condition of, or in connection with, the granting of such
Option or the issue of Shares thereunder, such Option may not be exercised
in whole or in part unless such listing, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board.

16. Governing Law. Except to the extent preempted by federal law, this
Plan shall be construed an enforced in accordance with, and governed by,
the laws of the Commonwealth of Pennsylvania.

Date of Adoption
By the Board: December 14, 1993

Date of Approval
By the Shareholders: December , 1994.