SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(c)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other that Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 6-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
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/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

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5) Total fee paid: $
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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LOGO

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

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NOTICE OF ANNUAL MEETING OF
HOLDERS OF CERTIFICATES OF BENEFICIAL INTEREST
DECEMBER 20, 1996
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The Annual Meeting of Holders of Certificates of Beneficial Interest
("shareholders") of Pennsylvania Real Estate Investment Trust (the "Trust")
will be held on Friday, December 20, 1996 at 11:00 a.m. in the Main
Conference Room of CoreStates Bank, Broad and Chestnut Streets, Seventh
Floor, Philadelphia, Pennsylvania for the following purposes:

(1) Election of Trustees; and

(2) Transaction of such other business as may properly be brought
before the meeting or any adjournment thereof.

The Trustees have fixed the close of business on November 8, 1996 as the
record date for the determination of shareholders entitled to notice of and
to vote at the meeting.

All shareholders are cordially invited to attend the meeting. Please use
the entrance to 1345 Chestnut Street on the Northeast Corner of Broad and
Chestnut Streets. Whether or not you expect to attend the meeting in person,
please mark, sign and date the enclosed proxy and return it promptly in order
that your shares may be voted. If you attend the meeting, you may revoke your
proxy and vote in person.

By Order of the Board of Trustees

JEFFREY A. LINN
Secretary

Fort Washington, Pa.
November 15, 1996

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 20, 1996

This proxy statement and the enclosed proxy are being sent to Holders of
Certificates of Beneficial Interest of the Pennsylvania Real Estate
Investment Trust (the "Trust") on or about November 15, 1996 in connection
with the solicitation of proxies for use at the Annual Meeting of Holders of
Certificates of Beneficial Interest ("shareholders") of the Trust to be held
on Friday, December 20, 1996 at 11:00 a.m. in the Main Conference Room of
CoreStates Bank, Broad and Chestnut Streets, Seventh Floor, Philadelphia,
Pennsylvania. Please use the entrance to 1345 Chestnut Street on the
Northeast Corner of Broad and Chestnut Streets.

The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust. The proxy is revocable at any time prior to its use by delivering a
subsequently executed proxy or written notice of revocation to the Secretary
of the Trust. The Annual Report of the Trust, including financial statements,
for the year ended August 31, 1996, on which no action will be requested at
the Annual Meeting, is included herewith. It is not to be regarded as proxy
solicitation material.

As of November 8, 1996, there were 8,678,098 Certificates of Beneficial
Interest in the Trust ("Shares") outstanding, each of which is entitled to
one vote on all matters to be presented at the meeting.

The Trust will bear the cost of preparing and mailing this Notice and
Proxy Statement and the enclosed proxy. Trustees, officers and regular
employees of the Trust may solicit proxies by personal interview, mail,
telephone or telegraph. Such persons will receive no compensation for any
such solicitation activities other than their regular salary but will be
reimbursed for actual expenses in connection therewith. 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

The Trustees intend to cause Messrs. Robert Freedman, Leonard I. Korman,
and Jeffrey P. Orleans, the three Trustees whose terms expire at the 1996
Annual Meeting, to be nominated for re-election at the 1996 Annual Meeting as
Class B Trustees to serve until the 1999 Annual Meeting and until their
respective successors have been duly elected and have qualified. If any of
the foregoing nominees becomes unable to or declines to serve, the persons
named in the accompanying proxy shall have discretionary authority to vote
for a substitute or substitutes unless the Board of Trustees reduces the
number of Trustees to be elected. Mr. Samuel I. Korman, who had served with
distinction as a trustee of the Trust for thirty years, died on July 9, 1996.

The Trust's Agreement of Trust provides that nominations for election to
the office of Trustee at any Annual or Special Meeting of Holders of
Certificates of Beneficial Interests shall be made by the Trustees, or by
petition in writing delivered to the Secretary of the Trust not fewer than
thirty-five (35) days prior to such meeting signed by the holders of at least
two percent (2%) of the shares outstanding on the date of such petition.
Unless nominations shall have been made as aforesaid, they shall not be
considered at such meeting unless the number of persons nominated as
aforesaid shall be fewer than the number of persons to be elected to the
office of Trustee at such meeting, in which such event nominations for the
Trustee positions which would not otherwise be filled may be made at the
meeting by any person entitled to vote in the election of Trustees.

Assuming a quorum is present, the three nominees receiving the highest
number of votes cast at the Annual Meeting will be elected Trustees. For such
purposes, the withholding of authority to vote or the specific direction not
to cast a vote, such as a broker non-vote, will not constitute the casting of
a vote in the election of Trustees.

The following table sets forth certain information concerning the three
(3) nominees for the office of Class B Trustee, the six (6) Trustees to
continue in office after the 1996 Annual Meeting and the executive officers
named in the Summary Compensation Table, including their ages, principal
occupations and the number of Shares of the Trust beneficially owned by them
as of October 1, 1996.

Shares Beneficially Owned
on October 1, 1996 (1)
Principal Occupation Trustee ------------------------
Name Age and Affiliations Since Number Percent
------------------- ----- ---------------------------------------------------------------- ----- ------ -------

Nominees for the
Office of Trustee

Class B Trustees; Terms Expire in 1999

Robert Freedman 67 Of counsel to the Philadelphia law firm of Drinker Biddle 1988 45,727(2)(3) *
& Reath and formerly partner in the Philadelphia law firm
of Cohen, Shapiro, Polisher, Shiekman and Cohen.
Leonard I. Korman 60 Chairman and Chief Executive Officer, Korman Commercial 1996 472,765(4) 5.4%
Properties, Inc., a commercial real estate management and
development firm since January, 1996. General partner,
The Korman Co., a real estate management and development
firm, since 1984.
Jeffrey P. Orleans 50 Chairman of the Board, Chief Executive Officer and Director 1986 50,360(2)(5) *
of FPA Corporation, a residential real estate developer.
Chief Executive Officer of Orleans Construction Corp.,
a residential real estate developer, prior to FPA
Corporation's acquisition of such company in 1993.
Trustees whose
Terms Continue

Class A Trustees; Terms Expire in 1998

Sylvan M. Cohen 82 Chairman and Chief Executive Officer of the Trust. 1960 665,415(6) 7.7%
Presently of counsel to the Philadelphia law firm of
Drinker Biddle & Reath and formerly partner in the
Philadelphia law firm of Cohen, Shapiro, Polisher,
Shiekman and Cohen. Director of FPA Corporation.
Trustee of EQK Realty Investments I and Trustee of
Arbor Property Trust.
Lee H. Javitch 65 Private Investor. Former Chairman and Chief Executive 1985 7,500(2) *
Officer of Giant Food Stores, Inc., an owner and operator
of supermarkets. Director of Dauphin Deposit Corp.
Jonathan B. Weller 49 President and Chief Operating Officer of the Trust. 1994 68,555(7) *
From 1988 to 1993, Executive Vice President and Director
of Eastdil Realty Inc., a real estate investment banking firm.

Class C Trustees; Terms Expire in 1997

William R. Dimeling 55 Partner in Dimeling, Schreiber and Park, a private 1982 6,250(2) *
investment partnership. Director of Aero Services
International, Inc., a fixed base operator for private
aviation.
Jack Farber 63 Chairman, President and Chief Executive Officer of 1971 83,740(2)(8) *
CSS Industries, Inc., a diversified holding company.
Director of CSS Industries, Inc. and Hunt Manufacturing
Company.
Robert G. Rogers 65 Executive Vice President of the Trust 1986 25,734(9) *

Non-Trustee
Executive Officers

Jeffrey A. Linn 47 Senior Vice President- Acquisitions and Secretary of the Trust -- 20,319(10) *
Dante J. Massimini 63 Senior Vice President- Finance and Treasurer of the Trust -- 12,817(11) *

All Trustees and -- -- -- 1,350,059(12) 15.6%
executive officers
as a group
(11 persons)

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* Less than one percent

(1) Unless otherwise indicated in the following footnotes, each Trustee and
Non-Trustee executive officer has sole voting and investment power with
respect to all such Shares.

(2) Includes 4,500 Shares subject to options that are currently exercisable.

(3) Includes 37,056 Shares owned by a trust of which Mr. Freedman and Mr.
Cohen's wife are co-trustees and 4,171 Shares owned by Mr. Freedman's
spouse. Mr. Freedman disclaims beneficial ownership of the
aforementioned Shares.

(4) Includes (i) 420 Shares owned by Mr. Korman's spouse, (ii) 87,570 Shares
held by a charitable foundation of which Mr. Korman is a co-trustee, and
(iii) 141,687 Shares held by trusts of which Mr. Korman is a co-trustee.
Mr. Korman disclaims beneficial ownership of all but 10,528 of the
foregoing Shares.

(5) Includes 450 Shares owned by Mr. Orleans' spouse, 1,000 Shares for which
Mr. Orleans is custodian for his children under the Pennsylvania Uniform
Gifts to Minors Act, 947 Shares owned by an adult daughter of Mr.
Orleans, 360 Shares held by trusts of which Mr. Orleans is co-trustee,
and 252 Shares owned by a corporation 50% of whose shares are owned by
Mr. Orleans and the remaining 50% of whose shares are owned by Sylvan M.
Cohen, a Trustee and Chairman and Chief Executive Officer of the Trust.
Mr. Orleans disclaims beneficial ownership of the Shares owned by Mr.
Orleans' wife and certain Shares for which he serves as custodian under
the Pennsylvania Uniform Gifts to Minors Act.

(6) Includes 186,558 Shares owned by Mr. Cohen's spouse, 37,056 Shares owned
by a trust of which Mr. Cohen's wife and Mr. Freedman, a Trustee of the
Trust, are co-trustees, 252 Shares owned by a corporation 50% of whose
outstanding shares are owned by Mr. Cohen and the remaining 50% of whose
outstanding shares are owned by Jeffrey P. Orleans, a Trustee of the
Trust, 71,815 Shares owned by a charitable remainder unitrust of which
Mr. Cohen and Mr. Farber, a Trustee of the Trust, are two of the three
co-trustees, 66,883 Shares owned by several trusts of which Mr. Cohen is
a trustee or a co-trustee and 14,245 Shares subject to options that are
currently exercisable. Mr. Cohen disclaims beneficial ownership of all
of the Shares referred to in this footnote other than Shares owned by
trusts of which Mr. Cohen is a trustee or a co-trustee, Shares owned of
record by Mr. Cohen's wife and the Shares subject to options.

(7) Includes 57,355 Shares subject to options that are currently
exercisable, and 400 Shares held by Mr. Weller as custodian for his
children under the New York Uniform Gifts to Minors Act.

(8) Includes 71,815 Shares held in the charitable remainder unitrust
referred to in footnote 6 above.

(9) Includes 19,359 Shares subject to options that are currently
exercisable.

(10) Includes 11,787 Shares subject to options that are currently exercisable
and 500 Shares that are held by Mr. Linn as custodian for his son under
the Pennsylvania Uniform Gifts to Minors Act.

(11) Includes 12,217 Shares subject to options that are currently
exercisable.

(12) Includes 137,463 Shares subject to options that are currently
exercisable. In certain instances, two Trustees beneficially own the
same Shares because they share voting or investment power over such
Shares. Such Shares have been counted only once in this total.

ADDITIONAL INFORMATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning the
compensation paid by the Trust during the fiscal years ended August 31, 1996,
1995 and 1994 to the Trust's Chief Executive Officer and the four other most
highly compensated executive officers of the Trust.

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

Sylvan M. Cohen 1996 $ 342,333 0 0 0 $ 9,070
Chairman and Chief 1995 333,000 0 0 20,000 9,070
Executive Officer 1994 316,023 0 0 40,000 9,070
and Trustee

Jonathan B. Weller 1996 $ 297,212 0 $ 7,182 20,000 25,608
President and Chief 1995 281,539 0 37,463 35,000 32,408
Operating Officer and 1994 157,596(3) 0 23,120 100,000(4) --
Trustee

Robert G. Rogers 1996 $ 191,923 0 7,182 5,000 69,654
Executive Vice 1995 183,269 0 0 10,000 72,499
President and Trustee 1994 174,933 0 0 15,000 --

Dante J. Massimini 1996 $ 125,673 0 5,174 5,000 59,897
Senior Vice President- 1995 116,538 0 0 10,000 54,706
Finance and 1994 106,303 0 0 15,000 --
Treasurer

Jeffrey A. Linn
Senior Vice President- 1996 $ 130,797 0 5,163 10,000 14,114
Acquisitions and 1995 116,346 0 0 15,000 18,021
Secretary 1994 95,535 0 0 15,000 --

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(1) Amounts shown in Fiscal 1996 represent discretionary contributions by the
Trust to the accounts of the named executive officers in the Company's
401(k) retirement plan. Amounts shown for Fiscal 1995 for Mr. Weller
include $14,352 for relocation expenses, $12,378 for reimbursement for
taxes resulting from payment of living expenses on behalf of Mr. Weller
in 1994 and $10,733 in respect of a leased automobile. Amounts for Fiscal
1994 include $14,966 for living expenses and $8,154 for a leased
automobile.

(2) All amounts for Mr. Cohen represent annual premium payments on life
insurance provided under Mr. Cohen's employment agreement. Amounts for
Mr. Weller include $9,750 of annual premium payments on life insurance
provided under Mr. Weller's employment agreement. All other amounts
represent anticipated contributions by the Trust with respect to Fiscal
1996 under the non-qualified retirement plan approved during Fiscal 1995
in which Messrs. Weller, Rogers, Massimini and Linn are participants.

(3) Mr. Weller was not an employee or executive officer of the Trust prior to
January 31, 1994.

(4) Represents options granted to Mr. Weller in connection with his
acceptance of employment with the Trust.

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 Employment Agreement provides that Mr. Cohen is to
serve as chairman and chief executive officer of the Trust. Pursuant to the
1990 amendment, the employment term is currently on a year-to-year basis,
with automatic calendar year renewals

that will continue until written notice of termination is delivered at least
180 days prior to the end of the then- current term. The current annual base
compensation is $345,000, and the agreement provides that base compensation
cannot be unilaterally decreased by the Trust. Mr. Cohen was not a
participant in the Trust's defined benefit pension plan, which was terminated
during Fiscal 1995, nor is he a participant in the non-qualified retirement
plan which was established during Fiscal 1995 and in which the other
executive officers of the Trust named in the Summary Compensation Table are
participants. Following the termination of Mr. Cohen's employment for any
reason (including expiration of the term) other than termination for
specified cause, the Trust is required to make payments to Mr. Cohen and, in
the event his wife survives him, to Mr. Cohen's widow. Post-termination
payments to Mr. Cohen are to continue for the balance of his lifetime at a
rate equal to, subject to an annual cost-of-living adjustment, 50% of the
rate of Mr. Cohen's highest annual basic compensation during his employment
with the Trust. If Mr. Cohen is survived by his wife, the Trust is to pay her
for the balance of her lifetime at a rate equal to, subject to an annual
cost-of-living adjustment, (i) 25% of the rate of Mr. Cohen's highest annual
basic compensation during Mr. Cohen's employment with the Trust or (ii) if
higher than the rate specified in subclause (i), 50% of the rate of the
adjusted payments to which Mr. Cohen shall have been entitled at the time of
his death. During fiscal 1996, the Trust was not required to accrue on its
financial statements any additional amount in respect of the aforementioned
post-termination payments. As of the end of fiscal 1996, such accrual equals
approximately $1,045,000. The Employment Agreement also requires the Trust to
maintain $150,000 of life insurance coverage on Mr. Cohen's life, payable to
beneficiaries designated by Mr. Cohen.

The Trust entered into an Employment Agreement with Mr. Weller on December
14, 1993. The Employment Agreement provides that Mr. Weller is to serve as
President and Chief Operating Officer of the Trust with responsibility for
the day-to-day management of the Trust. The employment term, which began on
January 31, 1994, is three years, a period that is automatically extended, as
of January 31, 1996 and each January 31 thereafter, for a new three year term
beginning on such January 31 unless the Trust gives Mr. Weller written notice
at least 60 days prior to January 31 in a year that the term is not to be
extended as of such January 31. The agreement further provides for an initial
annual base salary of $275,000 and provides that if the annual salary is
increased, such increased annual salary thereafter constitutes the annual
base salary for purposes of the agreement. Mr. Weller's annual base salary
under the agreement currently is $295,000. In accordance with the Employment
Agreement, on December 14, 1993, the Trust granted Mr. Weller non-qualified
stock options to purchase 100,000 Shares of the Trust at an exercise price
equal to the fair market value of the Shares on such date. See "ADDITIONAL
INFORMATION -- Stock Option Plans" below. The Trust is required to provide
certain employee benefits to Mr. Weller, including $1,500,000 life insurance.
Mr. Weller is required to invest a minimum of $250,000 in Shares of the
Trust. Upon a termination of employment by Mr. Weller for specified good
reason (including delivery by the Trust of written notice that the term of
the agreement is not to be renewed for a new three-year period) or by the
Trust other than for cause, disability or death, Mr. Weller is entitled to
receive a lump-sum cash payment equal to the sum of any unpaid annual base
salary through the date of termination and the amount of annual base salary
that would have been paid during the remaining term of employment, discounted
on a present value basis. The Employment Agreement provides that all options
to purchase Shares granted to Mr. Weller vest and become immediately
exercisable upon a change of control of the Trust or upon a termination of
employment by the Trust without cause or by Mr. Weller for good reason or
upon Mr. Weller's death or disability. The Employment Agreement provides
that, in the event any payments to Mr. Weller result in the imposition on Mr.
Weller of an excise tax under Section 4999 of the Internal Revenue Code, the
Trust shall pay Mr. Weller an additional amount sufficient to reimburse him
for such excise tax.

The Trust has employment agreements with Messrs. Rogers, Massimini, and
Linn. All of the employment agreements expire on September 30, 1997 with
automatic one-year renewals that continue until written notice of termination
is delivered at least 180 days (90 days in the case of Mr. Linn) prior to the
end of the then current term. Mr. Rogers serves as Executive Vice President,
Mr. Massimini serves as Senior Vice President-Finance and Treasurer, and Mr.
Linn serves as Senior Vice President-Acquisitions and Secretary. The
Employment Agreements specify the initial annual basic compensation and
provide that if the annual basic compensation is subsequently increased, such
increased amount will thereafter constitute the basic compensation
thereunder. The current annual basic compensation for Mr. Rogers, Mr.
Massimini, and Mr. Linn is $190,000, $125,000, and $130,000, respectively.

STOCK OPTION TABLES

The following table sets forth certain information with respect to options
to purchase Shares granted to certain executive officers named in the Summary
Compensation Table during the fiscal year ended August 31, 1996. Mr. Cohen
was not granted options in the fiscal year ended August 31, 1996.

OPTIONS GRANTED IN FISCAL 1996

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

Jonathan B. Weller 20,000(2) 39.6% $20.375 12/01/05 $259,419 $657,419
Robert G. Rogers 5,000(3) 9.9% $20.375 12/01/05 $ 64,855 $164,355
Dante J. Massimini 5,000(3) 9.9% $20.375 12/01/05 $ 64,855 $164,355
Jeffrey A. Linn 10,000(4) 19.8% $20.375 12/01/05 $129,710 $328,709

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(1) These amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the end of the option term.
These gains are based on assumed rates of share appreciation of 5% and
10% compounded annually from the date the respective options were granted
to their expiration date. The assumed annual rates 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.

(2) Consists of a non-qualified stock option exercisable in four equal and
consecutive annual installments of 5,000 shares each, commencing on
January 1, 1997.

(3) Consists of a non-qualified stock exercisable in four successive annual
installments of 1,125 shares each, commencing January 1, 1997.

(4) Consists of a non-qualified stock option exercisable in four equal and
consecutive annual installments of 2,500 shares each, commencing on
January 1, 1997.
The following table sets forth certain information as to the exercise of
options to purchase Shares during the fiscal year ended August 31, 1996
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, 1996 AND AUGUST
31, 1996 OPTION VALUES

Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired August 31, 1996 August 31, 1996(1)
on Value -------------------------------- --------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
------------------ ---------- ---------- ------------- --------------- ------------- ---------------

Sylvan M. Cohen -- -- 14,245 70,755 $13,125 $45,625
Jonathan B. Weller -- -- 57,355 97,645 19,307 $77,568
Robert G. Rogers -- -- 19,359 32,641 52,340 $22,223
Dante J. Massimini -- -- 12,217 27,158 12,065 $25,982
Jeffrey A. Linn -- -- 11,787 34,463 10,197 $38,709

- ------
(1) In-the-money options are those where the fair market value of the
underlying securities exceeds the exercise price of the option. All of
the options held by the named executive officers were in-the-money except
for options granted in December 1993. Dollar amounts shown represent the
difference between the option exercise price and the fair market value of
the Shares at August 31, 1996. The closing price of the Shares on August
31, 1996 was $20.625 per Share.

STOCK OPTION PLANS

Pursuant to the Trust's Amended Incentive and Non-Qualified Stock Option
Plan (the "Employee Plan"), incentive stock options designed to qualify under
Section 422A of the Internal Revenue Code and non-qualified

stock options to purchase up to an aggregate of 400,000 of the Trust's Shares
may be issued by the Trust to officers and key employees of the Trust. The
Employee Plan is administered by a committee of the Board, currently the
Executive Compensation and Human Resources Committee, which has authority to
determine the persons to whom options will be granted, the number of option
shares, the exercise price, the date of grant, and the term of options
granted under the Employee Plan. The Employee Plan requires that the exercise
price not be less than 100% of the fair market value of the Shares on the
date of grant. In the event of death, permanent disability or retirement, all
options granted become fully vested and exercisable.

The Company also has a 1990 Option Plan for Non-Employee Trustees (the
"Trustee Plan"). Under the Trustee Plan, non-qualified stock options to
purchase up to an aggregate of 100,000 of the Trust's Shares may be issued by
the Trust to Trustees of the Trust who are not employees of the Trust or any
affiliate of the Trust. Options to purchase 1,000 Shares are granted
automatically to each non-employee Trustee on the last trading day in January
of each of the years 1991 through 1997. In addition, under the Trustee Plan,
a first grant of options to purchase 1,000 Shares was made to each
non-employee Trustee on December 20, 1990. The Trustee Plan requires that the
exercise price of options issued under the plan not be less than 100% of the
fair market value of the Shares on the date of grant. The options issued
under the Trustee Plan become exercisable in four equal annual installments
commencing on the first anniversary of the grant date except that the first
installment of the options granted under the plan on December 20, 1990 became
exercisable on January 31, 1991. Options granted under the Trustee Plan
expire ten years from the grant date, subject to earlier termination under
certain circumstances specified in the plan.

In accordance with the terms of Mr. Weller's Employment Agreement with the
Trust, the Trust adopted the 1993 Jonathan B. Weller Non Qualified Stock
Option Plan (the "Weller Plan"). Under the Weller Plan, on December 14, 1993
the Trust granted Mr. Weller options to purchase 100,000 Shares at an
exercise price equal to the fair market value of the Shares on such date.
Such options have a term of ten years and become exercisable in four equal
annual installments of 25,000 Shares each, commencing on the first
anniversary of the grant date, subject to earlier vesting and exercisability
under certain specified circumstances.

BENEFIT PLANS

The Trust maintains a 401(k) profit sharing and retirement savings plan in
which substantially all of the officers and employees are eligible to
participate and a non-qualified plan in which the executive officers named in
the Summary Compensation Table other than Mr. Cohen are participants. Under
the non-qualified retirement plan, the Trust is required to make defined
contributions to the plan annually in amounts equal to amounts that would
have been required to be contributed under the Trust's defined benefit
pension plan, which was terminated in fiscal 1995, in order to fund the
targeted retirement benefit (after taking into account amounts distributed
under the terminated defined benefit pension plan, together with an assumed
rate of return thereon).

TRANSACTIONS WITH MANAGEMENT

During fiscal 1996, the Trust paid or accrued fees and costs to the
Philadelphia law firm of Drinker Biddle & Reath, 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 of the Trust, are of counsel to
such firm. During fiscal 1996, the Trust paid Drinker Biddle & Reath $60,000
to reimburse the firm for office and secretarial expenses for Sylvan M. Cohen
in respect of the period from January 1, 1996 to August 31, 1996.

BOARD MATTERS

The Trust has a standing Audit Committee and a standing Executive
Compensation and Human Resources Committee. There is no standing nominating
committee.

The Audit Committee, currently comprised of Messrs. Jack Farber, Lee H.
Javitch and Jeffrey P. Orleans, met twice during the 1996 fiscal year. The
principal duties of the Audit Committee are to recommend independent public
accountants for appointment by the Trust; to review with the independent
accountants the planned scope and results of the annual audit and their
reports and recommendations; and to review with the independent accountants
matters relating to the Trust's system of internal controls.

The Executive Compensation and Human Resources Committee, currently
comprised of Messrs. Jack Farber, William R. Dimeling and Lee H. Javitch, met
once during the 1996 fiscal year. The principal duties of the Executive
Compensation and Human Resources Committee are to recommend compensation
arrangements for the executive officers of the Trust, and to administer the
Trust's Amended Incentive and Non-Qualified Stock Option Plan.

In addition to the Executive Compensation and Human Resources Committee
and the Audit Committee, the Trust has a standing Property Committee. The
Property Committee currently comprised of Messrs. William Dimeling, Jeffrey
Orleans, Sylvan Cohen and Jonathan Weller, met twice in the 1996 fiscal year.
The principal duties of the Property Committee are to review acquisitions and
dispositions of portfolio properties proposed by management and make
recommendations thereon to the Board of Trustees.

In fiscal 1996, the Board of Trustees met four times. Trustees who are not
officers of the Trust receive an annual retainer of $7,000 plus $1,250 per
Board of Trustees meeting attended and $750 per committee meeting attended.
All of the directors other than Messrs. Dimeling, Javitch and Korman attended
at least 75% of Board and applicable committee meetings in fiscal 1996.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Trust's executive officers and directors and
persons who own more than ten percent of a 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 the reports received by it,
and written representations, if any, received from reporting persons with
respect to the filing of reports on Form 3, 4 and 5, the Trust believes that
all filings required to be made by the reporting persons for Fiscal 1996 were
made on a timely basis, except that two transactions effected by Mr. Orleans,
one in Fiscal 1995 and one in Fiscal 1996, were reported late on a Form 5.

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

During fiscal 1996, Sylvan M. Cohen served on the Compensation Committee
of FPA Corporation, and the Chairman of the Board and Chief Executive Officer
of FPA Corporation, Jeffrey P. Orleans, served as a Trustee of the Trust.

REPORT OF EXECUTIVE COMPENSATION AND HUMAN
RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION

The Trust's compensation for executive officers 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 that govern the Trust's
Amended Incentive and Non Qualified Stock Option Plan. The Committee consists
of three outside Trustees of the Trust, none of whom has ever been an
employee 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:

o 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.

o 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.

o 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 recommends
compensation levels of the Trust's executive officers, on an annual basis, to
the Board of Trustees.

The Committee also periodically awards discretionary 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

PERFORMANCE GRAPH

The graph below compares the Trust's cumulative shareholder return with
the cumulative total return of the S&P 500 and the index of all equity real
estate investment trusts excluding health care real estate investment trusts
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. The graph assumes that the value of the investment in each of the
three was $100 at August 31, 1991 and that all dividends were reinvested.

(August 31, 1991 = $100.00)
225|------------------------------------------------------------------|
| |
| |
| |
| |
200|------------------------------------------------------------------|
| |
| &
| #
| |
175|------------------------------------------------------------------|
D | |
O | & |
L | & # |
L | & |
A 150|------------------------------------------------------------------|
R | *
S | * * |
| * |
| # |
125|------------------------------------------------------------------|
| # |
| & |
| * |
* # |
100&------------------------------------------------------------------|
# |
| |
| |
| |
75|------------|-----------|-------------|-------------|-------------|
1991 1992 1993 1994 1995 1996

*=Trust &=Equity w/o Health Care #=S&P 500

PRINCIPAL SECURITY HOLDERS

The following table sets forth certain information as of October 1, 1996
concerning beneficial ownership of the Trust's Shares by the only persons
shown by Securities and Exchange Commission records or the Trust's records to
own beneficially more than 5% of the Trust's Shares:

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

Certificates of Beneficial Sylvan M. Cohen 665,415 (1) 7.7%
Interest 1100 P.N.B. Building
1345 Chestnut Street
Philadelphia, PA 19107

Certificates of Beneficial Leonard I. Korman 472,765 (2) 5.4%
Interest Two Neshaminy Interplex
Trevose, PA 19047

- ------
(1) See footnote 6 to table appearing under the heading "ELECTION OF
TRUSTEES."

(2) See footnote 4 to table appearing under the heading "ELECTION OF
TRUSTEES."

OTHER MATTERS

The Trust has selected Arthur Andersen LLP to be its principal independent
public accountants for the current fiscal year. The accounting firm has been
the principal independent public accountants of the Trust for more than
twenty-five 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 LLP will be given an
opportunity to make a statement, if they so desire.

The management of the Trust knows of no matters other than those stated
above to come before the meeting. However, if any other matters should
properly come before the meeting, the enclosed proxy confers discretionary
authority with respect thereto.

SHAREHOLDERS' PROPOSALS

Under Securities and Exchange Commission rules, certain shareholder
proposals may be included in the Trust's proxy statement. Any shareholder
desiring to have such a proposal included in the Trust's proxy statement for
the Annual Meeting to be held in 1996 must deliver a proposal in full
compliance with Rule 14a-8 under the Securities Exchange Act of 1934 to the
Trust's executive offices not later than July 19, 1997.

By Order of the Board of
Trustees

Jeffrey A. Linn
Secretary

November 15, 1996

FOR all WITHHOLD WITHHOLD
nominees listed AUTHORITY to AUTHORITY
except as marked vote for all VOTE FOR
nominees listed

THE SHARES REPRESENTED BY THIS PROXY, DULY EXECUTED, WILL BE VOTED
AS INSTRUCTED ABOVE. IF INSTRUCTIONS ARE NOT GIVEN, THEY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 ABOVE.
You are urged to sign and return this proxy so that you may be
sure that your shares will be voted.

Signature______________________________________ Dated:__________________, 1996
Please sign exactly as your name appears hereon. When
certificate(s) are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned, revoking all prior proxies, hereby appoints SYLVAN M.
COHEN, LEE H. JAVITCH and WILLIAM R. DIMELING, and each and 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") held of record by the undersigned at
the close of business on November 8, 1996 at the Annual Meeting of Holders of
Certificates of Beneficial Interest to be held on Friday, December 20, 1996
and at any adjournment thereof.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE, NO POSTAGE REQUIRED.

(CONTINUED ON REVERSE SIDE)