Exhibit 3.1

                            BRANDYWINE REALTY TRUST
                             ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

                  FIRST: The Declaration of Trust of Brandywine Realty Trust,
a Maryland real estate investment trust (the "Company"), is hereby amended by
deleting existing Sections 6.6(g) and 6.6(l) of Article 6 in their entirety
and substituting in lieu thereof the following new Sections:

                           6.6(g) Remedies Not Limited. Subject to Section
                  6.6(1) hereof, nothing contained in this Section 6.6 shall
                  limit the authority of the Board of Trustees to take such
                  other action as it deems necessary or advisable to protect
                  the Trust and the interests of its Shareholders by
                  preserving the Trust's REIT status.

                           6.6(1) New York Stock Exchange Transactions.
                  Nothing in this Section 6.6 (including without limitation
                  the authority of the Board contained in Section 6.6(g)
                  hereof) shall preclude the settlement of any transaction
                  entered into through the facilities of the New York Stock
                  Exchange, any successor exchange or quotation system
                  thereto, or any other exchange or quotation system over
                  which the Shares may be traded from time to time. The fact
                  that the settlement of any transaction occurs shall not
                  negate the effect of any other provision of this Article 6
                  and any transferee in such a transaction shall be subject to
                  all of the provisions and limitations set forth in this
                  Article 6.

                  SECOND: The foregoing amendments to the Declaration of Trust
of the Company have been duly advised by the Board of Trustees of the Company
and approved by the shareholders of the Trust as required by law.

                  THIRD: The undersigned President acknowledges these Articles
of Amendment to be the trust act of the Company and, as to all matters or
facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.

                  IN WITNESS WHEREOF, the Company has caused these Articles of
Amendment to be signed in its name and on its behalf by its President and
attested to by its Secretary on this 15th day of May, 1998.

ATTEST:                                              BRANDYWINE REALTY TRUST



/s/ Mark S. Kripke                        /s/ Gerard H. Sweeney           (SEAL)
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Mark S. Kripke                            Gerard H. Sweeney
Assistant Secretary                       Chief Executive Officer 
                                          and President

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