Wachovia Securities is the book-running manager of the offering. Bear Stearns & Co. Inc. and Raymond James & Associates are co-managers. The underwriters are expected to be granted a 30-day over-allotment option to purchase up to an additional 300,000 preferred shares.

Meanwhile, through Brandywine Operating Partnership, the locally based REIT enters into an agreement with Commonwealth Atlantic Operating Properties Inc. to redeem all 1.95 million Series B preferred units for $93 million, plus accrued, but unpaid distributions from January 1, 2004. The units have an aggregate value of $97.5 million and accrue distributions at 7.25% a year. By repurchasing the Series B units, Brandywine will eliminate a fixed charge for the 7.25% annual dividend.

These actions follow a public offering of 2.3 million shares of common stock in mid-January that raised in excess of $60 million for the REIT. On the last business day of 2003, Brandywine also repurchased approximately three million shares of Series B cumulative convertible preferred stock from Five Arrows Realty Securities III for about $90 million, eliminating a fixed charge for an 8.75% annual dividend. At the same time, it substantially replaced those shares with an offering of two million shares of Series C preferred cumulative redeemable stock, raising approximately $50 million.

All these transactions follow a mid-October 2003 offering of 2.25 million shares of common stock, which raised about $57 million for the REIT. Brandywine trades under BDN on the NYSE.