The Brandywine offering includes $275 million of 4.5% unsecurednotes due Nov. 1, 2009 and $250 million of 5.4% notes due Nov. 1,2014. Brandywine guarantees the notes, and interest will be payablesemi-annually on May 1 and Nov. 1, beginning on May 1, 2005.Settlement of the offering is scheduled for Friday, Oct. 22.

All securities in the Brandywine offering are rated Baa3 byMoody's and BBB- by Standard & Poor's and Fitch. Jointbook-running managers are JP Morgan Securities and Bear, Stearns& Co. Citigroup Global Markets is senior co-manager of the 2014notes, and Bank of America Securities, Piper Jaffray & Co., andSunTrust Capital Markets are co-managers. Five firms areco-managers of the 2009 notes. They are Wachovia Capital Markets,BNY Capital Markets, PNC Capital Markets, Key Bank Capital Markets,and Wells Fargo Brokerage Services. Brandywine will use netproceeds to repay debt.

The initial purchaser to two offerings of AFR's 4.375%convertible senior notes due in 2024 exercised the option of buying$15 million more of the notes, raising the total issuance of thisseries to $450 million. The first offering of $300 million in noteswas completed on July 9, and the sale of an additional $135 millionwas executed on Oct. 1. The newest additional offering will closeon Thursday, Oct. 21.