SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the Securities~~Earliest ~~Exchange~~Event ~~Act~~Reported) August 4, ~~of 1934~~2004

~~Date~~Keystone ofProperty ~~report (Date of earliest event reported): April 21, 2004~~Trust

KEYSTONE PROPERTY TRUST

(Exact Name of Registrant as Specified in its Charter)

Maryland		1-12514		84-1246585
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Maryland

~~200~~(State ~~Four~~or ~~Falls,~~Other ~~Suite 208 West~~Jurisdiction ~~Conshohocken, PA 19428 (Address~~ of ~~Principal Executive Offices~~Incorporation)~~(Zip Code)~~

~~Registrant’s~~[ ~~telephone~~] ~~number,~~[ ~~including~~] ~~area~~(Commission ~~code:~~ File Number) (~~484~~I.R.S. Employer Identification No.) ~~530-1800~~ [Address] [Zip] (Address of Principal Executive Offices) (Zip Code)

~~Page 1~~[Phone]

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
	ITEM 9. REGULATION FD DISCLOSURE
SIGNATURES
KEYSTONE PROPERTY TRUST SUPPLEMENTAL INFO. PACKAGE
PRESS RELEASE DATED APRIL 20, 2004


	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Information and Exhibits.
SIGNATURES

~~ITEM~~Item 75. ~~FINANCIAL~~Other ~~STATEMENTS AND EXHIBITS~~Events.

~~(c)~~ On ~~EXHIBITS~~August 4, 2004, Keystone Property Trust, a Maryland real estate investment trust, announced, following the closing of its merger with a partnership indirectly owned by ProLogis, a Maryland real estate investment trust, and certain affiliates of investment funds managed by Eaton Vance Management, that it intends to liquidate and terminate its existence, effective September 3, 2004. A copy of the press release announcing the liquidation is included as an exhibit to this report and is incorporated herein by reference.

99.1		Keystone Property Trust Supplemental Information Package for the quarter ended March 31, 2004.
99.2		Press Release dated April 20, 2004 announcing results for the quarter ended March 31, 2004.

Item 7. Financial Statements, Pro Forma Information and Exhibits.

~~ITEM 9~~ (c) Exhibits. ~~REGULATION FD DISCLOSURE~~

The information contained in this Item 9 of this Current Report is also being furnished pursuant to “Item 12. Results of Operations and Financial Condition” of Form 8-K in accordance with SEC Release No. 33-8216; 34-47583.


Exhibit No.		Document Description
2.1		Articles of Merger merging Six Rivers REIT Merger Sub LLC with and into Keystone Property Trust, pursuant to the General Corporation Law of Maryland.

99.1		Press release, dated August 4, 2004.

Simultaneous with the issuance of a press release on April 20, 2004 announcing the Company’s results for the quarter ended March 31, 2004, the Company intends to make available supplemental information regarding the Company’s operations. The Company is attaching the supplemental information as Exhibit 99.1 ~~and the~~ ~~press release as Exhibit 99.2 to this Current Report on Form 8-K.~~

Note:Table the information in this report (including the exhibits) is furnished pursuant to Item 9 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Contents

~~Page 2~~SIGNATURES

~~Table~~ Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Net Operating Income


	KEYSTONE PROPERTY TRUST

Dated: August 5, 2004	By:	/s/ Andrea Karp

		Name:	Andrea Karp
		Title:	Vice President

~~The Company presents net operating income and same store net operating income~~2 on a cash and GAAP basis because the Company believes that it provides investors with useful information regarding the operating performance of properties that are comparable for the periods presented. For properties owned since December 31, 2002, the Company determines net operating income by subtracting property operating expenses from recurring rental and tenant reimbursement revenues. Same store net operating income is not an alternative to net income (determined in accordance with GAAP) and same store performance should not be considered an alternative to GAAP net income performance.

Page 3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KEYSTONE PROPERTY TRUST
Date: April 21, 2004	By:	/s/ Jeffrey E. Kelter
		Jeffrey E. Kelter President and Chief Executive Officer
Date: April 21, 2004	By:	/s/ Timothy E. McKenna
		Timothy E. McKenna Senior Vice President and Chief Financial Officer
Date: April 21, 2004	By:	/s/ J. Peter Lloyd
		J. Peter Lloyd Vice President and Chief Accounting Officer

Page 4

Table of Contents

Table of Contents

Table of Contents

Filing Compare · KEYSTONE PROPERTY TRUST