FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~UNITED~~THE ~~STATES~~ SECURITIES EXCHANGE ~~AND~~ACT ~~EXCHANGE~~OF ~~COMMISSION~~1934

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file Number 1-12286
Mid-Atlantic Realty Trust
(Exact Name of Registrant as Specified in its Charter)
Maryland			52-1832411
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)
170 West Ridgely Road, Suite 210 - Lutherville, Maryland			21093
(Address of Principal Executive Offices)			(Zip Code)
Registrant’s Telephone Number, Including Area Code (410) 684-2000
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file Number 1-12286

Mid-Atlantic Realty Trust

(Exact Name of Registrant as Specified in its Charter)

Maryland		52-1832411
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

170 West Ridgely Road, Suite 210 - Lutherville, Maryland		21093
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code (410) 684-2000

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ý Yes o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

ý Yes o No

As of ~~April~~August 234, 2003, 18,~~077~~082,~~245~~582 common shares of beneficial interest of Mid-Atlantic Realty Trust were outstanding.

MID-ATLANTIC REALTY TRUST

AND SUBSIDIARIES

Part I.		FINANCIAL INFORMATION

Item 1.		CONSOLIDATED FINANCIAL STATEMENTS

		CONSOLIDATED BALANCE SHEETS

		CONSOLIDATED STATEMENTS OF OPERATIONS

		CONSOLIDATED STATEMENTS OF CASH FLOWS

		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Item 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Item 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 4.		CONTROLS AND PROCEDURES

Part II.		OTHER INFORMATION

Item 1.		LEGAL PROCEEDINGS

Item 2.		CHANGES IN SECURITIES AND USE OF PROCEEDS

Item 3.		DEFAULTS UPON SENIOR SECURITIES

Item 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Item 5.		OTHER INFORMATION

Item 6.		EXHIBITS AND REPORTS ON FORM 8-K

MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES

Consolidated Balance Sheets

	As of
	March 31, 2003			December 31, 2002
	June 30, 2003			December 31, 2002
	(UNAUDITED)
ASSETS
Properties:
Operating properties	$	~~485~~483,~~536~~448,~~530~~087		484,213,751
Less accumulated depreciation and amortization	94,~~279~~210,~~611~~938			91,481,224
	391,256,919			392,732,527
	389,237,149			392,732,527
Properties in development	1617,~~643~~544,~~095~~170			14,975,500
Properties held for development or sale	3,095,805			3,288,171
	410,995,819			410,996,198
	409,877,124			410,996,198
Cash and cash equivalents	234,~~279~~154,~~411~~426			3,716,186
Notes and accounts receivable - tenants and other	4,~~811~~754,~~361~~790			3,833,527
Prepaid expenses and deposits	21,~~839~~868,~~472~~333			3,497,749
Deferred financing costs, net	32,~~048~~875,~~845~~734			2,299,712
	$	~~444~~423,~~974~~530,~~908~~407		424,343,372
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	9,696,647		8,891,268
Accounts payable and accrued expenses	$	8,426,048		8,891,268
Notes payable	4461,500,000			25,500,000
Construction loans payable	2216,~~324~~610,~~214~~343			20,414,330
Mortgages payable	~~192~~161,~~329~~363,~~282~~573			193,157,288
Convertible subordinated debentures	~~609~~539,000			959,000
Deferred income	9,437			9,437
	269,468,580			248,931,323
	248,448,401			248,931,323
Minority interest in consolidated joint ventures	32,~~492~~165,~~738~~210			32,648,800
Shareholders’ equity:
Preferred shares of beneficial interest, $.01 par value, authorized 2,000,000 shares, issued and outstanding, none	—			—
Common shares of beneficial interest, $.01 par value, authorized 100,000,000 shares, issued and outstanding 18,074,865 and 17,971,818 shares, respectively	180,749			179,718
Common shares of beneficial interest, $.01 par value, authorized 100,000,000 shares, issued and outstanding 18,082,217 and 17,971,818, respectively	180,822			179,718
Additional paid-in capital	~~177~~178,~~815~~061,~~002~~798			177,257,630
Distributions in excess of accumulated earnings	(3435,~~982~~325,~~161~~824		)	(34,674,099	)
	143,013,590			142,763,249
	142,916,796			142,763,249
	$	~~444~~423,~~974~~530,~~908~~407		424,343,372

See accompanying notes to consolidated financial statements.

MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES

Consolidated Statements of Operations

(UNAUDITED)

	Three months ended March 31,
	Three months ended June 30,					Six months ended June 30,
	2003			2002		2003		2002
REVENUES:
Minimum rents	$	14,~~773~~907,~~108~~589		1213,~~710~~952,~~274~~481		29,680,697		26,662,755
Percentage rents	~~399~~314,~~135~~222			~~356~~341,~~732~~844		713,357		698,576
Tenant recoveries	42,~~049~~902,~~318~~205			2,~~653~~841,~~081~~853		6,951,523		5,494,934
Other	50111,~~295~~595			~~175~~76,~~461~~768		161,890		252,229
	19,271,856			15,895,548
	18,235,611			17,212,946		37,507,467		33,108,494
EXPENSES:
Interest	43,~~270~~808,~~644~~465			4,~~194~~124,~~271~~453		8,079,109		8,318,724
Depreciation and amortization of property and improvements	2,~~798~~808,~~387~~535			2,~~906~~982,~~469~~990		5,606,922		5,889,459
Operating	43,~~967~~716,~~697~~713			3,~~433~~584,~~282~~921		8,684,410		7,018,203
General and administrative	~~941~~1,~~794~~655,521			~~718~~974,~~914~~482		2,597,315		1,693,396
	12,978,522			11,252,936
Other provisions and losses	—			108,953		—		108,953
EARNINGS FROM OPERATIONS BEFORE MINORITY INTEREST AND GAIN ON SALE OF LAND	6,293,334			4,642,612
	11,989,234			11,775,799		24,967,756		23,028,735
Minority interest	(1,023,488		)	(864,472	)
EARNINGS FROM OPERATIONS BEFORE MINORITY INTEREST AND GAIN ON SALE OF LAND	6,246,377			5,437,147		12,539,711		10,079,759
Gain on sale of land	14,320			—
Minority interest	(984,673		)	(934,643	)	(2,008,161	)	(1,799,115	)
NET EARNINGS	$	5,284,166		3,778,140
Gain on sale of land	—			—		14,320		—
NET EARNINGS PER SHARE - BASIC AND DILUTED	$	0.29		0.24
NET EARNINGS	$	5,261,704		4,502,504		10,545,870		8,280,644
NET EARNINGS PER SHARE - BASIC and DILUTED	$	0.29		0.25		0.58		0.49

See accompanying notes to consolidated financial statements.

MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(UNAUDITED)

	Three months ended March 31,
	Six months ended June 30,
	2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	510,~~284~~545,~~166~~870		38,~~778~~280,~~140~~644
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	2,798,387			2,906,469
Other provisions and losses	—			108,953
Minority interest in earnings	1,023,488			864,472
Depreciation and amortization	5,606,922			5,889,459
Amortization of deferred financing costs	321,795			150,067
Minority interest in earnings	2,008,161			1,799,115
Amortization of deferred financing costs	576,192			295,422
Gain on sale of land	(14,320		)	—
Changes in operating assets and liabilities:
Decrease (increase) in assets	(319,557		)	1,059,480
Decrease in assets	708,153			2,091,248
Increase (decrease) in liabilities	805,379			(37,147	)
Decrease in liabilities	(465,220		)	(3,530,754	)
Other, net	~~130~~262,~~626~~323			91173,~~796~~715
Total adjustments	48,~~745~~682,~~798~~211			56,~~035~~827,~~137~~158
NET CASH PROVIDED BY OPERATING ACTIVITIES	1019,~~029~~228,~~964~~081			815,~~813~~107,~~277~~802
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to properties	(24,~~941~~589,~~136~~595		)	(39,~~521~~178,~~981~~198	)
Proceeds from sale of land	206,686			—
Payments to minority partners	(12,~~179~~491,~~550~~751		)	(12,~~187~~221,~~503~~627	)
NET CASH USED BY INVESTING ACTIVITIES	(36,~~914~~874,~~000~~660		)	(411,~~709~~399,~~484~~825	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	52110,~~000~~500,000			3049,~~000~~500,000
Principal payments on notes payable	(3374,~~000~~500,000		)	(5060,~~500~~000,000	)
Proceeds from mortgages payable	—			10,700,000
Principal payments on mortgages payable	(~~828~~31,~~006~~793,715		)	(719,~~769~~464,~~246~~328	)
Proceeds from construction loans payable	24,~~003~~794,~~139~~565			2,~~800~~868,~~000~~477
Principal payments on construction loans payable	(938,~~255~~598,552		)	(11,~~059~~145,~~973~~224	)
Deferred financing costs	(1,~~071~~153,~~812~~217		)	(18100,~~472~~157	)
Proceeds from exercise of share options	3034,~~805~~715			~~614~~1,~~692~~045,568
Net proceeds from sale of common shares	—			2832,~~584~~844,~~817~~103
Dividends paid	(511,~~592~~197,~~228~~595		)	(49,~~489~~727,~~232~~888	)
Other, net	(1,382		)	—
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	13,447,261			(1,137,414	)
NET CASH USED BY FINANCING ACTIVITIES	(11,915,181		)	(3,479,449	)
NET INCREASE IN CASH AND CASH EQUIVALENTS	19438,~~563,225~~240			2228,~~966,379~~528
CASH AND CASH EQUIVALENTS, beginning of period	3,716,186			2,602,202
CASH AND CASH EQUIVALENTS, end of period	$4,154,426	~~23,279,411~~		52,~~568~~830,~~581~~730
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Conversion of subordinated debentures, net of deferred financing costs	$	~~349~~418,~~116~~997		~~257~~1,~~982~~985,397
Conversion of Operating Partnership Units	—			~~311~~340,~~610~~280
Additional Operating Partnership Units issued	—			281,612

See accompanying notes to consolidated financial statements.

MID-ATLANTIC REALTY TRUST

Notes To Consolidated Financial Statements

(UNAUDITED)

Organization

Mid-Atlantic Realty Trust was incorporated June 29, 1993, and commenced operations effective with the completion of its initial public share offering on September 11, 1993. Mid-Atlantic Realty Trust qualifies as a real estate investment trust (“REIT”) for Federal income tax purposes. As used herein, the term “MART” or the “Company” refers to Mid-Atlantic Realty Trust and entities owned or controlled by MART, including MART Limited Partnership (the “Operating Partnership”).

Description of Business

The Company is a fully integrated, self-administered real estate investment trust which owns, acquires, develops, redevelops, leases and manages primarily neighborhood or community shopping centers in the Middle Atlantic region of the United States of America.

The Company has an equity interest in 41 operating shopping centers, 36 of which are wholly owned by the Company and five in which the Company has interests ranging from 50% to 93%, as well as other commercial properties, collectively the “Properties”. The Company also owns approximately 78 acres of undeveloped land parcels varying in size from ~~three~~3 to ~~twenty-nine~~29 acres.

All of MART’s interests in properties are held directly or indirectly by, and all of its operations relating to the Properties are conducted through the Operating Partnership. Units of partnership interest in the Operating Partnership (“Units”) may be exchanged by the limited partners for cash or common shares of beneficial interest in MART at the option of the Company on a one-for-one basis. MART controls the Operating Partnership as the sole general partner, and owns approximately 86% of the Units at ~~March 31~~June 30, 2003.

Pending Merger with Kimco Realty Corporation

On June 18, 2003, the Company and Kimco Realty Corporation (“Kimco”) announced that the two companies entered into a definitive merger agreement, which was amended on July 14, 2003 (the “Merger Agreement”). Under the terms of the Merger Agreement, which was unanimously approved by the Boards of both companies, Kimco will acquire all of the outstanding shares of the Company for $21.00 per share in a cash transaction in which the Company will merge with and into Kimco Acquisition Real Estate Investment Trust (“Kimco Acquisition”), a Kimco subsidiary, with Kimco Acquisition as the surviving entity.

The merger is subject to customary closing conditions and the approval of the Company’s shareholders. The merger is currently expected to close on or about (but in no event before) September 15, 2003. The Merger Agreement provides that the quarterly dividend will be suspended; however, if the closing does not occur on September 15, 2003, the purchase price per share will be increased by an amount equal to the current annual dividend per share of $1.24, divided by 365, or $.0034 per day for each day following September 15, 2003 until the merger is closed. The proposed merger, if consummated, would result in the Company no longer being a publicly traded company.

A copy of the Merger Agreement was included as an exhibit to a Form 8-K that the Company filed with the SEC on July 15, 2003.

Consolidated Financial Statements

The accompanying consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all of the information necessary for a fair presentation of financial condition, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America. The consolidated balance ~~sheet~~sheets as of ~~March 31~~June 30, 2003, the consolidated statements of operations for the three and six-month periods ~~ended~~ ~~March 31~~ended June 30, 2003 and ~~March 31~~June 30, 2002 and the consolidated statements of ~~cash~~ cash flows for the ~~three~~six-month periods ended ~~March 31~~June 30, 2003 and ~~March 31~~June 30, 2002 have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only ~~normal~~ normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows have been included. The results of operations for the period ~~ended~~ ~~March~~ended 31June 30, 2003 are not necessarily indicative of the operating results for the full year.

The financial statements have been prepared using the accounting policies described in the Company’s 2002 annual report on Form 10-K, except that effective January 1, 2003, the Company began using the fair-value method to account for employee stock compensation awards. The effect of the change was immaterial.

New Accounting Standards

In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” ~~Upon adoption of~~ SFAS No. 145, requires the Company ~~will be required~~ to apply the criteria in Accounting Principles Board (“APB”) Opinion No. 30, “Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” in determining the classification of gains and losses resulting from the extinguishment of debt. The Company adopted the provisions relating to the rescission of SFAS No. 4 on January 1, 2003. Upon ~~and~~adoption, the Company determined that gains and losses ~~previously~~on ~~recognized as~~ early extinguishment of debt ~~were~~previously ~~not~~recognized as extraordinary items ~~under~~were ~~the~~not ~~criteria~~extraordinary ~~of APB No~~items. ~~30; however~~ Accordingly, ~~there~~the ~~were~~Company ~~no gains~~reclassified ~~and~~the ~~losses~~extraordinary ~~from~~loss ~~extinguishment~~ of $108,953 ~~debt~~reported ~~during~~in the ~~three-month~~quarter ~~periods~~ ended ~~March~~June 30, 312002, ~~2003~~to other provisions and ~~2002~~losses.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” For 2002, the Interpretation required certain disclosures. Effective in 2003, the Interpretation requires recognition of liabilities at their fair value for newly issued guarantees. The adoption of Interpretation No. 45 had no effect on the financial statements, as the Company has no obligations within the scope of the Interpretation as of March 31, 2003.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based compensation and requires disclosure in both annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the method used on reported results. Effective January 1, 2003, the Company adopted the fair-value based method of accounting for stock-based compensation. The Company elected to use the prospective method of transition to the fair-value method provided in SFAS No. 148 and, accordingly, the method is being applied for all employee stock compensation awards granted, modified or settled on or after January 1, 2003.

~~New~~In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting ~~Standards~~and ~~(Continued)~~Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” For 2002, the Interpretation required certain disclosures. Effective in 2003, the Interpretation requires recognition of liabilities at their fair value for newly issued guarantees. The adoption of Interpretation No. 45 had no effect on the financial statements, as the Company has had no obligations within the scope of the Interpretation for the period ended June 30, 2003.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“VIEs”). This Interpretation addresses the consolidation of variable interest entities in which the equity investors lack one or more of the essential characteristics of a controlling financial interest or where the equity investment at risk is not sufficient for the entity to finance its activities without subordinated financial support from other parties. The Interpretation applies to VIEs created after January 31, 2003 and to VIEs in which the Company acquires an an interest after that date. Effective July 1, 2003, it also applies to VIEs in which the Company acquired an ~~interest~~ interest before February 1, 2003. The ~~Company does not expect that the~~ adoption of Interpretation No. 46 had ~~will~~no ~~have~~effect ~~a material impact~~ on the financial statements, as the Company has no VIEs as of June 30, 2003.

Segment Information

The Company’s only reportable segment is Shopping Centers. This segment includes the operation and management of shopping center properties, and revenues are derived primarily from rents and services to tenants. These properties are managed separately from the other property types owned by the Company because they require different operating strategies and management expertise.

Segment operating results are measured and assessed based on a performance measure known as Funds from Operations (“FFO”). FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net earnings (computed in accordance with accounting principles generally accepted in the United States of America), excluding cumulative effects of changes in accounting principles, extraordinary items and gains or losses from sales of operating properties, plus depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States of America. FFO is ~~not~~ not indicative that cash flows are adequate to fund all cash needs and should not be considered as an alternative to cash flows as a measure of liquidity. The Company’s FFO may not be comparable to the FFO of other REIT’s if they do not define similarly entitled items exactly as the Company defines them or if they interpret the NAREIT definition differently.

7Operating results for the segments are summarized as follows for the three-month periods ended June 30, 2003 and June 30, 2002:

Operating results for the segments are summarized as follows for the three-month periods ended March 31, 2003 and March 31, 2002:

	Three months ended June 30,
	2003				2002
	Shopping Centers		All Other	Total	Shopping Centers	All Other	Total
Revenues	$	17,640,559	595,052	18,235,611	16,599,256	613,690	17,212,946

Expenses, exclusive of depreciation and amortization of property and improvements	8,956,835		223,864	9,180,699	8,453,868	229,988	8,683,856
Other provisions and losses	—		—	—	108,953	—	108,953
Minority interest	971,328		13,345	984,673	916,264	18,379	934,643
FFO	$	7,712,396	357,843	8,070,239	7,120,171	365,323	7,485,494

	Three months ended March 31,
	2003				2002
	Shopping Centers		All Other	Total	Shopping Centers	All Other	Total
Revenues	$	18,678,671	593,185	19,271,856	15,338,670	556,878	15,895,548
Expenses, exclusive of depreciation and amortization of property and improvements	9,940,563		239,572	10,180,135	8,138,186	208,281	8,346,467
Minority Interest	1,001,959		21,529	1,023,488	846,247	18,225	864,472
Gain on sale of land	—		14,320	14,320	—	—	—
FFO	$	7,736,149	346,404	8,082,553	6,354,237	330,372	6,684,609

A reconciliation of FFO reported above to net earnings in the financial statements is summarized as follows:

	Three months ended March 31,
	Three months ended June 30,
	2003		2002
Operating results:
FFO	$	8,~~082~~070,~~553~~239	67,~~684~~485,~~609~~494
Depreciation and amortization of property and improvements	2,~~798~~808,~~387~~535		2,~~906~~982,~~469~~990
Net earnings	$	5,~~284~~261,~~166~~704	34,~~778~~502,~~140~~504

8Operating results for the segments are summarized as follows for the six-month periods ended June 30, 2003 and June 30, 2002:

Earnings Per Share

	Six months ended June 30,
	2003				2002
	Shopping Centers		All Other	Total	Shopping Centers	All Other	Total
Revenues	$	36,319,230	1,188,237	37,507,467	31,937,926	1,170,568	33,108,494

Expenses, exclusive of depreciation and amortization of property and improvements	18,897,396		463,438	19,360,834	16,592,054	438,269	17,030,323
Other provisions and losses	—		—	—	108,953	—	108,953
Minority interest	1,973,288		34,873	2,008,161	1,762,511	36,604	1,799,115
Gain on sale of land	—		14,320	14,320	—	—	—
FFO	$	15,448,546	704,246	16,152,792	13,474,408	695,695	14,170,103

~~Basic~~A ~~earnings~~reconciliation ~~per~~of ~~share~~FFO reported ~~(“EPS”)~~above isto ~~computed~~net ~~by dividing~~ earnings ~~available~~ toin ~~common shareholders by~~ the ~~weighted~~financial ~~average~~statements ~~number of common shares outstanding. Diluted EPS~~ is ~~computed~~ ~~after~~summarized ~~adjusting the numerator and denominator of the basic EPS~~as computation for the effects of all dilutive potential common shares outstanding during the period. The dilutive effects of convertible securities are computed using the “if-converted” method and the dilutive effects of options, warrants and their equivalents (including fixed awards and nonvested shares issued under share-based compensation plans) are computed using the “treasury stock” method.follows:

The following table sets forth information relating to the computation of basic and diluted earnings per share:

	Six months ended June 30,
	2003		2002
Operating results:
FFO	$	16,152,792	14,170,103
Depreciation and amortization of property and improvements	5,606,922		5,889,459

Net earnings	$	10,545,870	8,280,644

	Three months ended March 31,
	2003			2002
Numerator:
Net earnings	$	5,284,166		3,778,140
Dividends on unvested restricted share awards	(66,498		)	(62,519	)
Numerator for basic earnings per share-earnings available to common shareholders	5,217,668			3,715,621
Interest on subordinated debentures	19,874			90,430
Numerator for diluted earnings per share-earnings available to common shareholders	$	5,237,542		3,806,051
Denominator:(1)
Denominator for basic earnings per share-weighted average shares outstanding	17,853,035			15,427,779
Effect of dilutive securities:
Debentures	64,604			445,291
Unvested portion of restricted share awards and share options	97,546			114,720
Denominator for diluted earnings per share-adjusted weighted average shares	18,015,185			15,987,790

~~(1) Effects~~Earnings ofPer potentially dilutive securities are presented only in periods in which they are dilutive. At March 31, 2003, the convertible subordinated debentures, if converted, would produce an additional 58,000 shares and the Units, if exchanged, would produce an additional 3,020,776 shares.Share

~~Convertible~~Basic ~~Subordinated~~earnings ~~Debentures~~per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all dilutive potential common shares outstanding during the period. The dilutive effects of convertible securities are computed using the “if-converted” method and the dilutive effects of options, warrants and their equivalents (including fixed awards and nonvested shares issued under share-based compensation plans) are computed using the “treasury stock” method.

~~Effective~~The ~~September~~following ~~11,~~table ~~1993, the Company issued $60,000,000 of~~sets ~~convertible~~forth ~~subordinated~~information ~~debentures~~relating ~~at 7.625% scheduled~~ to ~~mature in September 2003. Interest on~~ the ~~debentures~~computation ~~is paid~~of ~~semi-annually~~basic ~~on March 15~~ and ~~September~~diluted ~~15. The~~earnings ~~debentures are convertible, unless previously redeemed, at any time prior to maturity into common shares of beneficial interest of the Company at $10.50~~ per ~~share, subject to certain adjustments. The balance of the~~ debentures, at March 31, 2003, of $609,000, if fully converted, would produce an additional 58,000 shares. The debentures are redeemable by the Company at any time at 100% of the principal amount thereof, together with accrued interest. The debentures are subordinate to all mortgages payable.share:

Sale of Common Shares of Beneficial Interest

	Three months ended June 30,					Six months ended June 30,
	2003			2002		2003		2002

Numerator:
Net earnings	$	5,261,704		4,502,504		10,545,870		8,280,644
Dividends on unvested restricted share awards	(65,905		)	(61,451	)	(132,403	)	(123,971	)
Numerator for basic earnings per share–earnings available to common shareholders	5,195,799			4,441,053		10,413,467		8,156,673
Interest on subordinated debentures	10,779			51,224		30,653		141,654
Numerator for diluted earnings per share–earnings available to common shareholders	$	5,206,578		4,492,277		10,444,120		8,298,327

Denominator:⁽¹⁾
Denominator for basic earnings per share–weighted average shares outstanding	17,863,021			17,501,026		17,848,263		16,470,129
Effect of dilutive securities:
Debentures	55,753			290,637		69,070		367,537
Unvested portion of restricted share awards and share options	124,943			93,448		111,881		88,404
Denominator for diluted earnings per share–adjusted weighted average shares	18,043,717			17,885,111		18,029,214		16,926,070

On(1) Effects ~~March 12, 2002, the Company completed the~~of ~~public~~potentially ~~offering~~dilutive ~~and~~securities ~~sale~~are ofpresented ~~2,000,000~~only ~~common~~in ~~shares~~periods ofin ~~beneficial~~which ~~interest~~they ~~at a~~are ~~price of $15~~dilutive.10 At ~~per~~June 30, ~~share~~2003, ~~and~~the convertible onsubordinated ~~April 4~~debentures, ~~2002~~if converted, would produce an additional ~~300~~ 51,~~000~~333 shares ~~were~~ ~~sold~~and at the ~~same~~Units, ~~price~~if ~~upon~~exchanged, ~~exercise~~would ofproduce ~~the~~an ~~underwriters’ over-allotment~~additional ~~option. The net proceeds of the sales of approximately $32~~3,~~836~~020,~~000~~776 ~~were used to repay two mortgage loans and pay down the unsecured line of credit~~shares.

9Convertible Subordinated Debentures

~~Share~~Effective September 11, 1993, the Company issued $60,000,000 of convertible subordinated debentures at 7.625% scheduled to mature in September 2003. Interest on the debentures is paid semi-~~Based~~annually on March 15 and September 15. The debentures are convertible, unless ~~Compensation~~previously ~~Plans~~redeemed, at any time prior to maturity into common shares of beneficial interest of the Company at $10.50 per share, subject to certain adjustments. The balance of the debentures, at June 30, 2003, of $539,000, if fully converted, would produce an additional 51,333 shares. The debentures are redeemable by the Company at any time at 100% of the principal amount thereof, together with accrued interest. The debentures are subordinate to all mortgages payable.

~~Through~~Sale ~~2002, the Company applied the intrinsic value method~~ of ~~accounting~~ ~~prescribed~~Common byShares APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations to account for share-based compensation plans. Under this method, compensation expense was recorded for awards of ~~stock or options to employees only if the market~~Beneficial price of the stock on the grant date exceeded the amount the employee was required to pay to acquire the stock. Effective January 1, 2003, the Company adopted the fair-value based method of accounting for share-based compensation costs. The Company elected to use the prospective method of transition to the fair-value method provided in SFAS No. 148 and, accordingly, the method is being applied for all employee stock compensation awards granted, modified or settled on or after January 1, 2003.Interest

~~The~~On March 12, ~~following~~2002, ~~table~~the ~~summarizes~~Company ~~pro~~completed ~~forma~~the ~~effects~~public onoffering and sale of ~~net~~2,000,000 ~~earnings~~common ~~and~~shares ~~net~~of ~~earnings~~beneficial interest at a price of $15.10 per share and ifon April 4, 2002, an additional 300,000 shares were sold at the ~~fair~~same price upon exercise of the underwriters’ over-~~value~~allotment ~~method~~option. The ~~had~~net ~~been~~proceeds ~~used~~of the sales of approximately $32,843,000 were used to ~~account~~repay ~~for~~two ~~all~~mortgage ~~stock-based~~loans ~~compensation~~and ~~awards~~pay ~~made~~down the ~~since~~unsecured ~~1995:~~line of credit.

	Three months ended March 31,
	2003		2002
Net earnings, as reported	$	5,284,166	3,778,140
Add: Share-based employee compensation expense included in reported net earnings	105,839		61,016
Deduct: Total share-based employee compensation expense determined under fair-value based method for all awards	154,908		110,085
Pro forma net earnings	$	5,235,097	3,729,071
Earnings per share:
Basic:
As reported	$	0.29	0.24
Pro forma	$	0.29	0.24
Diluted:
As reported	$	0.29	0.24
Pro forma	$	0.29	0.23

Share-Based Compensation Plans

10Through 2002, the Company applied the intrinsic value method of accounting prescribed by APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations to account for share-based compensation plans. Under this method, compensation expense was recorded for awards of stock or options to employees only if the market price of the stock on the grant date exceeded the amount the employee was required to pay to acquire the stock. Effective January 1, 2003, the Company adopted the fair-value based method of accounting for share-based compensation costs. The Company elected to use the prospective method of transition to the fair-value method provided in SFAS No. 148 and, accordingly, the method is being applied for all employee stock compensation awards granted, modified or settled on or after January 1, 2003.

~~Part I. FINANCIAL INFORMATION~~9

~~ITEM~~The 2.following table summarizes pro forma effects on net earnings and earnings per share if the fair-value method had been used to account for all stock-based compensation awards made since 1995:

MID-ATLANTIC REALTY TRUST

Three months ended June 30,

Six months ended June 30,

2003

2002

2003

2002

Net earnings, as reported

5,261,704

4,502,504

10,545,870

8,280,644

Add:

Share-based employee compensation expense included in reported net earnings

116,787

78,192

222,626

139,208

Deduct: Total share-based employee compensation expense determined under fair-value based method for all awards

165,856

127,261

320,764

237,346

Pro forma net earnings

5,212,635

4,453,435

10,447,732

8,182,506

Earnings per share:

Basic:

As reported

0.29

0.25

0.58

0.49

Pro forma

0.29

0.25

0.58

0.49

Diluted:

As reported

0.29

0.25

0.58

0.49

Pro forma

0.29

0.25

0.57

0.48

~~Management’s Discussion And Analysis Of Financial Condition And Results Of Operations~~10

~~The~~Part ~~following~~I. ~~discussion and analysis of operating results covers each~~FINANCIAL ~~of the Company’s business segments for the three-month periods ended March 31, 2003 and March 31, 2002.~~INFORMATION

~~Management~~ITEM ~~believes that a segment analysis provides the most effective means of understanding the business~~2. ~~Segment data is reported using the accounting policies followed by the Company for internal reporting to management. These policies are the same as those used for external reporting.~~

~~Portfolio Changes~~MID-ATLANTIC REALTY TRUST

~~The~~Management’s ~~operating~~Discussion ~~results~~And of shopping center properties are affected significantly by acquisition and disposition transactions and openings of newly developed or redeveloped properties. Information related to shopping center acquisitions and developments/redevelopments completed during 2003 and 2002 is summarized in the following table:Analysis

Property		Transaction or Opening Date
Acquisition
Greenbrier Shopping Center		August 2002
Development/Redevelopment
Perry Hall Super Fresh Shopping Center		April 2002

Of Financial Condition And Results Of Operations

~~Comparison of~~Pending ~~three~~Merger ~~months~~with ~~ended~~Kimco ~~March~~Realty ~~31, 2003 to three months ended March 31, 2002:~~Corporation

~~Shopping~~On ~~Center~~June 18, ~~Properties~~2003, the Company and Kimco Realty Corporation (“Kimco”) announced that the two companies entered into a definitive merger agreement, which was amended on July 14, 2003 (the “Merger Agreement”). Under the terms of the Merger Agreement, which was unanimously approved by the Boards of both companies, Kimco will acquire all of the outstanding shares of the Company for $21.00 per share in a cash transaction in which the Company will merge with and into Kimco Acquisition Real Estate Investment Trust (“Kimco Acquisition”), a Kimco subsidiary, with Kimco Acquisition as the surviving entity.

~~Operating~~The merger ~~results~~is ~~are~~subject ~~summarized~~to ascustomary ~~follows~~closing conditions and the approval of the Company’s shareholders. The merger is currently expected to close on or about (but in ~~thousands~~no event before): September 15, 2003. The Merger Agreement provides that the quarterly dividend will be suspended; however, if the closing does not occur on September 15, 2003, the purchase price per share will be increased by an amount equal to the current annual dividend per share of $1.24, divided by 365, or $.0034 per day for each day following September 15, 2003 until the merger is closed. The proposed merger, if consummated, would result in the Company no longer being a publicly traded company.

	Three months ended March 31,
	2003		2002
Revenues	$	18,679	15,339
Operating and interest expenses, exclusive of depreciation and amortization	9,941		8,138
Depreciation and amortization	2,705		2,789
Minority interest	1,002		846
Earnings from operations	$	5,031	3,566

A copy of the Merger Agreement was included as an exhibit to a Form 8-K that the Company filed with the SEC on July 15, 2003.

~~Revenues~~Critical ~~from~~Accounting shopping centers increased by $3,340,000 in 2003 due primarily to the operations of the property acquired and the development/redevelopment project opened in 2002 ($1,037,000), the impact of recognizing rents due from tenants under leases on a straight-line basis ($413,000), a significant increase in recovery income related to increased snowfall ($1,081,000) and other net rental and occupancy changes ($809,000).Policies

~~Operating~~The Company’s ~~and~~consolidated ~~interest~~financial ~~expenses~~statements ~~(exclusive~~have ~~of depreciation~~been ~~and~~prepared ~~amortization)~~in ~~for~~accordance with ~~shopping~~accounting ~~center~~principles ~~properties~~generally ~~increased~~accepted ~~by $1,803,000~~ in ~~2003~~the United States of America. ~~Operating~~Preparation ~~expenses~~of these ~~increased~~statements byrequires ~~$1,534,000~~management ~~due~~to ~~primarily~~make tocertain ~~the~~estimates ~~operations~~and ofjudgments that affect the ~~property acquired~~Company’s financial position and ~~the~~results ~~development/redevelopment~~of ~~project~~operations. A ~~opened~~summary inof ~~2002~~significant ~~($221,000)~~accounting policies and a ~~significant~~description ~~increase~~of inaccounting ~~expense~~policies ~~related~~that toare ~~increased~~considered ~~snowfall ($1,163,000). Interest~~critical ~~expense~~may ~~increased~~be ~~$269,000~~found ~~due~~in ~~primarily~~the toCompany’s ~~the~~Annual ~~property~~Report ~~acquired~~on ~~and~~Form 10-K for the ~~development/redevelopment~~ ~~property~~fiscal ~~opened~~year inended December 31, 2002 ~~($255~~,~~000),~~ ~~partially~~filed ~~offset by~~on ~~lower~~March 13, ~~rates~~2003. There onhave ~~variable~~been ~~rate~~no ~~debt~~changes ~~and~~in the ~~effects~~Company’s ofpolicies ~~debt~~or ~~refinancings and~~estimates ~~retirements. Depreciation~~since ~~and~~December 31, ~~amortization expense~~2002, ~~decreased~~except bythat ~~$84,000~~effective inJanuary 1, 2003, ~~due~~the Company ~~primarily~~began tousing the ~~effects~~fair-value ofmethod ~~fully depreciated~~to ~~assets~~account ~~($328,000),~~for ~~partially~~employee ~~offset~~stock compensation byawards. ~~the~~The ~~acquisition~~effect ~~and development/redevelopment~~of ~~project~~the ~~referred~~change towas ~~above ($176,000)~~immaterial.

11General

~~All~~The following discussion and analysis of operating results covers each ~~Other~~of ~~Properties~~the Company’s business segments for the three and six-month periods ended June 30, 2003 and June 30, 2002.

~~Operating~~Management ~~results~~believes that a segment analysis provides the most effective means of understanding the business. Segment data is reported using the accounting policies followed by the Company for internal reporting to management. These policies are ~~summarized~~the same as ~~follows~~those ~~(in~~used ~~thousands):~~for external reporting.

	Three months ended March 31,
	2003		2002
Revenues	$	593	557
Operating and interest expenses, exclusive of depreciation and amortization	239		208
Depreciation and amortization	93		118
Minority interest	22		18
Gain on sale of land	14		—
Earnings from operations	$	253	213

Portfolio Changes

~~There~~The ~~were~~operating noresults ~~significant~~of shopping center properties are affected ~~changes~~significantly inby ~~the~~acquisition ~~operating~~and ~~results~~openings of ~~all~~newly ~~other~~developed or redeveloped properties. Information related to shopping center acquisitions and developments/ redevelopments completed during 2003 and 2002 is summarized in the ~~period.~~following table:

Funds from Operations

Property		Transaction or Opening Date

Acquisition

Greenbrier Shopping Center		August 2002

Development/Redevelopment

Perry Hall Super Fresh Shopping Center		April 2002

The Company uses a supplemental performance measure along with net earnings to report its operating results. This measure is referred to as Funds from Operations (“FFO”). FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net earnings (computed in accordance with accounting principles generally accepted in the United States of America), excluding cumulative effects of changes in accounting principles, extraordinary items and gains or losses on sales of properties, plus depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States of America. FFO is not indicative that cash flows are adequate to fund all cash needs and should not be considered as an alternative to cash flows as a measure of liquidity. The Company’s FFO may not be comparable to the FFO of other REIT’s if they do not define similarly entitled items exactly as the Company defines them or if they interpret the NAREIT definition differently.11

~~FFO~~Comparison of ~~was $8,082,000 and $6,685,000 for the~~ three-months ended ~~March 31~~June 30, 2003 ~~and~~to ~~2002,~~three-months ~~respectively.~~ended June 30, ~~The reasons for significant changes in revenues and expenses comprising FFO by segment are described above.~~2002:

~~Liquidity~~Shopping Center ~~and Capital Resources~~Properties

OnOperating ~~March~~results ~~12,~~are ~~2002,~~summarized ~~the~~as ~~Company~~follows ~~completed the~~(in public offering and sale of 2,000,000 common shares of beneficial interest at a price of $15.10 per share and on April 4, 2002, an additional 300,000 shares were sold at the same price upon exercise of the underwriters’ over-allotment option. The net proceeds of the sales of approximately $32,836,000 were used to repay two mortgage loans and pay down the unsecured line of credit.thousands):

The Company had cash and cash equivalents of $23,279,411 at March 31, 2003. Included in the balance is $18,500,000 for the repayment of the Harford Mall mortgage, which was paid in full on April 1, 2003.

	Three months ended June 30,
	2003		2002
Revenues	$	17,641	16,599
Operating and interest expenses, exclusive of depreciation and amortization	8,957		8,454
Depreciation and amortization	2,722		2,863
Other provisions and losses	—		109
Minority interest	972		916
Earnings from operations	$	4,990	4,257

~~Net~~Revenues from ~~cash~~shopping ~~provided~~centers increased by ~~operating activities was~~ $101,~~030~~042,000 ~~and~~in ~~$8,813,000~~2003 ~~for~~due ~~the~~primarily ~~three-months~~to ~~ended~~the operations ~~March~~of ~~31,~~the ~~2003~~property acquired and ~~2002, respectively. The~~the ~~change~~development/redevelopment ~~in cash~~project ~~provided~~opened ~~by operating activities was due~~ in ~~part~~2002 to($674,000), the ~~factors~~impact ~~discussed~~of ~~above in~~recognizing ~~the~~rents ~~comparisons~~due offrom ~~operating results.~~ tenants ~~The~~under ~~level~~leases ofon ~~net~~a ~~cash~~straight-line ~~provided~~basis by($455,000) ~~operating~~and ~~activities~~other isnet ~~also~~rental ~~affected~~and occupancy bychanges, ~~the~~partially ~~timing~~offset ofby ~~receipt~~lower oftermination ~~revenues~~fees ~~and~~from ~~the~~former ~~payment of operating and interest~~tenants ~~expenses~~($499,000).

~~Net~~Operating and ~~cash~~interest ~~used~~expenses (exclusive of depreciation and amortization) for shopping center properties increased by ~~investing~~$503,000 ~~activities~~in ~~decreased~~2003. Operating expenses for shopping centers increased by $~~795~~135,000 due primarily to the operations of the property acquired and the development/redevelopment project opened in 2002 ($366,~~914,~~000); inand ~~2003~~general ~~from~~and administrative expenses increased by $4681,~~709,~~000 indue ~~2002~~primarily to increased costs relating to the Merger Agreement. ~~The~~ ~~decrease~~Interest ~~was~~expense decreased by $313,000 due primarily to the repayment of two mortgages ($574,000) and one construction loan ($105,000), partially offset by interest expense on debt related to ~~lower~~the ~~levels~~property ofacquired and the development/redevelopment ~~activity~~property opened in ~~2003~~2002 ($219,000) and the net effects of debt borrowings and refinancings.

~~Net cash provided by financing activities was~~Depreciation ~~$13,447,000 in 2003~~ and ~~net~~amortization ~~cash~~expense ~~used~~decreased by ~~financing activities was~~ $1141,~~137,~~000 in ~~2002. The~~ ~~change in cash flows from financing activities in~~ 2003 is due primarily to ~~net debt borrowings of~~the ~~$20,082,000~~effects ~~in 2003 as compared to net repayments~~ of ~~$25,829,000~~fully indepreciated ~~2002, partially~~assets ~~offset by an increase in deferred financing costs~~ ($1305,~~053,~~000) ~~primarily related to the renegotiation of the terms of the unsecured line of credit~~, ~~the~~partially ~~net~~offset ~~proceeds~~by ~~from~~ the ~~sale of common shares of beneficial interest~~ ~~($28,583,000)~~acquisition ~~in 2002~~ and andevelopment/redevelopment ~~increase~~project inreferred ~~dividends~~to ~~paid~~above ($1157,~~103,~~000) ~~due to increases in the number of common shares outstanding and the dividend per share~~.

12Other provisions and losses of $109,000 relate to a prepayment penalty associated with the repayment of a mortgage prior to its scheduled maturity.

~~Cautionary~~All ~~Disclosure~~Other ~~Relating to Forward Looking Statements~~Properties

~~Statements~~Operating ~~made~~results ~~in this document include forward looking statements under the federal securities laws. Statements that~~ are ~~not~~summarized historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend” and similar expressions are intended to identify forward looking statements. While these statements reflect the Company’s good faith beliefs based on current expectations, estimates and projections about (among other things) the industry and the markets in which the Company operates, they are not guarantees of future performance, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements, and should not be relied upon as ~~predictions~~follows ~~of future events. Factors which could impact future results include~~ (among other things) general economic conditions, local real estate conditions, oversupply of available space, financial condition of tenants, timely ability to lease or re-lease space upon favorable economic terms, agreements with anchor tenants, interest rates, availability of financing, competitive factors and similar considerations. The Company disclaims any obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise. For a discussion of risks and uncertainties that could cause actual results to differ materially from those contained in ~~the forward looking statements, see “Real Estate Investment Risks” filed as Exhibit 99.1 to the Company’s Form 10-K for the year ended December 31, 2002.~~thousands):

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

	Three months ended June 30,
	2003		2002
Revenues	$	595	614
Operating and interest expenses, exclusive of depreciation and amortization	224		230
Depreciation and amortization	86		120
Minority interest	13		19
Gain on sale of land	—		—
Earnings from operations	$	272	245

There were ~~have been~~ no ~~material~~ significant changes in the ~~Company’s~~operating ~~market~~results risk information since December 31, 2002, except that variable rate debt outstanding increased from $49,347,000 at December 31, 2002 to $70,351,000 at March 31, 2003. The March 31, 2003 balance includes an $18,500,000 draw on the unsecured line of ~~credit~~all ~~for~~other ~~the repayment~~properties ofduring the ~~Harford Mall mortgage, which was paid in full on April 1, 2003~~period.

1312

~~Part I.~~Comparison ~~FINANCIAL~~of ~~INFORMATION~~six-months ended June 30, 2003 to six-months ended June 30, 2002:

~~Item~~Shopping Center 4.Properties

~~MID-ATLANTIC~~Operating ~~REALTY~~results ~~TRUST~~are summarized as follows (in thousands):

Controls and Procedures

	Six months ended June 30,
	2003		2002
Revenues	$	36,319	31,938
Operating and interest expenses, exclusive of depreciation and amortization	18,897		16,592
Depreciation and amortization	5,428		5,652
Other provisions and losses	—		109
Minority interest	1,973		1,762
Earnings from operations	$	10,021	7,823

Revenues from shopping centers increased by $4,381,000 in 2003 due primarily to the operations of the property acquired and the development/redevelopment project opened in 2002 ($1,711,000), the impact of recognizing rents due from tenants under leases on a straight-line basis ($867,000) ~~Evaluation~~, an increase in recovery ofincome ~~disclosure~~related ~~controls~~to increased snowfall ($1,085,000) and ~~procedures~~other net rental and occupancy changes, partially offset by lower termination fees from former tenants ($632,000).

~~Within~~Operating ~~the~~and 90interest expenses ~~days~~(exclusive ~~prior~~of ~~to the~~depreciation ~~date~~and ofamortization) ~~this~~for ~~report~~shopping center properties increased by $2,305,000 ~~the~~in ~~Company~~2003. Operating ~~carried~~expenses ~~out~~for anshopping ~~evaluation,~~centers ~~under~~increased ~~the~~by $1,636,000 due ~~supervision~~primarily ~~and~~to ~~with~~increases in expenses related to increased snowfall ($1,167,000) and the ~~participation~~operations of the ~~Company’s~~property ~~management,~~acquired ~~including~~ and the ~~Company’s~~development/redevelopment project ~~President~~opened in 2002 ($259,000); and ~~Chief~~general ~~Executive~~and ~~Officer~~administrative ~~along~~expenses increased ~~with~~by $904,000 due primarily to increased costs relating to the ~~Controller,~~Merger ofAgreement. Interest expense decreased by $235,000 due primarily to the ~~effectiveness~~repayment of ~~the~~two ~~design~~mortgages ($698,000) and ~~operation~~one construction ofloan ~~the~~($111,000), ~~Company’s~~partially ~~“disclosure~~offset by interest expense on debt ~~controls~~related ~~and~~to ~~procedures”~~the ~~(“Disclosure~~property ~~Controls”)~~acquired and ~~its~~the ~~“internal~~development/redevelopment ~~controls~~property opened in 2002 ($473,000) and ~~procedures~~ ~~for~~the ~~financial~~net ~~reporting”~~effects ~~(“Internal~~of ~~Controls”)~~debt borrowings and refinancings.

~~Disclosure Controls~~Depreciation ~~are procedures that are designed with the objective of ensuring that~~and ~~information~~amortization ~~required~~expense todecreased beby ~~disclosed in our reports filed under the Securities Exchange Act of 1934 (“Exchange Act”)~~$224,000 ~~such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified~~ in ~~the~~2003 ~~Securities~~due ~~and~~primarily ~~Exchange Commission’s (“SEC”) rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated~~ to ~~our management, including~~ the ~~President and Chief Executive Officer and~~effects ~~Controller, as appropriate to allow timely decisions regarding required disclosure. Internal Controls are procedures which are designed with the objective~~ of ~~providing~~fully ~~reasonable assurance~~depreciated ~~that (1) our transactions are properly authorized; (2) our~~ assets ~~are safeguarded against unauthorized or improper use; and~~ (3$610,000) ~~our transactions are properly recorded and reported~~, ~~all~~partially tooffset ~~permit~~by the ~~preparation~~acquisition ~~of our financial~~and ~~statements~~development/redevelopment inproject ~~conformity~~referred ~~with~~to ~~accounting~~above ~~principles generally accepted in the United States of America~~($333,000).

~~(b) CEO~~Other provisions and losses of $109,000 relate to a prepayment penalty associated ~~CFO~~with ~~certifications~~the repayment of a mortgage prior to its scheduled maturity.

~~Appearing~~All ~~immediately following~~Other the Signatures section of this quarterly report there are “Certifications” of the President and Chief Executive Officer and the Controller. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This section of the quarterly report which you are currently reading is the information concerning the Evaluation referred to in the above statement and this information should be read in conjunction with the Certifications for a more complete understanding of the topics presented.Properties

~~(c) Limitations of~~Operating ~~the~~results ~~effectiveness~~are ofsummarized ~~controls.~~as follows (in thousands):

The Company’s management, including the President and Chief Executive Officer and Controller, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

	Six months ended June 30,
	2003		2002
Revenues	$	1,188	1,171
Operating and interest expenses, exclusive of depreciation and amortization	463		438
Depreciation and amortization	179		238
Minority interest	35		37
Gain on sale of land	14		—
Earnings from operations	$	525	458

~~(d) Conclusions~~There were no significant changes in the operating results of all other properties during the period.

Based upon the Evaluation, the Company’s President and Chief Executive Officer along with the Controller concluded that the Company’s Disclosure Controls are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings, and that our Internal Controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with accounting principles generally accepted in the United States of America.13

~~(e) Changes~~Funds ~~in Internal~~from ~~Controls.~~Operations

~~There~~The ~~were~~Company nouses ~~significant~~a supplemental performance measure along with net ~~changes~~earnings into report its operating results. This measure is referred to as Funds from Operations (“FFO”). FFO is defined by the ~~Company’s~~National ~~Internal~~Association ~~Controls~~of orReal Estate Investment Trusts, Inc. (“NAREIT”) as net earnings (computed in accordance ~~other~~with ~~factors~~accounting ~~that~~principles ~~could~~generally accepted in the United States ~~significantly~~of ~~affect~~America), ~~those~~excluding ~~Internal~~cumulative ~~Controls~~effects of changes in accounting principles, extraordinary ~~including~~items ~~any~~and ~~corrective~~gains ~~actions~~or losses on sales of properties, plus ~~with~~depreciation ~~regard~~and amortization and after adjustments to ~~significant~~record ~~deficiencies~~unconsolidated partnerships and ~~material~~joint ~~weaknesses~~ventures ~~within~~on the 90same basis. FFO does not represent cash ~~days~~flows ~~prior~~from operations as defined by accounting principles generally accepted in the United States of America. FFO is not indicative that cash flows are adequate to fund all cash needs and should not be considered as an alternative to cash flows as a measure of liquidity. The Company’s FFO may not be comparable to the ~~date~~FFO of ~~this~~other ~~report~~REIT’s if they do not define similarly entitled items exactly as the Company defines them or if they interpret the NAREIT definition differently.

FFO was $16,153,000 and $14,170,000 for the six-months ended June 30, 2003 and 2002, respectively. The reasons for significant changes in revenues and expenses comprising FFO by segment are described above.

~~Part~~Liquidity ~~II.~~and ~~OTHER~~Capital ~~INFORMATION~~Resources

~~MID-ATLANTIC~~The ~~REALTY~~Company ~~TRUST~~had cash and cash equivalents of $4,154,000 at June 30, 2003.

~~Other~~Net ~~Information~~cash provided by operating activities was $19,228,000 and $15,108,000 for the six-months ended June 30, 2003 and 2002, respectively. The change in cash provided by operating activities was due in part to the factors discussed above in the comparisons of operating results. The level of net cash provided by operating activities is also affected by the timing of receipt of revenues and the payment of operating and interest expenses.

~~Item~~Net 1cash used by investing activities decreased by $4,525,000 to $6,875,000 in 2003 from $11,400,000 in 2002. The ~~Legal~~decrease ~~Proceedings~~was due primarily to lower costs incurred on development/redevelopment projects in 2003.

InNet ~~the~~cash ~~ordinary~~used ~~course~~by financing activities increased by $8,436,000 to $11,915,000 in 2003 from $3,479,000 in 2002. The change in cash flows from financing activities in 2003 is due primarily to net debt borrowings of ~~business~~$402,000 in 2003 as compared to net repayments of $27,541,000 in 2002, partially offset by an increase in deferred financing costs ($1,053,000) primarily related to the ~~Company~~renegotiation isof the terms of the unsecured line of ~~involved~~credit, a decrease in ~~legal~~proceeds ~~proceedings. However~~from the exercise of share options, the net ~~there~~proceeds ~~are~~from nothe ~~material~~sale ~~legal~~of ~~proceedings~~common ~~pending~~shares ~~against~~of beneficial interest ($32,843,000) in 2002 and an increase in dividends paid ($1,470,000) in 2003 due to increases in the ~~Company~~number of common shares outstanding and the dividend per share.

~~Item~~Cautionary 2.Disclosure ~~Changes~~Relating into Forward ~~Securities~~Looking ~~and Use of Proceeds - None~~Statements

~~Item~~Statements 3made in this document include forward looking statements under the federal securities laws. Statements ~~Defaults~~that are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend” and similar expressions are intended to identify forward looking statements. While these statements reflect the Company’s good faith beliefs based on current expectations, estimates and projections about (among other things) the industry and the markets in which the Company operates, they are not guarantees of future performance, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements, and should not be relied upon ~~Senior~~as ~~Securities~~predictions of future events. Factors which could impact future results include (among other things) general economic conditions, local real estate conditions, oversupply of available space, financial condition of tenants, timely ability to lease or re-lease ~~None~~space upon favorable economic terms, agreements with anchor tenants, interest rates, availability of financing, competitive factors and similar considerations. The Company disclaims any obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise. For a discussion of risks and uncertainties that could cause actual results to differ materially from those contained in the forward looking statements, see “Real Estate Investment Risks” filed as Exhibit 99.1 to the Company’s Form 10-K for the year ended December 31, 2002.

~~Item 4. Submission of Matters to a Vote of Security Holders - None~~14

15ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

~~Part~~There have IIbeen no material changes in the Company’s market risk information since December 31, 2002, except that variable rate debt outstanding increased from $49,347,000 at December 31, 2002 to $78,110,000 at June 30, 2003. The June 30, 2003 balance includes an $18,500,000 draw on the ~~OTHER~~unsecured ~~INFORMATION~~line of credit for the repayment of the Harford Mall mortgage, which was paid in full on April 1, 2003, and an $8,500,000 draw for the repayment of the Lutherville Station construction loan, which was paid in full on May 1, 2003.

~~Item 5. Other Information - Selected Financial Data~~15

~~The~~Part ~~following table sets forth summary financial data, which has been prepared by the Company without audit~~I. ~~Management~~ ~~believes~~FINANCIAL ~~the following data should be used as a supplement to the historical statements of operations. The data should be read in conjunction with the historical financial statements and the notes thereto.~~INFORMATION

~~MID - ATLANTIC REALTY TRUST~~Item 4.

~~Selected~~MID-ATLANTIC ~~Financial~~REALTY ~~Data~~TRUST

~~(In~~Controls ~~thousands, except share data~~ and ~~per share data)~~Procedures

	Three months ended March 31,
	2003				2002
Revenues	$		19,272		15,896
Net earnings	$		5,284		3,778
Net earnings per share - basic and diluted	$		0.29		0.24
Total assets	$	444,975			392,000
Indebtedness -
Total mortgages, convertible debentures,
construction loans and notes payable	$	259,762			215,852
Net cash flow:
Provided by operating activities	$	10,030			8,813
Used by investing activities	$	(3,914		)	(4,709	)
Provided (used) by financing activities	$	13,447			(1,137	)
Cash dividends paid per share	$	0.310			0.295
Weighted average number of shares outstanding: EPS
Basic	17,853,035				15,427,779
Diluted	18,015,185				15,987,790
RECONCILIATION OF NET EARNINGS TO FFO(1)
Net earnings	$	5,284			3,778
Depreciation	2,798				2,907
FFO	$	8,082			6,685

(a) Evaluation of disclosure controls and procedures.

~~(1)~~ The Company ~~believes~~maintains disclosure ~~that~~controls ~~Funds~~and ~~from~~procedures ~~Operations (“FFO”)~~that ~~provides~~are ~~relevant~~designed ~~and~~to ~~meaningful~~ensure that information required ~~about~~to ~~its~~be ~~operating performance~~disclosed ~~that~~in isthe ~~necessary,~~Company’s ~~along~~reports ~~with~~filed ~~net~~under ~~earnings~~the Securities Exchange Act of 1934, ~~for~~such anas ~~understanding~~this ~~of its~~Quarterly ~~operating~~Report, ~~results. Funds~~is ~~from~~recorded, ~~operations~~processed, issummarized ~~defined~~and byreported within the ~~National~~time ~~Association~~periods ofspecified ~~Real~~in ~~Estate~~the ~~Investment~~Securities ~~Trusts, Inc.~~and ~~(“NAREIT”)~~Exchange asCommission ~~net~~rules ~~earnings~~and ~~(computed~~forms, inand ~~accordance~~that ~~with~~such ~~accounting~~information ~~principles~~is accumulated ~~generally~~and ~~accepted~~communicated into the ~~United~~Company’s ~~States~~management, ofincluding ~~America),~~the ~~excluding~~President ~~cumulative~~and Chief ~~effects~~Executive ofOfficer ~~changes~~and inController, ~~accounting~~as ~~principles~~appropriate, ~~extraordinary~~to ~~items~~allow ~~and~~for ~~gains~~timely ordecisions ~~losses~~regarding onrequired ~~sales~~disclosure. A control ~~of properties~~system, ~~plus~~no ~~depreciation~~matter ~~and~~how ~~amortization~~well conceived and ~~after adjustments~~operated, tocan ~~record~~provide ~~unconsolidated~~only reasonable, ~~partnerships~~not ~~and~~absolute, ~~joint~~assurance ~~ventures~~that onthe objectives of the control system ~~same~~are ~~basis~~met. ~~FFO~~Further, ~~does~~the ~~not~~design ~~represent~~of ~~cash~~a ~~flows~~control ~~from~~system ~~operations~~must asreflect ~~defined~~the byfact ~~accounting~~that ~~principles~~there ~~generally~~are ~~accepted~~resource inconstraints, and the ~~United~~benefits ~~States~~ of ~~America~~controls must be considered relative to their costs. ~~FFO~~These ~~is not~~inherent ~~indicative~~limitations include the realities that ~~cash~~judgments ~~flows~~in ~~are~~decision-making ~~adequate~~can tobe ~~fund~~faulty, ~~all~~and ~~cash~~that ~~needs~~breakdowns can ~~and~~occur ~~should~~because of simple error or mistake. ~~not~~Additionally, controls can be ~~considered~~circumvented asby anthe ~~alternative~~individual toacts ~~cash~~of ~~flows~~some persons, asby acollusion ~~measure~~of two or more people, or by management override of ~~liquidity.~~the control. The ~~Company’s~~design ~~FFO~~of ~~may~~any ~~not~~system beof controls ~~comparable~~also tois based in part upon certain assumptions about the ~~FFO~~likelihood of future ~~other~~events, ~~REIT’s~~and ifthere ~~they~~can dobe no assurance that any design will succeed in ~~not~~achieving ~~define~~its ~~similarly~~stated ~~entitled~~goals ~~items~~under ~~exactly~~all aspotential ~~the~~future ~~Company~~conditions; ~~defines~~over ~~them~~time, control may become inadequate because of changes in conditions, or ifthe degree ~~they~~of ~~interpret~~compliance with the ~~NAREIT~~policies ~~definition~~or ~~differently~~procedures may deteriorate.

16An evaluation of the effectiveness of these disclosure controls, as of the end of the period covered by this Quarterly Report on Form 10-Q, was carried out under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and Controller. Based on that evaluation, the Company’s management, including the President and Chief Executive Officer and Controller, has concluded that the Company’s disclosure controls and procedures are effective.

~~Part~~(b) ~~II. OTHER~~Changes ~~INFORMATION~~in internal control over financial reporting.

~~Item~~There were 6no significant changes in our internal control over financial reporting or in other factors during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~MID-ATLANTIC REALTY TRUST~~16

~~Exhibits~~Part ~~and~~II. ~~Reports on Form 8-K~~OTHER INFORMATION

~~(a) Exhibit~~MID-ATLANTIC ~~No.~~REALTY TRUST

~~3(a) Declaration of~~Other ~~Trust dated June 29, 1993 (incorporated by reference to Exhibit 3(a) to MART’s Registration Statement on Form S-11, File No. 33-66386).~~Information

~~3(b) By-laws (incorporated~~Item by1. ~~reference~~Legal toProceedings ~~Exhibit~~— ~~3(b)~~On toJune 19, 2003, two putative class action complaints were filed in the Circuit Court for Baltimore County, Maryland against the Company, MART Limited Partnership and each of the Company’s ~~Registration~~trustees. ~~Statement~~One complaint, Case No. C-03-006687, is styled as Lon C. Engel, Trustee of the Cindy Dubansky Trust, on ~~Form~~ behalf of the Trust and all others similarly situated, vs. David F. Benson, Marc P. Blum, Robert A. Frank, LeRoy E. Hoffberger, F. Patrick Hughes, M. Ronald Lipman, Daniel S. Stone, MART Limited Partnership, and Mid-11Atlantic Realty Trust. The second complaint, ~~File~~as amended, Case No. 33C-~~66386)~~03-006690, is styled as Hercules Barberis, on behalf of himself and all others similarly situated, vs. David F. Benson, Marc P. Blum, Robert A. Frank, LeRoy E. Hoffberger, F. Patrick Hughes, M. Ronald Lipman, Daniel S. Stone, MART Limited Partnership, Mid-Atlantic Realty Trust, and Kimco Realty Corporation. On June 20, 2003, a third putative class action complaint was filed in the Circuit Court of Baltimore County, Maryland, Case No. C-03-6740, styled as Hilda Rosenberg, on behalf of himself and all others similarly situated, vs. David F. Benson, Marc P. Blum, Robert A. Frank, LeRoy E. Hoffberger, F. Patrick Hughes, M. Ronald Lipman, Daniel S. Stone, MART Limited Partnership, and Mid-Atlantic Realty Trust.

~~3(c) Amendment~~ On July 29, 2003, tothe ~~Declaration~~cases ofwere consolidated, with the caption In Re Mid-Atlantic Realty Trust ~~dated~~Shareholders ~~August~~Litigation. On 4July 30, ~~1998~~2003, ~~(incorporated~~plaintiffs byfiled ~~reference~~a Consolidated toAmended Class Action Complaint, brought on behalf of the public ~~Exhibit~~shareholders 3of the Company’s common stock, which asserts two causes of action against the Company, MART Limited Partnership, each of the Company’s trustees, and Kimco Realty Corporation (c“Kimco”). The first cause of action alleges breach of fiduciary duties to ~~MART~~the Company’s ~~Annual~~shareholders. In ~~Report~~support onof this ~~Form~~cause ~~10-K~~of action, plaintiffs allege that the Company’s trustees have violated their fiduciary duties of loyalty and/or due care, in that they allegedly voted to enter into the Merger Agreement without due regard for the interests ~~year~~of ~~ended~~the ~~December~~Company’s public shareholders and because the Company’s trustees 31themselves will profit from the sale to Kimco, ~~1998)~~something they allegedly would not do if the Company remained independent and allegedly would not do to the same degree if the Company was sold to an entity other than Kimco at a higher price. Plaintiffs allege that, had the Company’s trustees complied with their fiduciary duties, they would not have agreed to sell the Company at this time, or would have fully and fairly shopped the Company and obtained a substantially higher price for the Company and its shareholders.

~~4(a) Specimen~~ Specifically, ~~certificate~~plaintiffs ~~for~~allege ~~Common~~that ~~Shares~~both the process used, and price agreed to, by the Company’s trustees in connection with the Merger Agreement was intrinsically unfair and inadequate. With respect to the process used, plaintiffs allege that the Company’s trustees conducted an inadequate auction or full market check and failed to consider the value of ~~Beneficial~~the Company ~~Interest~~as ~~(incorporated~~an independent entity, and that the Company’s trustees allegedly failed both to appoint an independent special committee and to retain an independent financial advisor. Plaintiffs allege that an independent special committee was necessary due to the alleged conflicts of interest created by ~~reference~~compensation each of the Company’s trustees will receive under the Merger Agreement, in the form of cash payments for accelerated stock options, bonus plans and/or severance agreements, as well as indemnification for their acts and omissions, all of which the Company’s public shareholders will not receive. Plaintiffs allege that this compensation would not be made if the Company’s remained an independent company, and, with respect to ~~Exhibit~~stock 4(options and indemnification, allegedly would not be likely to occur if the Company was sold to an entity other than Kimco. Plaintiffs allege that this compensation motivated the Company’s trustees to agree to sell the Company now rather than continue to operate the Company as an independent entity and/or seek a higher price from other potential acquirors, and that the terms and timing of the Merger Agreement allegedly evidence the Company’s trustees’ failure to exercise duties of due care and loyalty toward the Company’s shareholders. Plaintiffs allege that Wachovia Capital Markets, LLC (“Wachovia Securities”) was incapable of providing independent and disinterested financial advice because it allegedly had a disabling conflict of interest based on significant past and ongoing relationships it and its affiliates have with the Company and Kimco. Plaintiffs also allege that Wachovia Securities’ analysis was flawed for the additional reason that it failed to determine the liquidation value of the Company. With respect to the price agreed to by the Company’s trustees, plaintiffs allege that the consideration the shareholders are to receive under the Merger Agreement is unfair and inadequate because the intrinsic value of the Company’s common shares is allegedly greater than the amount offered by Kimco, because the takeover premium plaintiffs will receive is somehow inadequate, and because only the limited partners of MART Limited Partnership will allegedly be able to share in the Company’s ~~Registration~~future ~~Statement~~growth. Plaintiffs further onallege ~~Form~~that ~~S-11~~the unfairness of the Merger Agreement’s terms is compounded by the alleged disparity in knowledge between the Company’s trustees and plaintiffs, ~~File~~and Nothat the Company’s trustees allegedly intend to take advantage of this disparity by inducing plaintiffs to relinquish their shares of the Company. Plaintiffs allege that ~~33-66386)~~Kimco’s liability arises from its alleged involvement and knowing participation in the breaches of fiduciary duty allegedly committed by the Company’s trustees. Plaintiffs allege that they have been damaged in that they will somehow not receive their fair proportion of the value of the Company’s assets and business, will be divested from their right to share in the Company’s future growth, and will allegedly be prevented from obtaining a fair and adequate price for their common shares.

4(b) Trust Indenture dated September 8, 1993, between MART and Security Trust Company, N.A. (incorporated by reference to Exhibit 4(b) to MART’s Registration Statement on Form S-11, File No. 33-66386).17

~~10(a) Mid-Atlantic~~ Plaintiffs’ second ~~Realty~~cause ~~Trust~~of ~~1993~~action ~~Omnibus~~alleges ~~Share~~that ~~Plan~~the Company’s trustees have failed to adequately disclose to the Company’s public shareholders all allegedly material terms of the transaction, asincluding: ~~amended~~which ~~through~~trustee ~~November~~of 14the Company will be appointed to Kimco’s board; the location of all 41 shopping centers in which the Company has an equity interest; the Company’s process for choosing Wachovia Securities and the factors the Company’s trustees considered in light of Wachovia Securities’ and its affiliates’ business relationship with Kimco; the reasons for the Company’s public offering in the first quarter of 2002 when it had previously determined that such an offering would be excessively dilutive, ~~1997~~and ~~(incorporated~~whether the Company’s trustees or officers participated in the offering; the process by which ~~reference~~the Company’s board determined in December 2002 to ~~Exhibit~~approach ~~10(a)~~certain potential business partners and eliminate others from consideration; whether the Company’s board preferred an all cash or combination of cash and stock bid, the reasons for this preference, and any steps the Company’s board took to inform ~~MART~~themselves of the value of the stock of all potential bidders; what analysis the Company conducted in evaluating Kimco’s ~~Annual~~February ~~Report~~4, on2003 ~~Form~~proposal; whether, 10after Kimco ceased negotiations in early March 2003, the Company attempted to negotiate with any other bidders or instructed Wachovia Securities to shop the Company again; the reasons for Kimco’s renewed interest in the Company in early May 2003; whether, after Kimco expressed renewed interest in the Company, the Company’s board attempted to shop the Company again; whether and to what extent the Company’s board considered the Company’s long-Kterm prospects as a going concern; whether Wachovia Securities reviewed the July 14, 2003 amended Merger Agreement, and whether this version differs from the version on which Wachovia Securities’ fairness opinion is based in any material respects; whether Wachovia Securities ever conducted a liquidation analysis on the Company; the terms of the Company and Kimco credit facilities with an affiliate of Wachovia Securities, the value of these credit facilities to Wachovia Securities, and whether Kimco intends to borrow funds from their credit facility to finance the merger; the number, exercise price and option settlement amount for all accelerated options only for each of the ~~year~~Company’s trustees and ~~ended~~executive ~~December~~officer; 31and the identity of MART Limited Partnership’s limited partners. Plaintiffs allege that these failures to disclose constitute a breach, ~~1997)~~and/or aiding and abetting of a breach, of the Company’s trustees’ fiduciary duties to plaintiffs. Plaintiffs allege that Kimco’s liability arises from its alleged involvement and knowing participation in the breaches of fiduciary duty allegedly committed by the Company’s trustees.

~~10(b) Mid-Atlantic~~ The amended ~~Realty~~complaint ~~Trust~~seeks, ~~1995~~among ~~Stock~~other ~~Option~~things, ~~Plan~~class ~~(incorporated~~action bystatus, ~~reference~~a tocourt ~~MART~~order enjoining the sale of the Company, unspecified monetary damages, and payment of attorney’s fees. The Company believes ~~Registration~~the ~~Statement~~allegations onare ~~Form~~without ~~S-8,~~merit ~~File~~and Nointends to vigorously defend the action. The ~~333-12161)~~Company does not believe the outcome will have a material impact on the Company’s financial position or results of operations.

~~10(c) Employment~~ Because the ~~Agreement~~completion ~~between~~of ~~BTR~~the ~~Realty~~merger is conditioned upon no temporary restraining order, ruling ~~Inc.~~or preliminary or permanent injunction or other legal restraint being in effect which prevents, ~~and~~materially F.delays ~~Patrick~~or ~~Hughes~~impairs ~~(incorporated~~the bycompletion of the ~~reference~~transactions tocontemplated ~~Exhibit~~by ~~10(b)~~the toMerger ~~MART’s~~ Agreement, if the plaintiffs in the ~~Registration~~litigation ~~Statement~~move onfor ~~Form~~such ~~S-11~~relief, ~~File~~and ~~No.~~such ~~33-66386)~~relief is granted, the merger may be delayed or in some instances the Merger Agreement may be terminated.

10(d) Employment AgreementItem between2. BTRChanges Realty,in Inc.,Securities and PaulUse F.of RobinsonProceeds (incorporated by reference to Exhibit 10(c) to MART’s Registration Statement on Form S-11, File No. 33-66386).None

10(e) Amendment datedItem December 1, 1995 to Employment Agreement between MART and F3. Patrick HughesDefaults andupon MARTSenior andSecurities Paul F. Robinson (incorporated by reference to Exhibit 10(e) to MART’s Annual Report on Form 10-K for the year ended December 31, 1995).None

~~10(f) Commitment Letter~~Item ~~from~~4. ~~First~~Submission ~~National~~of ~~Bank~~Matters to a Vote of ~~Md.~~Security ~~For~~Holders ~~Line~~– The annual meeting of ~~Credit~~Shareholders towas ~~MART~~held ~~(incorporated by~~on ~~reference~~May to9, ~~Exhibit~~2003. ~~10(d)~~Elected to ~~MART’s~~serve ~~Registration~~as ~~Statement~~trustees onfor ~~Form~~the ~~S-11~~following year and until the election and qualification of their successors were: David F. Benson, ~~File~~ NoMarc P.~~33-66386)~~ Blum, Robert A. Frank, LeRoy E. Hoffberger, F. Patrick Hughes, M. Ronald Lipman and Daniel S. Stone.

10(f)(1) Financing Agreement dated April 23, 1999 between MART and the Named Banks (incorporated by reference to Exhibit 10(l) to MART’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).

Matter Voted Upon	For	Against	Withheld

a. Election of Trustees:
David F. Benson	16,567,091	—	52,562
Marc P. Blum	16,514,139	—	105,514
Robert A. Frank	16,569,722	—	49,931
LeRoy E. Hoffberger	16,508,562	—	111,091
F. Patrick Hughes	16,518,534	—	101,119
M. Ronald Lipman	16,569,748	—	49,905
Daniel S. Stone	16,572,348	—	47,305

b. Proposal to approve the appointment of KPMG LLP as the independent certified public accountants of MART for the year ending December 31, 2003:	16,568,953	41,155	9,545

~~10(g) Agreement~~Because the matters voted upon at the meeting required ~~for~~the ~~Contribution~~approval of ~~Interests~~a ~~dated~~majority ~~April~~of 1,the ~~1997,~~votes ~~among~~cast ~~MART~~at ~~and~~ the ~~Contributors~~ ~~named~~meeting, ~~therein~~votes ~~(incorporated~~withheld, abstentions, byand ~~reference~~broker tonon-votes ~~Exhibit~~had ~~(c)~~no 1effect toupon ~~Form 8-K~~the ~~filed~~ultimate ~~July~~outcome ~~15,~~of the ~~1997)~~vote.

10(h) Agreement of Limited Partnership of MART Limited Partnership dated as of June 30, 1997 (incorporated by reference to Exhibit (c) 2 to Form 8-K filed July 15, 1997).18

~~10(i) Partnership Purchase~~Part ~~and Sale Agreement among BTR Gateway, Inc~~II., ~~MART,~~OTHER ~~and Prentiss Properties Acquisition, L.P. (incorporated by reference to Exhibit (b) 1 to Form 8-K filed September 30, 1997).~~INFORMATION

10(j) Mid-Atlantic RealtyItem Trust5. RestrictedOther ShareInformation Plan,– adoptedSelected onFinancial November 14, 1997 (incorporated by reference to Exhibit 10(j) to MART’s Annual Report on Form 10-K for the year ended December 31, 1997).Data

~~10(k) Mid-Atlantic Realty~~The ~~Trust~~following ~~Non-Employee~~table ~~Trustee~~sets forth ~~Deferred~~summary ~~Compensation~~financial ~~Plan~~data, ~~adopted~~which onhas been prepared by the Company without ~~November~~audit. Management ~~14,~~believes ~~1997~~the following ~~(incorporated~~data byshould ~~reference~~be toused ~~Exhibit~~as ~~10(k)~~a supplement to ~~MART’s~~the ~~Annual~~historical statements of ~~Report~~operations. The ondata ~~Form~~should ~~10-K~~be ~~for~~read in conjunction with the ~~year~~historical ~~ended~~financial ~~December~~statements ~~31,~~and ~~1997)~~the notes thereto.

~~10(l) Financing agreement~~MID ~~dated April 23,1999 with named banks (incorporated by reference to Exhibit 10.1 to MART’s quarterly report on Form 10~~-Q ~~for~~ATLANTIC ~~the~~REALTY ~~quarter ended March 31, 1999).~~TRUST

~~(b) Form~~Selected ~~8-K~~Financial ~~filed April 30, 2003 reporting selected financial information under Items 7 and 9.~~Data

17(In thousands, except share data and per share data)

MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES

	Three months ended June 30,					Six months ended June 30,
	2003			2002		2003			2002

Revenues	$	18,236		17,213		37,507			33,109

Net earnings	$	5,262		4,502		10,546			8,281

Net earnings per share - basic and diluted	$	0.29		0.25		0.58			0.49

Total assets						$	423,530		391,160

Indebtedness -
Total mortgages, convertible debentures, construction loans and notes payable						$	240,013		212,509

Funds From Operations (“FFO”)⁽¹⁾	$	8,070		7,485		16,153			14,170

Net cash flow:
Provided by operating activities	$	9,198		6,295		19,228			15,108
Used by investing activities	$	(2,961	)	(6,691	)	(6,875		)	(11,400	)
Used by financing activities	$	(25,362	)	(2,342	)	(11,915		)	(3,479	)

Cash dividends paid per share	$	0.310		0.295		0.620			0.590

Weighted average number of shares outstanding: EPS
Basic	17,863,021			17,501,026		17,848,263			16,470,129
Diluted	18,043,717			17,885,111		18,029,214			16,926,070

RECONCILIATION OF NET EARNINGS TO FFO⁽¹⁾

Net earnings	$	5,262		4,502		10,546			8,281
Depreciation	2,808			2,983		5,607			5,889
FFO	$	8,070		7,485		16,153			14,170

~~SIGNATURES~~(1) The Company believes that Funds from Operations (“FFO”) provides relevant and meaningful information about its operating performance that is necessary, along with net earnings, for an understanding of its operating results. Funds from operations is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net earnings (computed in accordance with accounting principles generally accepted in the United States of America), excluding cumulative effects of changes in accounting principles, extraordinary items and gains or losses on sales of properties, plus depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States of America. FFO is not indicative that cash flows are adequate to fund all cash needs and should not be considered as an alternative to cash flows as a measure of liquidity. The Company’s FFO may not be comparable to the FFO of other REIT’s if they do not define similarly entitled items exactly as the Company defines them or if they interpret the NAREIT definition differently.

~~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.~~19

		MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
		(Registrant)
Date:	4/30/03	/s/ F. Patrick Hughes
			F. Patrick Hughes
			President and Chief Executive Officer
Date:	4/30/03	/s/ Deborah R. Cheek
			Deborah R. Cheek
			Controller

Part II. OTHER INFORMATION

18Item 6.

MID-ATLANTIC REALTY TRUST ~~AND SUBSIDIARIES~~

~~CERTIFICATIONS~~Exhibits and Reports on Form 8-K

I, F. Patrick Hughes, President and Chief Executive Officer of Mid-Atlantic Realty Trust, certify that:

(a)	Exhibit No.

	2(a)	Amended Agreement and Plan of Merger dated July 14, 2003 among Kimco Realty Corporation, Kimco Acquisition Real Estate Investment Trust and MART (incorporated by reference to Exhibit 2.1 to MART’s current report on Form 8-K filed July 15, 2003).
	3(a)	Declaration of Trust dated June 29, 1993 (incorporated by reference to Exhibit 3(a) to MART’s Registration Statement on Form S-11, File No. 33-66386).
	3(b)	By-laws (incorporated by reference to Exhibit 3(b) to MART’s Registration Statement on Form S-11, File No. 33-66386).
	3(c)	Amendment to Declaration of Trust dated August 4, 1998 (incorporated by reference to Exhibit 3(c) to MART’s Annual Report on Form 10-K for the year ended December 31, 1998).
	4(a)	Specimen certificate for Common Shares of Beneficial Interest (incorporated by reference to Exhibit 4(a) to MART’s Registration Statement on Form S-11, File No. 33-66386).
	4(b)	Trust Indenture dated September 8, 1993, between MART and Security Trust Company, N.A. (incorporated by reference to Exhibit 4(b) to MART’s Registration Statement on Form S-11, File No. 33-66386).
	10(a)	Mid-Atlantic Realty Trust 1993 Omnibus Share Plan, as amended through November 14, 1997 (incorporated by reference to Exhibit 10(a) to MART’s Annual Report on Form 10-K for the year ended December 31, 1997).
	10(b)	Mid-Atlantic Realty Trust 1995 Stock Option Plan (incorporated by reference to MART’s Registration Statement on Form S-8, File No. 333-12161).
	10(c)	Employment Agreement between BTR Realty, Inc., and F. Patrick Hughes (incorporated by reference to Exhibit 10(b) to MART’s Registration Statement on Form S-11, File No. 33-66386).
	10(d)	Employment Agreement between BTR Realty, Inc., and Paul F. Robinson (incorporated by reference to Exhibit 10(c) to MART’s Registration Statement on Form S-11, File No. 33-66386).
	10(e)	Amendment dated December 1, 1995 to Employment Agreement between MART and F. Patrick Hughes and MART and Paul F. Robinson (incorporated by reference to Exhibit 10(e) to MART’s Annual Report on Form 10-K for the year ended December 31, 1995).
	10(f)	Commitment Letter from First National Bank of Md. For Line of Credit to MART (incorporated by reference to Exhibit 10(d) to MART’s Registration Statement on Form S-11, File No.33-66386).
	10(f)(1)	Financing Agreement dated April 23, 1999 between MART and the Named Banks (incorporated by reference to Exhibit 10(l) to MART’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).
	10(g)	Agreement for Contribution of Interests dated April 1, 1997, among MART and the Contributors named therein (incorporated by reference to Exhibit (c) 1 to Form 8-K filed July 15, 1997).
	10(h)	Agreement of Limited Partnership of MART Limited Partnership dated as of June 30, 1997 (incorporated by reference to Exhibit (c) 2 to Form 8-K filed July 15, 1997).
	10(i)	Partnership Purchase and Sale Agreement among BTR Gateway, Inc., MART, and Prentiss Properties Acquisition, L.P. (incorporated by reference to Exhibit (b) 1 to Form 8-K filed September 30, 1997).
	10(j)	Mid-Atlantic Realty Trust Restricted Share Plan, adopted on November 14, 1997 (incorporated by reference to Exhibit 10(j) to MART’s Annual Report on Form 10-K for the year ended December 31, 1997).
	10(k)	Mid-Atlantic Realty Trust Non-Employee Trustee Deferred Compensation Plan, adopted on November 14, 1997 (incorporated by reference to Exhibit 10(k) to MART’s Annual Report on Form 10-K for the year ended December 31, 1997).
	10(l)	Financing agreement dated April 23,1999 with named banks (incorporated by reference to Exhibit 10.1 to MART’s quarterly report on Form 10-Q for the quarter ended March 31, 1999).
	31	Certifications pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. (filed herewith).
	32	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith).

(b)	Form 8-K filed June 19, 2003 under Items 5 and 7 reporting the Merger Agreement dated June 18, 2003 among Kimco Realty Corporation, Kimco Acquisition Real Estate Investment Trust and MART.
	Form 8-K filed July 15, 2003 under Items 5 and 7 reporting the amended Merger Agreement dated July 14, 2003 among Kimco Realty Corporation, Kimco Acquisition Real Estate Investment Trust and MART and other information.
	Form 8-K filed August 14, 2003, reporting selected financial information under Items 7 and 9.

~~1. I have reviewed this quarterly report on Form 10-Q of Mid-Atlantic Realty Trust;~~20

~~2. Based~~MID-ATLANTIC onREALTY ~~my knowledge,~~TRUST ~~this~~AND quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;SUBSIDIARIES

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;Signatures

~~4. The~~Pursuant ~~registrant’s~~to ~~other certifying officer~~the ~~and~~requirements Iof ~~are~~the ~~responsible~~Securities ~~for~~Exchange ~~establishing~~Act ~~and~~of ~~maintaining~~1934, ~~disclosure~~the ~~controls~~registrant ~~and~~has duly ~~procedures~~caused ~~(as~~this ~~defined~~report into ~~Exchange~~be ~~Act~~signed ~~Rules~~on ~~13a-14~~its ~~and~~behalf ~~15d-14)~~by ~~for~~ the ~~registrant~~ ~~and~~undersigned wethereunto ~~have:~~duly authorized.

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

		MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
		(Registrant)


Date:	08/14/03		/s/ F. Patrick Hughes
			F. Patrick Hughes
			President and Chief Executive Officer


Date:	08/14/03		/s/ Deborah R. Cheek
			Deborah R. Cheek
			Controller

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and21

c) presentedEXHIBIT in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;INDEX

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

Exhibit No.		Description

2(a)		Amended Agreement and Plan of Merger dated July 14, 2003 among Kimco Realty Corporation, Kimco Acquisition Real Estate Investment Trust and MART (incorporated by reference to Exhibit 2.1 to MART’s current report on Form 8-K filed July 15, 2003).
3(a)		Declaration of Trust dated June 29, 1993 (incorporated by reference to Exhibit 3(a) to MART’s Registration Statement on Form S-11, File No. 33-66386).
3(b)		By-laws (incorporated by reference to Exhibit 3(b) to MART’s Registration Statement on Form S-11, File No. 33-66386).
3(c)		Amendment to Declaration of Trust dated August 4, 1998 (incorporated by reference to Exhibit 3(c) to MART’s Annual Report on Form 10-K for the year ended December 31, 1998).
4(a)		Specimen certificate for Common Shares of Beneficial Interest (incorporated by reference to Exhibit 4(a) to MART’s Registration Statement on Form S-11, File No. 33-66386).
4(b)		Trust Indenture dated September 8, 1993, between MART and Security Trust Company, N.A. (incorporated by reference to Exhibit 4(b) to MART’s Registration Statement on Form S-11, File No. 33-66386).
10(a)		Mid-Atlantic Realty Trust 1993 Omnibus Share Plan, as amended through November 14, 1997 (incorporated by reference to Exhibit 10(a) to MART’s Annual Report on Form 10-K for the year ended December 31, 1997).
10(b)		Mid-Atlantic Realty Trust 1995 Stock Option Plan (incorporated by reference to MART’s Registration Statement on Form S-8, File No. 333-12161).
10(c)		Employment Agreement between BTR Realty, Inc., and F. Patrick Hughes (incorporated by reference to Exhibit 10(b) to MART’s Registration Statement on Form S-11, File No. 33-66386).
10(d)		Employment Agreement between BTR Realty, Inc., and Paul F. Robinson (incorporated by reference to Exhibit 10(c) to MART’s Registration Statement on Form S-11, File No. 33-66386).
10(e)		Amendment dated December 1, 1995 to Employment Agreement between MART and F. Patrick Hughes and MART and Paul F. Robinson (incorporated by reference to Exhibit 10(e) to MART’s Annual Report on Form 10-K for the year ended December 31, 1995).
10(f)		Commitment Letter from First National Bank of Md. For Line of Credit to MART (incorporated by reference to Exhibit 10(d) to MART’s Registration Statement on Form S-11, File No.33-66386).
10(f)(1)		Financing Agreement dated April 23, 1999 between MART and the Named Banks (incorporated by reference to Exhibit 10(l) to MART’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).
10(g)		Agreement for Contribution of Interests dated April 1, 1997, among MART and the Contributors named therein (incorporated by reference to Exhibit (c) 1 to Form 8-K filed July 15, 1997).
10(h)		Agreement of Limited Partnership of MART Limited Partnership dated as of June 30, 1997 (incorporated by reference to Exhibit (c) 2 to Form 8-K filed July 15, 1997).
10(i)		Partnership Purchase and Sale Agreement among BTR Gateway, Inc., MART, and Prentiss Properties Acquisition, L.P. (incorporated by reference to Exhibit (b) 1 to Form 8-K filed September 30, 1997).
10(j)		Mid-Atlantic Realty Trust Restricted Share Plan, adopted on November 14, 1997 (incorporated by reference to Exhibit 10(j) to MART’s Annual Report on Form 10-K for the year ended December 31, 1997).
10(k)		Mid-Atlantic Realty Trust Non-Employee Trustee Deferred Compensation Plan, adopted on November 14, 1997 (incorporated by reference to Exhibit 10(k) to MART’s Annual Report on Form 10-K for the year ended December 31, 1997).
10(l)		Financing agreement dated April 23,1999 with named banks (incorporated by reference to Exhibit 10.1 to MART’s quarterly report on Form 10-Q for the quarter ended March 31, 1999).
31		Certifications pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. (filed herewith).
32		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith).

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and22

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:	04/30/03	/s/ F. Patrick Hughes
		F. Patrick Hughes
		President and Chief Executive Officer

I, Deborah R. Cheek, Controller of Mid-Atlantic Realty Trust, certify that

1. I have reviewed this quarterly report on Form 10-Q of Mid-Atlantic Realty Trust;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date:	04/30/03	/s/ Deborah R. Cheek
		Deborah R. Cheek
		Controller

EXHIBIT INDEX

Exhibit No.		Description
3(a)		Declaration of Trust dated June 29, 1993 (incorporated by reference to Exhibit 3(a) to MART’s Registration Statement on Form S-11, File No. 33-66386).
3(b)		By-laws (incorporated by reference to Exhibit 3(b) to MART’s Registration Statement on Form S-11, File No. 33-66386).
3(c)		Amendment to Declaration of Trust dated August 4, 1998 (incorporated by reference to Exhibit 3(c) to MART’s Annual Report on Form 10-K for the year ended December 31, 1998).
4(a)		Specimen certificate for Common Shares of Beneficial Interest (incorporated by reference to Exhibit 4(a) to MART’s Registration Statement on Form S-11, File No. 33-66386).
4(b)		Trust Indenture dated September 8, 1993, between MART and Security Trust Company, N.A. (incorporated by reference to Exhibit 4(b) to MART’s Registration Statement on Form S-11, File No. 33-66386).
10(a)		Mid-Atlantic Realty Trust 1993 Omnibus Share Plan, as amended through November 14, 1997 (incorporated by reference to Exhibit 10(a) to MART’s Annual Report on Form 10-K for the year ended December 31, 1997).
10(b)		Mid-Atlantic Realty Trust 1995 Stock Option Plan (incorporated by reference to MART’s Registration Statement on Form S-8, File No. 333-12161).
10(c)		Employment Agreement between BTR Realty, Inc., and F. Patrick Hughes (incorporated by reference to Exhibit 10(b) to MART’s Registration Statement on Form S-11, File No. 33-66386).
10(d)		Employment Agreement between BTR Realty, Inc., and Paul F. Robinson (incorporated by reference to Exhibit 10(c) to MART’s Registration Statement on Form S-11, File No. 33-66386).
10(e)		Amendment dated December 1, 1995 to Employment Agreement between MART and F. Patrick Hughes and MART and Paul F. Robinson (incorporated by reference to Exhibit 10(e) to MART’s Annual Report on Form 10-K for the year ended December 31, 1995).
10(f)		Commitment Letter from First National Bank of Md. For Line of Credit to MART (incorporated by reference to Exhibit 10(d) to MART’s Registration Statement on Form S-11, File No.33-66386).
10(f)(1)		Financing Agreement dated April 23, 1999 between MART and the Named Banks (incorporated by reference to Exhibit 10(l) to MART’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).
10(g)		Agreement for Contribution of Interests dated April 1, 1997, among MART and the Contributors named therein (incorporated by reference to Exhibit (c) 1 to Form 8-K filed July 15, 1997).
10(h)		Agreement of Limited Partnership of MART Limited Partnership dated as of June 30, 1997 (incorporated by reference to Exhibit (c) 2 to Form 8-K filed July 15, 1997).
10(i)		Partnership Purchase and Sale Agreement among BTR Gateway, Inc., MART, and Prentiss Properties Acquisition, L.P. (incorporated by reference to Exhibit (b) 1 to Form 8-K filed September 30, 1997).
10(j)		Mid-Atlantic Realty Trust Restricted Share Plan, adopted on November 14, 1997 (incorporated by reference to Exhibit 10(j) to MART’s Annual Report on Form 10-K for the year ended December 31, 1997).
10(k)		Mid-Atlantic Realty Trust Non-Employee Trustee Deferred Compensation Plan, adopted on November 14, 1997 (incorporated by reference to Exhibit 10(k) to MART’s Annual Report on Form 10-K for the year ended December 31, 1997).
10(l)		Financing agreement dated April 23,1999 with named banks (incorporated by reference to Exhibit 10.1 to MART’s quarterly report on Form 10-Q for the quarter ended March 31, 1999).

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