UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   __________

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)     February 25, 2004
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                    Pennsylvania Real Estate Investment Trust
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               (Exact Name of Registrant as Specified in Charter)


         Pennsylvania                 1-6300               23-6216339
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(State or Other Jurisdiction       (Commission            (IRS Employer
      of Incorporation)            File Number)         Identification No.)


   The Bellevue, 200 S. Broad Street, Philadelphia, Pennsylvania  19102
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    (Address of Principal Executive Offices)                     (Zip Code)

Registrant's telephone number, including area code:  (215) 875-0700
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          (Former Name or Former Address, if Changed Since Last Report)






Item 12. Results of Operations and Financial Condition.
         ----------------------------------------------

         The following information, furnished under "Item 12. Results of
Operations and Financial Condition," shall not be deemed "filed" for purposes of
Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such a filing.

         On February 25, 2004, Pennsylvania Real Estate Investment Trust issued
a press release reporting its financial results for the fourth quarter and
fiscal year ended December 31, 2003. A copy of the press release is attached as
Exhibit 99.1 to this report.


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

                                    PENNSYLVANIA REAL ESTATE INVESTMENT TRUST



Date: February 25, 2004             By: /s/ Jonathan B. Weller
                                        -------------------------------------
                                        Jonathan B. Weller
                                        President and Chief Operating Officer



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                                  Exhibit Index
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99.1     Press Release, dated February 25, 2004.





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