SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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                                    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)           May 5, 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 Exchange 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 May 5, 2004, Pennsylvania Real Estate Investment Trust issued a
press release reporting its financial results for the first quarter of 2004. A
copy of the press release is attached as an exhibit 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: May 5, 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 May 5, 2004.























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