SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BENSON DAVID F

(Last)

(First)

(Middle)

170 WEST RIDGELY ROAD

STE. 210

(Street)

BALTIMORE

21093

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MID ATLANTIC REALTY TRUST [ MRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON SHARES	10/01/2003		D ^{( 1 )}		2,802	D	$21.05 ^{( 1 )}	0	D
COMMON SHARES	10/01/2003		D ^{( 1 )}		9,336.66	D	$21.05 ^{( 1 )}	0	I	By Deferred Compensation and Fee Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTION (RIGHT TO BUY)	$10.5	10/01/2003		D ^{( 2 )}			10,000	02/01/1994	02/01/2004	COMMON SHARES	10,000	$10.5 ^{( 2 )}	0	D
STOCK OPTION (RIGHT TO BUY)	$8.94	10/01/2003		D ^{( 3 )}			2,000	09/30/1995	09/30/2005	COMMON SHARES	2,000	$12.06 ^{( 3 )}	0	D
STOCK OPTION (RIGHT TO BUY)	$13.38	10/01/2003		D ^{( 4 )}			2,000	09/30/1995	09/30/2005	COMMON SHARES	2,000	$7.62 ^{( 4 )}	0	D
STOCK OPTION (RIGHT TO BUY)	$9.75	10/01/2003		D ^{( 5 )}			2,000	09/30/1996	09/30/2006	COMMON SHARES	2,000	$11.25 ^{( 5 )}	0	D
STOCK OPTION (RIGHT TO BUY)	$13.38	10/01/2003		D ^{( 6 )}			10,000	11/14/1997	11/14/2007	COMMON SHARES	10,000	$7.62 ^{( 6 )}	0	D
STOCK OPTION (RIGHT TO BUY)	$10	10/01/2003		D ^{( 7 )}			12,000	04/01/2000	04/01/2010	COMMON SHARES	12,000	$11 ^{( 7 )}	0	D
STOCK OPTION (RIGHT TO BUY)	$17.4	10/01/2003		D ^{( 8 )}			3,409	01/02/2004	01/02/2013	COMMON SHARES	3,409	$3.6 ^{( 8 )}	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement providing for the merger of the Issuer into a subsidiary of Kimco Realty Corporation. Pursuant to the merger agreement, the reporting person will receive $21.051 per common share.

2. Pursuant to the the terms of the merger agreement, these options were cancelled in the merger in exchange for an aggregate cash payment of $105,000.00, representing the difference between the exercise price of each option and $21.00 per share.

3. Pursuant to the terms of the merger agreement, these options were cancelled in the merger in exchange for an aggregate cash payment of $24,125.00, representing the difference between the exercise price of each option and $21.00 per share.

4. Pursuant to the terms of the merger agreement, these options were cancelled in the merger in exchange for an aggregate cash payment of $18,300.00, representing the difference between the exercise price of each option and $21.00 per share.

5. Pursuant to the terms of the merger agreement, these options were cancelled in the merger in exchange for an aggregate cash payment of $22,500.00, representing the difference between the exercise price of each option and $21.00 per share.

6. Pursuant to the the terms of the merger agreement, these options were cancelled in the merger in exchange for an aggregate cash payment of $73,200.00, representing the difference between the exercise price of each option and $21.00 per share.

7. Pursuant to the the terms of the merger agreement, these options were cancelled in the merger in exchange for an aggregate cash payment of $132,000.00, representing the difference between the exercise price of each option and $21.00 per share.

8. All unvested portions of these options were accelerated pursuant to the terms of the merger agreement. After such accelerated vesting, these options were cancelled in the merger in exchange for an aggregate cash payment of $12,272.00, representing the difference between the exercise price of each option and $21.00 per share.

Remarks:

	/s/ BENSON, DAVID F.	10/01/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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