Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
RUBIN GEORGE F
   2. Issuer Name and Ticker or Trading Symbol
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST [PEI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman
(Last)
(First)
(Middle)
C/O PENN. REAL ESTATE INVESTMENT TRUST, THE BELLEVUE, 200 S. BROAD ST.		 3. Date of Earliest Transaction (Month/Day/Year)
08/30/2006
(Street)

PHILADELPHIA, PA 19102		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Shares of Beneficial Interest, par value $1.00 per share 08/30/2006   C   180,000 A (1) 180,000 I By Trust (1)
Shares of Beneficial Interest, par value $1.00 per share               81,885 D  
Shares of Beneficial Interest, par value $1.00 per share               7,835 I By Trust (2)
Shares of Beneficial Interest, par value $1.00 per share               900 I By Trust (3)
Shares of Beneficial Interest, par value $1.00 per share               500 I By Trust (4)

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units of Class A Limited Partnership Interest (1) 08/30/2006   C(1)     180,000 02/02/2006   (1) Shares of Beneficial Interest 180,000 (1) 86,934 I By Trust (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RUBIN GEORGE F
C/O PENN. REAL ESTATE INVESTMENT TRUST
THE BELLEVUE, 200 S. BROAD ST.
PHILADELPHIA, PA 19102		   X     Vice Chairman  

Signatures

 George F. Rubin   08/31/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The holder of the securities is the Non-QTIP Marital Trust Under Will of Richard I. Rubin (the "Marital Trust"). Mr. Rubin is a trustee and beneficiary of the Marital Trust. The Marital Trust redeemed 180,000 units of limited partnership interest ("Units") of PREIT Associates L.P., of which the issuer is the general partner. Units are redeemable for cash or, at the election of the issuer, a like number of shares of beneficial interest of the issuer. The issuer elected to redeem the Marital Trust's Units with shares of beneficial interest. Units have no expiration date.
(2) Held by Mr. Rubin indirectly through a trust of which he is a trustee.
(3) Held by a trust the beneficiary of which is Mr. Rubin's daughter. Mr. Rubin disclaims beneficial ownership of these shares.
(4) Held by Mr. Rubin's spouse. Mr. Rubin disclaims beneficial ownership of these shares.

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