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, 200 S. BROAD ST., THE BELLEVUE		 3. Date of Earliest Transaction (Month/Day/Year)
06/05/2013
(Street)

PHILADELPHIA, PA 19102		 4. If Amendment, Date Original Filed(Month/Day/Year)
08/02/2013		 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 06/05/2013   G(1) V 100,000 D $ 0 179,613 D  
Shares of Beneficial Interest, par value $1.00 per share 06/05/2013   J(1) V 100,000 A $ 0 100,000 I by GRAT (2)
Shares of Beneficial Interest, par value $1.00 per share 07/31/2013   S   275 D $ 20.97 179,338 (3) (4) D  
Shares of Beneficial Interest, par value $1.00 per share               97,999 I By Trust (5)
Shares of Beneficial Interest, par value $1.00 per share               27,800 I By Trust (6)
Shares of Beneficial Interest, par value $1.00 per share               7,834 I By Trust (7)
Shares of Beneficial Interest, par value $1.00 per share               5,000 I By Trust (8)
Shares of Beneficial Interest, par value $1.00 per share               750 I By Trust (8)
Shares of Beneficial Interest, par value $1.00 per share               900 I By Trust (9)
Shares of Beneficial Interest, par value $1.00 per share               1,063 I By Spouse (10)

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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

Reporting Owners

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

Signatures

 /s/ Bruce Goldman (power of attorney)   08/14/2013
**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 reporting person made a gift of these securities to a Grantor Retained Annuity Trust ("GRAT") of which he is the trustee.
(2) The holder of these securities is the GRAT of which the reporting person is the trustee.
(3) Includes 6,206 total shares held in an employee share purchase plan.
(4) The sale of 275 shares in this line was reported in the original filing of this Form 4; however, the amount of shares reported in this column has been amended to reflect the transaction reported in the lines above.
(5) These shares are held by trusts of which Mr. Rubin is a trustee. Mr. Rubin disclaims beneficial ownership of these shares.
(6) These securities are held by the Non-QTIP Marital Trust U/W of Richard I. Rubin, a trust of which Mr. Rubin is a trustee and a beneficiary.
(7) These shares are held by a trust of which Mr. Rubin is a trustee and a beneficiary.
(8) These shares are held by trusts of which Mr. Rubin is a trustee. Mr. Rubin disclaims beneficial ownership of these shares.
(9) Held by a trust, the beneficiary of which is Mr. Rubin's daughter. Mr. Rubin disclaims beneficial ownership of these shares.
(10) Held by Mr. Rubin's spouse. Mr. Rubin disclaims beneficial ownership of these shares.

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