EXHIBIT 25(a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T‑1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)    [ ]

___________________________

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
N/A
(State of incorporation
if not a U.S. national bank)
95-3571558
(I.R.S. employer
identification no.)
 
 
700 South Flower Street, Suite 500
Los Angeles, California
(Address of principal executive offices)

90017
(Zip code)

Legal Department
        The Bank of New York Mellon Trust Company,
National Association
One Wall Street, 15th Floor
New York, NY  10286
(212) 635-1270
(Name, address and telephone number of agent for service)
___________________________

WASHINGTON REAL ESTATE INVESTMENT TRUST
(Exact name of obligor as specified in its charter)

Maryland
 (State or other jurisdiction of
incorporation or organization)
53-0261100
 (I.R.S. employer
identification no.)
 
 
6110 Executive Boulevard, Suite 800
Rockville, Maryland
(Address of principal executive offices)

20852
(Zip code)

___________________________

Debt Securities
(Title of the indenture securities)
___________________________





Item 1.    General information.
    
Furnish the following information as to the trustee:

(a)    Name and address of each examining or supervising authority to which it is subject.
            
Name
Address
Comptroller of the Currency - United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank
San Francisco, California 94105
Federal Deposit Insurance Corporation
Washington, D.C. 20429

(b)    Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16.
List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act") and 17     C.F.R. 229.10(d).
1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, National Association (Exhibit 1 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10)
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.
A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).
4.
A copy of the existing by‑laws of the trustee. (Exhibit 4 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).
5.
Not applicable.
6.
The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
8.
Not applicable.
9.
Not applicable.





SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, National Association, a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 21st day of June, 2012.
 
THE BANK OF NEW YORK MELLON
 
TRUST COMPANY, NATIONAL ASSOCIATION
 
 
 
By: /s/ Lawrence Kusch     
 
Name:    Lawrence Kusch
 
Title:    Vice President
 
 
 
 
 
 
 
 
    

    
        
    







EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION
of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business March 31, 2012, published in accordance with Federal regulatory authority instructions.

 
 
 
Dollar Amounts
 
 
 
in Thousands
ASSETS
 
 
 
 
 
 
 
 
 
Cash and balances due from
 
 
 
 
depository institutions:
 
 
 
 
Noninterest-bearing balances
 
 
 
 
 and currency and coin
802
 
Interest-bearing balances
401
Securities:
 
 
 
 
Held-to-maturity securities
0
 
Available-for-sale securities
622,734
Federal funds sold and securities
 
 
 
 
purchased under agreements to resell:
 
 
 
 
Federal funds sold
78,500
 
Securities purchased under agreements to resell
0
Loans and lease financing receivables:
 
 
 
 
Loans and leases held for sale
0
 
Loans and leases,
 
 
 
 
 net of unearned income
0
 
 
 
LESS: Allowance for loan and
 
 
 
 
 lease losses
0
 
 
 
Loans and leases, net of unearned
 
 
 
 
  income and allowance
0
Trading assets
0
Premises and fixed assets (including
 
 
 
 
capitalized leases)
7,193
Other real estate owned
0
Investments in unconsolidated
 
 
 
 
subsidiaries and associated
 
 
 
 
companies
1
Direct and indirect investments in real estate ventures
0
Not applicable
 
 
 
Intangible assets:
 
 
 
 
Goodwill
856,313
 
 Other Intangible Assets
180,552
Other assets
123,965
Total assets
$1,870,461

                  




LIABILITIES
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
In domestic offices
504
 
 
Noninterest-bearing
504
 
 
 
 
Interest-bearing
0
 
 
 
Not applicable
 
Federal funds purchased and securities
 
 
 
 
 
sold under agreements to repurchase:
 
 
 
 
 
Federal funds purchased    
0
 
Securities sold under agreements to repurchase
0
Trading liabilities
0
Other borrowed money:
 
 
 
(includes mortgage indebtedness
 
 
 
 
and obligations under capitalized
 
 
 
 
 
leases)
0
Not applicable
 
 
 
Not applicable
 
 
 
Subordinated notes and debentures
0
Other liabilities
226,926
Total liabilities
227,430
Not applicable
 
 
 
EQUITY CAPITAL
 
 
 
 
 
 
Perpetual preferred stock and related surplus
0
Common stock
1,000
Surplus (exclude all surplus related to preferred stock)
1,121,520
Retained earnings
515,960
Accumulated other comprehensive
 
 
income
4,551
Other equity capital components
0
Total bank equity capital
1,643,031
Noncontrolling (minority) interests in consolidated subsidiaries
0
Total equity capital
1,643,031
Total liabilities and equity capital (sum of items 21 and 28)
1,870,461
        
I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz    )    Vice President


We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.






Troy L. Kilpatrick, President        )
Frank P. Sulzberger, MD        )    Directors (Trustees)
William D. Lindelof, VP        )