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
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^*

WATSON ROBERT J

(Last)

(First)

(Middle)

14100 E. 35TH PLACE

(Street)

AURORA

80011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROLOGIS [ PLD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. of N. America Operations

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2006

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 of Beneficial Interest, par value $0.01⁽¹⁾	01/03/2006		M		13,000	A	⁽¹⁾	55,131	D
Common Shares of Beneficial Interest, par value $0.01⁽²⁾	01/03/2006		F		4,163.072⁽²⁾	D	$47.61	50,967.972	D
Common Shares of Beneficial Interest, par value $0.01⁽³⁾	01/03/2006		M		11,159.479	A	⁽³⁾	62,127.451	D
Common Shares of Beneficial Interest, par value $0.01⁽²⁾	01/03/2006		F		3,783.915⁽²⁾	D	$47.61	58,343.536	D

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)
Performance Share Unit Award⁽¹⁾	⁽¹⁾	01/03/2006		M			13,000	⁽¹⁾	⁽¹⁾	Common Shares of Beneficial Interest	13,000	⁽¹⁾	633,621	D
Dividend Equivalent Units⁽³⁾	⁽³⁾	01/03/2006		M			11,159.479	⁽³⁾	⁽³⁾	Common Shares of Beneficial Interest	11,159.479	⁽³⁾	622,461.521	D

Explanation of Responses:

1. Automatic conversion of performance share unit award earned on 12/31/03. Units convert into common shares on a 1 for 1 basis.

2. Payment of tax liaibility by reporting person to issuer pursuant to the conversion of performance share unit award and dividend equivalent unit award.

3. Automatic conversion of dividend equivalent units. Dividend Equivalent Units are earned and accrue on restricted share units and option grants pursuant to the ProLogis 1997 Long-Term Incentive Plan. The rate of vest and the expiration date is the same as the underlying grant. DEUs are converted in common shares on a 1 for 1 basis.

	Kate M. Meade, Attorney-in-Fact on behalf of Robert J. Watson	01/05/2006
	** 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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