EXHIBIT 15.1


August 12, 2002


Board of Trustees and Shareholders of ProLogis
Denver, Colorado

Re: Registration Statement Nos. 33-91366, 33-92490, 333-31421, 333-38515,
333-26597, 333-74917, 333-75893, 333-79813, 333-69001, 333-86081, 333-46700,
333-46698, 333-43546, 333-43544, 333-36578, 333-04961, 333-60374, 333-63992,
333-70274, 333-95737, 333-75722, 333-88150 and 333-97895.

With respect to the subject registration statements, we acknowledge our
awareness of the use therein of our report dated July 25, 2002 related to our
review of interim financial information as of and for the three and six month
periods ended June 30, 2002.

Pursuant to Rule 436 under the Securities Act of 1933 (the "Act"), such report
is not considered part of a registration statement prepared or certified by an
accountant, or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.

                                                      KPMG LLP


San Diego, California