EXHIBIT 24

                                POWER OF ATTORNEY


         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Edward S. Nekritz and Kate M. Meade, signing singly, the
undersigned's true and lawful attorney-in-fact to:

         (1) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer and/or director of ProLogis (the "Company"),
         Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
         Exchange Act of 1934 and the rules thereunder;

         (2) do and perform any and all acts for and on behalf of the
         undersigned which may be necessary or desirable to complete and execute
         any such Form 3, 4, or 5, complete and execute any amendment or
         amendments thereto, and timely file such form with the United States
         Securities and Exchange Commission and any stock exchange or similar
         authority; and

         (3) take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such
         attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 2nd day of June, 2003.


                           /s/ George L. Fotiades
                           ----------------------
                           Signature


                           George L. Fotiades