<PAGE>
 
   As filed with the Securities and Exchange Commission on _______ __, 199_.
                                           Registration Statement No. 333- _____

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                             ____________________

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                           PRENTISS PROPERTIES TRUST
            (Exact name of Registrant as specified in its Charter)

          Maryland                                      75-2261588
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation or organization)
 

                    3890 West Northwest Highway, Suite 400
                              Dallas, Texas 75220
                                (214) 654-0886
          (Address of principal executive office, including zip code)

                           PRENTISS PROPERTIES TRUST
                              SHARE PURCHASE PLAN

                           (Full title of the Plan)

                              Michael V. Prentiss
                    3890 West Northwest Highway, Suite 400
                              Dallas, Texas 75220
                                (214) 654-0886

           (Name, address, including zip code, and telephone number 
                  including area code, of agent for service)

                                With copies to:
                            Mark A. Murphy, Esquire
                               Hunton & Williams
                              951 E. Byrd Street
                           Richmond, Virginia  23219
                                (804) 788-8200

                             ____________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                          Proposed maximum    Proposed maximum
    Title of securities                   Amount to be     offering price        aggregate         Amount of
     to be registered                      registered         per share        offering price   registration fee
---------------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>                  <C>               <C>
Common shares of beneficial interest
 $.01 par value                           500,000 shares    $27.0000(*)         $13,500,000            $4,091
===================================================================================================================== 
</TABLE>

     (*) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of $27.0000 per
share, which was the average of the high and low prices of the Common Shares on
the New York Stock Exchange on January 22, 1997.
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     Not required to be filed with the Securities and Exchange Commission (the
"Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not required to be filed with the Commission.



                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Prentiss Properties Trust (the "Company")
with the Commission (file No. 1-14516) are incorporated herein by reference and
made a part hereof: (i) the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996, (ii) the Company's Form 8-A, dated October 17,
1996, containing a description of the Company's Common Shares (the "Common
Shares") and (iii) the Company's Prospectus dated October 17, 1996 filed
pursuant to Rule 424(b) on October 18, 1996.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Title 8 of the Corporations and Associations Article of the Annotated Code
of Maryland as amended (the "Maryland REIT Law") permits a Maryland real estate
investment trust to include in its 
<PAGE>
 
Declaration of Trust a provision limiting the liability of its trustees and
officers to the trust and its shareholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or profit in
money, property or services or (b) active and deliberate dishonesty established
by a final judgment as being material to the cause of action. The Amended and
Restated Declaration of Trust of the Company (the "Declaration of Trust")
contains such a provision which eliminates such liability to the maximum extent
permitted by the Maryland REIT Law.

     The Declaration of Trust of the Company authorizes it, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former Trustee or officer or (b) any individual who, while a
Trustee of the Company and at the request of the Company, serves or has served
another real estate investment trust, corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a trustee, director,
officer or partner of such real estate investment trust, corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The Bylaws of the Company obligate it, to the maximum extent permitted by
Maryland law, to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any present or former
Trustee or officer who is made a party to the proceeding by reason of his
service in that capacity or (b) any individual who, while a Trustee of the
Company and at the request of the Company, serves or has served another real
estate investment trust, corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a trustee, director, officer or
partner of such real estate investment trust, corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise and who is made a
party to the proceeding by reason of his service in that capacity. The
Declaration of Trust and Bylaws also permit the Company to indemnify and advance
expenses to any person who served a predecessor of the Company in any of the
capacities described above and to any employee or agent of the Company or a
predecessor of the Company. The Bylaws require the Company to indemnify a
Trustee or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he is made a party by reason of his service
in that capacity.

     The Maryland REIT Law permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as is permitted by the MGCL for directors and officers of
Maryland corporations. The MGCL permits a corporation to indemnity its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation. In accordance with the MGCL, the Bylaws of the Company
require it, as a condition to advancing expenses, to obtain (a) a written
affirmation by the Trustee or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (b) a written statement by or on his behalf to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.
<PAGE>
 
ITEM 8.  EXHIBITS.

Exhibit No.
-----------

4.1   Amended and Restated Declaration of Trust.

4.2   By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the
      Company's Registration Statement on Form S-11 (Registration No. 333-9863).

4.3   Prentiss Prospectus Trust Share Purchase Plan.

5     Opinion of Hunton & Williams as to the legality of the securities being
      registered.

24.1  Consent of Hunton & Williams (included in the opinion filed as Exhibit 5
      to the Registration Statement).

24.2  Consent of Coopers & Lybrand L.L.P.

25    Power of Attorney (included on the signature page hereto)

ITEM 9.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

         1. To file, during any period in which offers or sales are made, a
 post-effective amendment to this registration statement;

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933, as amended (the "Securities Act");

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change in such information in the
                  registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
 
         3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Dallas, State of Texas on the 23rd day of January, 1997.

                                PRENTISS PROPERTIES TRUST,
                                a Maryland real estate investment trust
                                (Registrant)

                                By:  /s/ Thomas F. August
                                   -------------------------------------
                                     Thomas F. August
                                     President, Chief Operating Officer and
                                        Trustee


                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on January 23, 1997. Each of the directors and/or officers
of Prentiss Properties Trust whose signature appears below hereby appoints
Thomas F. August and Gregory S. Imhoff, and each of them severally, as his
attorney-in-fact to sign in his name and behalf, in any and all capacities
stated below, and to file with the Commission any and all amendments, including
post-effective amendments, to this registration statement, making such changes
in the registration statement as appropriate, and generally to do all such
things in their behalf in their capacities as officers and directors to enable
Prentiss Properties Trust to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission.

           SIGNATURE                   TITLE
           ---------                   -----

 /s/ Michael V. Prentiss      Chairman of the Board and Chief Executive Officer
 -------------------------    (Principal Executive Officer)
   Michael V. Prentiss        

 /s/ Thomas F. August         Chief Operating Officer, President and Trustee
 -------------------------                                                      
   Thomas F. August

 /s/ Mark R. Doran            Executive Vice President and Treasurer
 -------------------------    (Principal Financial Officer        
   Mark R. Doran               and Principal Accounting Officer) 
                              

                              Director
 -------------------------
   Thomas J. Hynes

 /s/ Barry J.C. Parker        Director
 -------------------------               
   Barry J.C. Parker

 /s/ Leonard M. Riggs, Jr.    Director
 -------------------------           
   Leonard M. Riggs, Jr.

 /s/ Ronald G. Steinhart      Director
 -------------------------             
   Ronald G. Steinhart

 /s/ Lawrence A. Wilson       Director
 -------------------------              
   Lawrence A. Wilson
<PAGE>
 
                                 EXHIBIT INDEX


                                                                Sequentially
Exhibit No.                     Description                      Number Page
-----------                     -----------                      -----------

4.1               Amended and Restated Declaration of Trust.
 
 
4.2               By-Laws of the Registrant (incorporated by
                  reference to Exhibit 3.2 to the Company's
                  Registration Statement on Form S-11 
                  (Registration No. 333-9863).


4.3               Prentiss Properties Trust Share
                  Purchase Plan


5                 Opinion of Hunton & Williams as to the
                  legality of the securities being
                  registered.


24.1              Consent of Hunton & Williams (included
                  in the opinion filed as Exhibit 5 to
                  the Registration Statement).


23.2              Consent of Coopers & Lybrand L.L.P.


25                Power of Attorney (included on
                  signature page hereto).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18397}]
{"company-data": {"conformed-name": "PRENTISS PROPERTIES TRUST/MD", "cik": "0001011699", "assigned-sic": "6798", "irs-number": "752261588", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20329", "film-number": "97510203"}, "business-address": {"street1": "1717 MAIN STREET", "street2": "STE 5000", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2147611440"}, "mail-address": {"street1": "1717 MAIN STREET", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": [{"former-conformed-name": "PRENTISS PROPERTIES LTD INC", "date-changed": "19960930"}, {"former-conformed-name": "PRENTISS PROPERTIES TRUST", "date-changed": "19960809"}, {"former-conformed-name": "PRENTISS PROPERTIES INC", "date-changed": "19960403"}]}
As filed with the Securities and Exchange Commission on _______ __, 199_.
                                           Registration Statement No. 333- _____

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                             ____________________

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                           PRENTISS PROPERTIES TRUST
            (Exact name of Registrant as specified in its Charter)

          Maryland                                      75-2261588
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation or organization)
 

                    3890 West Northwest Highway, Suite 400
                              Dallas, Texas 75220
                                (214) 654-0886
          (Address of principal executive office, including zip code)

                           PRENTISS PROPERTIES TRUST
                              SHARE PURCHASE PLAN

                           (Full title of the Plan)

                              Michael V. Prentiss
                    3890 West Northwest Highway, Suite 400
                              Dallas, Texas 75220
                                (214) 654-0886

           (Name, address, including zip code, and telephone number 
                  including area code, of agent for service)

                                With copies to:
                            Mark A. Murphy, Esquire
                               Hunton & Williams
                              951 E. Byrd Street
                           Richmond, Virginia  23219
                                (804) 788-8200

                             ____________________

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                          Proposed maximum    Proposed maximum
    Title of securities                   Amount to be     offering price        aggregate         Amount of
     to be registered                      registered         per share        offering price   registration fee
---------------------------------------------------------------------------------------------------------------------
Common shares of beneficial interest
 $.01 par value                           500,000 shares    $27.0000(*)         $13,500,000            $4,091
=====================================================================================================================
(*) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of $27.0000 per
share, which was the average of the high and low prices of the Common Shares on
the New York Stock Exchange on January 22, 1997.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     Not required to be filed with the Securities and Exchange Commission (the
"Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not required to be filed with the Commission.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Prentiss Properties Trust (the "Company")
with the Commission (file No. 1-14516) are incorporated herein by reference and
made a part hereof: (i) the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996, (ii) the Company's Form 8-A, dated October 17,
1996, containing a description of the Company's Common Shares (the "Common
Shares") and (iii) the Company's Prospectus dated October 17, 1996 filed
pursuant to Rule 424(b) on October 18, 1996.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Title 8 of the Corporations and Associations Article of the Annotated Code
of Maryland as amended (the "Maryland REIT Law") permits a Maryland real estate
investment trust to include in its
Declaration of Trust a provision limiting the liability of its trustees and
officers to the trust and its shareholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or profit in
money, property or services or (b) active and deliberate dishonesty established
by a final judgment as being material to the cause of action. The Amended and
Restated Declaration of Trust of the Company (the "Declaration of Trust")
contains such a provision which eliminates such liability to the maximum extent
permitted by the Maryland REIT Law.

     The Declaration of Trust of the Company authorizes it, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former Trustee or officer or (b) any individual who, while a
Trustee of the Company and at the request of the Company, serves or has served
another real estate investment trust, corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a trustee, director,
officer or partner of such real estate investment trust, corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The Bylaws of the Company obligate it, to the maximum extent permitted by
Maryland law, to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any present or former
Trustee or officer who is made a party to the proceeding by reason of his
service in that capacity or (b) any individual who, while a Trustee of the
Company and at the request of the Company, serves or has served another real
estate investment trust, corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a trustee, director, officer or
partner of such real estate investment trust, corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise and who is made a
party to the proceeding by reason of his service in that capacity. The
Declaration of Trust and Bylaws also permit the Company to indemnify and advance
expenses to any person who served a predecessor of the Company in any of the
capacities described above and to any employee or agent of the Company or a
predecessor of the Company. The Bylaws require the Company to indemnify a
Trustee or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he is made a party by reason of his service
in that capacity.

     The Maryland REIT Law permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as is permitted by the MGCL for directors and officers of
Maryland corporations. The MGCL permits a corporation to indemnity its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation. In accordance with the MGCL, the Bylaws of the Company
require it, as a condition to advancing expenses, to obtain (a) a written
affirmation by the Trustee or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (b) a written statement by or on his behalf to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.
ITEM 8.  EXHIBITS.

Exhibit No.
-----------

4.1   Amended and Restated Declaration of Trust.

4.2   By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the
      Company's Registration Statement on Form S-11 (Registration No. 333-9863).

4.3   Prentiss Prospectus Trust Share Purchase Plan.

5     Opinion of Hunton & Williams as to the legality of the securities being
      registered.

24.1  Consent of Hunton & Williams (included in the opinion filed as Exhibit 5
      to the Registration Statement).

24.2  Consent of Coopers & Lybrand L.L.P.

25    Power of Attorney (included on the signature page hereto)

ITEM 9.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

         1. To file, during any period in which offers or sales are made, a
 post-effective amendment to this registration statement;

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933, as amended (the "Securities Act");

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change in such information in the
                  registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Dallas, State of Texas on the 23rd day of January, 1997.

                                PRENTISS PROPERTIES TRUST,
                                a Maryland real estate investment trust
                                (Registrant)

                                By:  /s/ Thomas F. August
                                   -------------------------------------
                                     Thomas F. August
                                     President, Chief Operating Officer and
                                        Trustee

                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on January 23, 1997. Each of the directors and/or officers
of Prentiss Properties Trust whose signature appears below hereby appoints
Thomas F. August and Gregory S. Imhoff, and each of them severally, as his
attorney-in-fact to sign in his name and behalf, in any and all capacities
stated below, and to file with the Commission any and all amendments, including
post-effective amendments, to this registration statement, making such changes
in the registration statement as appropriate, and generally to do all such
things in their behalf in their capacities as officers and directors to enable
Prentiss Properties Trust to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission.

           SIGNATURE                   TITLE
           ---------                   -----

 /s/ Michael V. Prentiss      Chairman of the Board and Chief Executive Officer
 -------------------------    (Principal Executive Officer)
   Michael V. Prentiss        

 /s/ Thomas F. August         Chief Operating Officer, President and Trustee
 -------------------------                                                      
   Thomas F. August

 /s/ Mark R. Doran            Executive Vice President and Treasurer
 -------------------------    (Principal Financial Officer        
   Mark R. Doran               and Principal Accounting Officer) 
                              

                              Director
 -------------------------
   Thomas J. Hynes

 /s/ Barry J.C. Parker        Director
 -------------------------               
   Barry J.C. Parker

 /s/ Leonard M. Riggs, Jr.    Director
 -------------------------           
   Leonard M. Riggs, Jr.

 /s/ Ronald G. Steinhart      Director
 -------------------------             
   Ronald G. Steinhart

 /s/ Lawrence A. Wilson       Director
 -------------------------              
   Lawrence A. Wilson
EXHIBIT INDEX

                                                                Sequentially
Exhibit No.                     Description                      Number Page
-----------                     -----------                      -----------

4.1               Amended and Restated Declaration of Trust.
 
 
4.2               By-Laws of the Registrant (incorporated by
                  reference to Exhibit 3.2 to the Company's
                  Registration Statement on Form S-11 
                  (Registration No. 333-9863).

4.3               Prentiss Properties Trust Share
                  Purchase Plan

5                 Opinion of Hunton & Williams as to the
                  legality of the securities being
                  registered.

24.1              Consent of Hunton & Williams (included
                  in the opinion filed as Exhibit 5 to
                  the Registration Statement).

23.2              Consent of Coopers & Lybrand L.L.P.

25                Power of Attorney (included on
                  signature page hereto).