As filed with the Securities and Exchange Commission on September 27, 2001
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                            --------------------

                               PROLOGIS TRUST
           (Exact name of registrant as specified in its charter)
         MARYLAND
   (State or other jurisdiction                        74-2604728
  of incorporation or organization)        (I.R.S. Employer Identification No.)

       14100 East 35th Place
         Aurora, Colorado                                 80011
(Address of principal executive offices)                (Zip Code)


            Registrant's telephone number, including area code:
                               (303) 375-9292

                               PROLOGIS TRUST
                        EMPLOYEE SHARE PURCHASE PLAN
                          (Full title of the plan)

                             Edward S. Nekritz
                               ProLogis Trust
                           14100 East 35th Place
                           Aurora, Colorado 80011
                               (303) 375-9292
                            (Agent for Service)

                            --------------------

                      CALCULATION OF REGISTRATION FEE
===============================================================================


                                            Proposed   Proposed
                                            Maximum    Maximum
                                            Offering   Aggregate     Amount of
Title of Securities        Amount to be     Price Per  Offering    Registration
to be Registered         Registered (1)(2)  Share(3)   Price(3)         Fee
-------------------------------------------------------------------------------
Common Shares of
Beneficial Interest,
par value $0.01 per
share (including
related preferred
share purchase rights)... 5,000,000 Shares   $19.845   $99,225,000  $24,806.25
===============================================================================
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of
         1933, this Registration Statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.
(2)      This Registration Statement also relates to such additional shares
         as may be issuable as a result of certain adjustments including,
         without limitation, share splits, share dividends,
         recapitalizations or other corporate restructurings.
(3)      Estimated solely for the purpose of computing the registration fee
         on the basis of the average of the high and low prices for the
         shares of Common Stock as reported on the New York Stock Exchange
         on September 21, 2001.


<PAGE>

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

         The following documents filed by ProLogis Trust (the "Company")
with the Securities and Exchange Commission (the "Commission") are
incorporated by reference as of their respective dates:

         (a)   The Company's Annual Report on Form 10-K for the year ended
               December 31, 2000;

         (b)   The Company's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, and June 30, 2001;

         (c)   The Company's Current Report on Form 8-K filed on July 10, 2001;
               and

         (d)   The Company's description of Common Shares of Beneficial
               Interest, $.01 par value, and related Preferred Share Purchase
               Rights on Forms 8-A, and all amendments and reports updating
               such descriptions, filed with the Commission.

         All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in
the registration statement and to be part thereof from the date of filing
of such documents.

Item 4.  Description of Securities
         -------------------------

         Not applicable.

Item 5.  Interest of Named Experts and Counsel
         -------------------------------------

         The validity of the issuance of the Common Shares registered
hereunder will be passed upon for ProLogis by the law firm of Mayer, Brown
& Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing ProLogis and certain of its affiliates.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Article 4, Section 10 of the Declaration of Trust provides as
follows with respect to the limitation of liability of Trustees:

         "To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of trustees of a real estate
investment trust, no Trustee of the Trust shall be liable to the Trust or
to any Shareholder for money damages. Neither the amendment nor repeal of
this Section 10, nor the adoption or amendment of any other provision of
this Declaration of Trust inconsistent with this Section 10, shall apply to
or affect in any respect the applicability of the preceding sentence with
respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption. In the absence of any Maryland statute
limiting the liability of trustees of a Maryland real estate investment
trust for money damages in a suit by or on behalf of the Trust or by any
Shareholder, no Trustee of the Trust shall be liable to the Trust or to any
Shareholder for money damages except to the extent that (i) the Trustee
actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or
services actually received; or (ii) a judgment or other final adjudication
adverse to the Trustee is entered in a proceeding based on a finding in the
proceeding that the Trustee's action or failure to act was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding."


                                      -2-
<PAGE>

         Article 4, Section 11 of the Declaration of Trust provides as
follows with respect to the indemnification of Trustees:

         "The Trust shall indemnify each Trustee, to the fullest extent
permitted by Maryland law, as amended from time to time, in connection with
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he or she was a Trustee of the Trust or is or was serving at the
request of the Trust as a director, trustee, officer, partner, manager,
member, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, limited liability company, other
enterprise or employee benefit plan, from all claims and liabilities to
which such person may become subject by reason of service in such capacity
and shall pay or reimburse reasonable expenses, as such expenses are
incurred, of each Trustee in connection with any such proceedings."

         Article 8, Section 1 of the Declaration of Trust provides as
follows with respect to the limitation of liability of officers and
employees:

         "To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of officers of a real estate
investment trust, no officer of the Trust shall be liable to the Trust or
to any Shareholder for money damages. Neither the amendment nor repeal of
this Section 1, nor the adoption or amendment of any other provision of
this Declaration of Trust inconsistent with this Section 1, shall apply to
or affect in any respect the applicability of the preceding sentence with
respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption. In the absence of any Maryland statute
limiting the liability of officers of a Maryland real estate investment
trust for money damages in a suit by or on behalf of the Trust or by any
Shareholder, no officer of the Trust shall be liable to the Trust or to any
Shareholder for money damages except to the extent that (i) the officer
actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or
services actually received; or (ii) a judgment or other final adjudication
adverse to the officer is entered in a proceeding based on a finding in the
proceeding that the officer's action or failure to act was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding."

         Article 8, Section 2 of the Declaration of Trust provides as
follows with respect to the indemnification of Trustees:

         "The Trust shall have the power to indemnify each officer,
employee and agent, to the fullest extent permitted by Maryland law, as
amended from time to time, in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she was
an officer, employee or agent of the Trust or is or was serving at the
request of the Trust as a director, trustee, officer, partner, manager,
member, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, limited liability company, other
enterprise or employee benefit plan, from all claims and liabilities to
which such person may become subject by reason of service in such capacity
and shall pay or reimburse reasonable expenses, as such expenses are
incurred, of each officer, employee or agent in connection with any such
proceedings."

         ProLogis has entered into indemnity agreements with each of its
officers and Trustees which provide for reimbursement of all expenses and
liabilities of such officer or Trustee, arising out of any lawsuit or claim
against such officer or Trustee due to the fact that he was or is serving
as an officer or Trustee, except for such liabilities and expenses (a) the
payment of which is judicially determined to be unlawful, (b) relating to
claims under Section 16(b) of the Securities Exchange Act of 1934 or (c)
relating to judicially determined criminal violations. In addition,
ProLogis has entered into indemnity agreements with each of its Trustees
who is not also an officer of ProLogis which provide for indemnification
and advancement of expenses to the fullest lawful extent permitted by
Maryland law in connection with any pending or completed action, suit or
proceeding by reason of serving as a Trustee and ProLogis has established a
trust to fund payments under the indemnification agreements.


                                  -3-
<PAGE>

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not applicable.

Item 8.  Exhibits
         --------

       See Index to Exhibits.



                                  -4-
<PAGE>

Item 9.  Undertakings
         ------------

         A.   Rule 415 Offering

              The undersigned registrant hereby undertakes:

              1.   To file, during any period in which offers or sales are
                   being 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;

                   ii.  To reflect in the prospectus any facts or events
                        arising after the effective date of 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 to such
                        information in the registration statement;

                        Provided, however, that paragraphs (A)(1)(i) and
                        (A)(1)(ii) do not apply if the registration
                        statement is on Form S-3 or Form S-8, and 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 of 1933, 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.       Filings Incorporating Subsequent Exchange Act Documents by
                  Reference

                  The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the
                  Securities Act of 1933, each filing of the registrant's
                  annual report pursuant to section 13(a) or section 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.


                                   -5-
<PAGE>

         C.       Indemnification of Directors and Officers

                  Insofar as indemnification for liabilities arising under
                  the Securities Act of 1933 may be permitted to directors,
                  officers and controlling persons of the registrant
                  pursuant to the provisions of the registrant's charter or
                  by-laws or otherwise, the registrant has been advised
                  that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy
                  as expressed in the Securities Act of 1933 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
                  of 1933 and will be governed by the final adjudication of
                  such issue.


                                    -6-
<PAGE>

                                 SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, ProLogis has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Aurora, State of Colorado, on September 27, 2001.


                                        ProLogis Trust

                                         /s/ K.  Dane Brooksher
                                        -----------------------------------
                                        K. Dane Brooksher
                                        Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

                             POWER OF ATTORNEY
                             -----------------

         KNOW ALL MEN BY THESE PRESENTS, that each of ProLogis Trust, a
Maryland real estate
investment trust, and the undersigned trustees and officers of ProLogis
Trust, hereby constitutes and appoints K. Dane Brooksher, Walter C.
Rakowich, Luke A. Lands and Edward S. Nekritz, its or his true and lawful
attorneys-in- fact and agents, for it or him and in its or his name, place
and stead, in any and all capacities, with full power to act alone, to sign
a registration statement filed with the Securities and Exchange Commission
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended, and any and all amendments thereto, and to file each such
registration statement or amendment, with all exhibits thereto, with the
Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform any and all acts and things requisite and necessary to be
done, as fully and to all intents and purposes as it or he might or could
so in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

SIGNATURE                       TITLE                       DATE
---------                       -----                       ----


 /s/ K. Dane Brooksher          Chairman, Chief Executive   September 27, 2001
---------------------------     Officer and Trustee
K. Dane Brooksher


 /s/ Irving F. Lyons III        President, Chief Investment September 27, 2001
---------------------------     Officer and Trustee
Irving F. Lyons III


 /s/ Walter C. Rakowich         Managing Director and       September 27, 2001
---------------------------     Chief Financial Officer
Walter C. Rakowich


 /s/ Luke A. Lands              Senior Vice President and   September 27, 2001
---------------------------     Controller
Luke A. Lands


 /s/ Shari J. Jones             Vice President              September 27, 2001
---------------------------     (Principal Accounting
Shari J. Jones                   Officer)



                                   -7-

<PAGE>

 /s/ C. Ronald Blankenship      Trustee                     September 27, 2001
---------------------------
C. Ronald Blankenship


 /s/ Stephen L. Feinberg        Trustee                     September 27, 2001
---------------------------
Stephen L. Feinberg


 /s/ Donald P. Jacobs           Trustee                     September 27, 2001
---------------------------
Donald P. Jacobs


 /s/ Kenneth N. Stensby         Trustee                     September 27, 2001
---------------------------
Kenneth N. Stensby


  J. Andre Teixeira             Trustee                     September 27, 2001
 --------------------------
J. Andre Teixeira


 /s/ Thomas G. Wattles          Trustee                     September 27, 2001
----------------------------
Thomas G. Wattles


 /s/ William D. Zollars         Trustee                     September 27, 2001
---------------------------
William D. Zollars



         The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of
Aurora, State of Colorado, on September 27, 2001.



                                       ProLogis Trust, as Administrator of the
                                       ProLogis Trust Employee Share Purchase
                                       Plan


                                        /s/ Edward S.  Nekritz
                                       -----------------------------------
                                       Edward S.  Nekritz
                                       Senior Vice President and Secretary



                                 -8-
<PAGE>



                             INDEX TO EXHIBITS


EXHIBIT                    DESCRIPTION
-------                    -----------

4.1      Articles of Amendment and Restatement of ProLogis Trust
         (Incorporated by reference to Exhibit 3.1 to ProLogis' Form 10-Q
         for the period ending June 30, 1999)

4.2      Amended and Restated Bylaws of ProLogis Trust (Incorporated by
         reference to Exhibit 3.2 to ProLogis' Form 10-Q for the period ending
         June 30, 1999)

4.3      Rights Agreement, dated as of December 31, 1993, between ProLogis
         and State Street Bank and Trust Company, as Rights Agent,
         including form of Rights Certificate (Incorporated by reference to
         Exhibit 4.4 to ProLogis' Registration Statement No. 33-78080)

4.4      First Amendment to Rights Amendment, dated as of February 15,
         1995, between ProLogis, State Street Bank and Trust Company and
         First National Bank of Boston, as successor Rights Agent
         (Incorporated by reference to Exhibit 3.1 to ProLogis' Form 10-Q
         for the quarter ended September 30, 1995)

4.5      Second Amendment to Rights Agreement, dated as of June 22, 1995,
         between ProLogis State Street Bank and Trust Company and The First
         National Bank of Boston (Incorporated by reference to Exhibit 3.1
         to ProLogis' Form 10-Q for the quarter ended September 30, 1995)

4.6      Form of share certificate for Common Shares of Beneficial Interest
         of ProLogis (Incorporated by reference to exhibit 4.4 to ProLogis'
         Registration Statement No. 33-73382)

4.7      ProLogis Trust Employee Share Purchase Plan, as amended and restated.

5.1      Opinion of Mayer, Brown & Platt as to the validity of the shares being
         offered

15.1     Letter from Arthur Andersen LLP as to unaudited interim statements

23.1     Consent of Arthur Andersen LLP, Chicago, Illinois

23.2     Consent of KPMG LLP, Stockholm, Sweden

23.3     Consent of KPMG LLP, New York, New York

23.4     Consent of Mayer, Brown & Platt (included in Exhibit 5.1)

24.1     Power of Attorney (included on Signature to this Registration
         Statement)


                               -9-
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 24055}]
{"company-data": {"conformed-name": "PROLOGIS TRUST", "cik": "0000899881", "assigned-sic": "6798", "irs-number": "742604728", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70274", "film-number": "1745867"}, "business-address": {"street1": "14100 EAST 35TH PLACE", "city": "AURORA", "state": "CO", "zip": "80011", "phone": "3033759292"}, "mail-address": {"street1": "14100 EAST 35TH PLACE", "city": "AURORA", "state": "CO", "zip": "80011"}, "former-company": {"former-conformed-name": "SECURITY CAPITAL INDUSTRIAL TRUST", "date-changed": "19931228"}}
As filed with the Securities and Exchange Commission on September 27, 2001
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                            --------------------

                               PROLOGIS TRUST
           (Exact name of registrant as specified in its charter)
         MARYLAND
   (State or other jurisdiction                        74-2604728
  of incorporation or organization)        (I.R.S. Employer Identification No.)

       14100 East 35th Place
         Aurora, Colorado                                 80011
(Address of principal executive offices)                (Zip Code)

            Registrant's telephone number, including area code:
                               (303) 375-9292

                               PROLOGIS TRUST
                        EMPLOYEE SHARE PURCHASE PLAN
                          (Full title of the plan)

                             Edward S. Nekritz
                               ProLogis Trust
                           14100 East 35th Place
                           Aurora, Colorado 80011
                               (303) 375-9292
                            (Agent for Service)

                            --------------------

                      CALCULATION OF REGISTRATION FEE
===============================================================================

                                            Proposed   Proposed
                                            Maximum    Maximum
                                            Offering   Aggregate     Amount of
Title of Securities        Amount to be     Price Per  Offering    Registration
to be Registered         Registered (1)(2)  Share(3)   Price(3)         Fee
-------------------------------------------------------------------------------
Common Shares of
Beneficial Interest,
par value $0.01 per
share (including
related preferred
share purchase rights)... 5,000,000 Shares   $19.845   $99,225,000  $24,806.25
===============================================================================
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of
         1933, this Registration Statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.
(2)      This Registration Statement also relates to such additional shares
         as may be issuable as a result of certain adjustments including,
         without limitation, share splits, share dividends,
         recapitalizations or other corporate restructurings.
(3)      Estimated solely for the purpose of computing the registration fee
         on the basis of the average of the high and low prices for the
         shares of Common Stock as reported on the New York Stock Exchange
         on September 21, 2001.
PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

         The following documents filed by ProLogis Trust (the "Company")
with the Securities and Exchange Commission (the "Commission") are
incorporated by reference as of their respective dates:

         (a)   The Company's Annual Report on Form 10-K for the year ended
               December 31, 2000;

         (b)   The Company's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, and June 30, 2001;

         (c)   The Company's Current Report on Form 8-K filed on July 10, 2001;
               and

         (d)   The Company's description of Common Shares of Beneficial
               Interest, $.01 par value, and related Preferred Share Purchase
               Rights on Forms 8-A, and all amendments and reports updating
               such descriptions, filed with the Commission.

         All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in
the registration statement and to be part thereof from the date of filing
of such documents.

Item 4.  Description of Securities
         -------------------------

         Not applicable.

Item 5.  Interest of Named Experts and Counsel
         -------------------------------------

         The validity of the issuance of the Common Shares registered
hereunder will be passed upon for ProLogis by the law firm of Mayer, Brown
& Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing ProLogis and certain of its affiliates.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Article 4, Section 10 of the Declaration of Trust provides as
follows with respect to the limitation of liability of Trustees:

         "To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of trustees of a real estate
investment trust, no Trustee of the Trust shall be liable to the Trust or
to any Shareholder for money damages. Neither the amendment nor repeal of
this Section 10, nor the adoption or amendment of any other provision of
this Declaration of Trust inconsistent with this Section 10, shall apply to
or affect in any respect the applicability of the preceding sentence with
respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption. In the absence of any Maryland statute
limiting the liability of trustees of a Maryland real estate investment
trust for money damages in a suit by or on behalf of the Trust or by any
Shareholder, no Trustee of the Trust shall be liable to the Trust or to any
Shareholder for money damages except to the extent that (i) the Trustee
actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or
services actually received; or (ii) a judgment or other final adjudication
adverse to the Trustee is entered in a proceeding based on a finding in the
proceeding that the Trustee's action or failure to act was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding."

                                      -2-
Article 4, Section 11 of the Declaration of Trust provides as
follows with respect to the indemnification of Trustees:

         "The Trust shall indemnify each Trustee, to the fullest extent
permitted by Maryland law, as amended from time to time, in connection with
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he or she was a Trustee of the Trust or is or was serving at the
request of the Trust as a director, trustee, officer, partner, manager,
member, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, limited liability company, other
enterprise or employee benefit plan, from all claims and liabilities to
which such person may become subject by reason of service in such capacity
and shall pay or reimburse reasonable expenses, as such expenses are
incurred, of each Trustee in connection with any such proceedings."

         Article 8, Section 1 of the Declaration of Trust provides as
follows with respect to the limitation of liability of officers and
employees:

         "To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of officers of a real estate
investment trust, no officer of the Trust shall be liable to the Trust or
to any Shareholder for money damages. Neither the amendment nor repeal of
this Section 1, nor the adoption or amendment of any other provision of
this Declaration of Trust inconsistent with this Section 1, shall apply to
or affect in any respect the applicability of the preceding sentence with
respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption. In the absence of any Maryland statute
limiting the liability of officers of a Maryland real estate investment
trust for money damages in a suit by or on behalf of the Trust or by any
Shareholder, no officer of the Trust shall be liable to the Trust or to any
Shareholder for money damages except to the extent that (i) the officer
actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or
services actually received; or (ii) a judgment or other final adjudication
adverse to the officer is entered in a proceeding based on a finding in the
proceeding that the officer's action or failure to act was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding."

         Article 8, Section 2 of the Declaration of Trust provides as
follows with respect to the indemnification of Trustees:

         "The Trust shall have the power to indemnify each officer,
employee and agent, to the fullest extent permitted by Maryland law, as
amended from time to time, in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she was
an officer, employee or agent of the Trust or is or was serving at the
request of the Trust as a director, trustee, officer, partner, manager,
member, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, limited liability company, other
enterprise or employee benefit plan, from all claims and liabilities to
which such person may become subject by reason of service in such capacity
and shall pay or reimburse reasonable expenses, as such expenses are
incurred, of each officer, employee or agent in connection with any such
proceedings."

         ProLogis has entered into indemnity agreements with each of its
officers and Trustees which provide for reimbursement of all expenses and
liabilities of such officer or Trustee, arising out of any lawsuit or claim
against such officer or Trustee due to the fact that he was or is serving
as an officer or Trustee, except for such liabilities and expenses (a) the
payment of which is judicially determined to be unlawful, (b) relating to
claims under Section 16(b) of the Securities Exchange Act of 1934 or (c)
relating to judicially determined criminal violations. In addition,
ProLogis has entered into indemnity agreements with each of its Trustees
who is not also an officer of ProLogis which provide for indemnification
and advancement of expenses to the fullest lawful extent permitted by
Maryland law in connection with any pending or completed action, suit or
proceeding by reason of serving as a Trustee and ProLogis has established a
trust to fund payments under the indemnification agreements.

                                  -3-
Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not applicable.

Item 8.  Exhibits
         --------

       See Index to Exhibits.

                                  -4-
Item 9.  Undertakings
         ------------

         A.   Rule 415 Offering

              The undersigned registrant hereby undertakes:

              1.   To file, during any period in which offers or sales are
                   being 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;

                   ii.  To reflect in the prospectus any facts or events
                        arising after the effective date of 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 to such
                        information in the registration statement;

                        Provided, however, that paragraphs (A)(1)(i) and
                        (A)(1)(ii) do not apply if the registration
                        statement is on Form S-3 or Form S-8, and 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 of 1933, 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.       Filings Incorporating Subsequent Exchange Act Documents by
                  Reference

                  The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the
                  Securities Act of 1933, each filing of the registrant's
                  annual report pursuant to section 13(a) or section 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.

                                   -5-
C.       Indemnification of Directors and Officers

                  Insofar as indemnification for liabilities arising under
                  the Securities Act of 1933 may be permitted to directors,
                  officers and controlling persons of the registrant
                  pursuant to the provisions of the registrant's charter or
                  by-laws or otherwise, the registrant has been advised
                  that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy
                  as expressed in the Securities Act of 1933 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
                  of 1933 and will be governed by the final adjudication of
                  such issue.

                                    -6-
SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, ProLogis has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Aurora, State of Colorado, on September 27, 2001.

                                        ProLogis Trust

                                         /s/ K.  Dane Brooksher
                                        -----------------------------------
                                        K. Dane Brooksher
                                        Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

                             POWER OF ATTORNEY
                             -----------------

         KNOW ALL MEN BY THESE PRESENTS, that each of ProLogis Trust, a
Maryland real estate
investment trust, and the undersigned trustees and officers of ProLogis
Trust, hereby constitutes and appoints K. Dane Brooksher, Walter C.
Rakowich, Luke A. Lands and Edward S. Nekritz, its or his true and lawful
attorneys-in- fact and agents, for it or him and in its or his name, place
and stead, in any and all capacities, with full power to act alone, to sign
a registration statement filed with the Securities and Exchange Commission
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended, and any and all amendments thereto, and to file each such
registration statement or amendment, with all exhibits thereto, with the
Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform any and all acts and things requisite and necessary to be
done, as fully and to all intents and purposes as it or he might or could
so in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

SIGNATURE                       TITLE                       DATE
---------                       -----                       ----

 /s/ K. Dane Brooksher          Chairman, Chief Executive   September 27, 2001
---------------------------     Officer and Trustee
K. Dane Brooksher

 /s/ Irving F. Lyons III        President, Chief Investment September 27, 2001
---------------------------     Officer and Trustee
Irving F. Lyons III

 /s/ Walter C. Rakowich         Managing Director and       September 27, 2001
---------------------------     Chief Financial Officer
Walter C. Rakowich

 /s/ Luke A. Lands              Senior Vice President and   September 27, 2001
---------------------------     Controller
Luke A. Lands

 /s/ Shari J. Jones             Vice President              September 27, 2001
---------------------------     (Principal Accounting
Shari J. Jones                   Officer)

                                   -7-
/s/ C. Ronald Blankenship      Trustee                     September 27, 2001
---------------------------
C. Ronald Blankenship

 /s/ Stephen L. Feinberg        Trustee                     September 27, 2001
---------------------------
Stephen L. Feinberg

 /s/ Donald P. Jacobs           Trustee                     September 27, 2001
---------------------------
Donald P. Jacobs

 /s/ Kenneth N. Stensby         Trustee                     September 27, 2001
---------------------------
Kenneth N. Stensby

  J. Andre Teixeira             Trustee                     September 27, 2001
 --------------------------
J. Andre Teixeira

 /s/ Thomas G. Wattles          Trustee                     September 27, 2001
----------------------------
Thomas G. Wattles

 /s/ William D. Zollars         Trustee                     September 27, 2001
---------------------------
William D. Zollars

         The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of
Aurora, State of Colorado, on September 27, 2001.

                                       ProLogis Trust, as Administrator of the
                                       ProLogis Trust Employee Share Purchase
                                       Plan

                                        /s/ Edward S.  Nekritz
                                       -----------------------------------
                                       Edward S.  Nekritz
                                       Senior Vice President and Secretary

                                 -8-
INDEX TO EXHIBITS

EXHIBIT                    DESCRIPTION
-------                    -----------

4.1      Articles of Amendment and Restatement of ProLogis Trust
         (Incorporated by reference to Exhibit 3.1 to ProLogis' Form 10-Q
         for the period ending June 30, 1999)

4.2      Amended and Restated Bylaws of ProLogis Trust (Incorporated by
         reference to Exhibit 3.2 to ProLogis' Form 10-Q for the period ending
         June 30, 1999)

4.3      Rights Agreement, dated as of December 31, 1993, between ProLogis
         and State Street Bank and Trust Company, as Rights Agent,
         including form of Rights Certificate (Incorporated by reference to
         Exhibit 4.4 to ProLogis' Registration Statement No. 33-78080)

4.4      First Amendment to Rights Amendment, dated as of February 15,
         1995, between ProLogis, State Street Bank and Trust Company and
         First National Bank of Boston, as successor Rights Agent
         (Incorporated by reference to Exhibit 3.1 to ProLogis' Form 10-Q
         for the quarter ended September 30, 1995)

4.5      Second Amendment to Rights Agreement, dated as of June 22, 1995,
         between ProLogis State Street Bank and Trust Company and The First
         National Bank of Boston (Incorporated by reference to Exhibit 3.1
         to ProLogis' Form 10-Q for the quarter ended September 30, 1995)

4.6      Form of share certificate for Common Shares of Beneficial Interest
         of ProLogis (Incorporated by reference to exhibit 4.4 to ProLogis'
         Registration Statement No. 33-73382)

4.7      ProLogis Trust Employee Share Purchase Plan, as amended and restated.

5.1      Opinion of Mayer, Brown & Platt as to the validity of the shares being
         offered

15.1     Letter from Arthur Andersen LLP as to unaudited interim statements

23.1     Consent of Arthur Andersen LLP, Chicago, Illinois

23.2     Consent of KPMG LLP, Stockholm, Sweden

23.3     Consent of KPMG LLP, New York, New York

23.4     Consent of Mayer, Brown & Platt (included in Exhibit 5.1)

24.1     Power of Attorney (included on Signature to this Registration
         Statement)

                               -9-