As filed with the Securities and Exchange Commission on September 27, 2000
                                                             File No. 333-
================================================================================
                     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                                   74-2604728
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


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

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

                               PROLOGIS TRUST
                2000 SHARE OPTION PLAN FOR OUTSIDE TRUSTEES
                          (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
                              Amount     Offering      Aggregate      Amount of
Title of Securities           to be      Price         Offering     Registration
to be Registered            Registered   Per Share*    Price*            Fee
--------------------------------------------------------------------------------
Common Shares of
Beneficial Interest, $.01
par value (including
related preferred share
purchase rights)......... 400,000 Shares   $23.781    $9,512,400     $2,511.27
================================================================================

  *     Estimated solely for the purpose of computing the registration fee
        on the basis of the average of the high and low prices for the
        Common Shares as reported on the New York Stock Exchange on
        September 25, 2000.


================================================================================



<PAGE>

                                  Part II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

        The following documents, which have heretofore been filed by
ProLogis Trust ("ProLogis") with the Securities and Exchange Commission
(File No. 1-12846) are incorporated by reference herein and shall be deemed
to be a part hereof:

         (a)      Annual Report on Form 10-K for the year ended
                  December 31, 1999;

         (b)      Quarterly Report on Form 10-Q for the quarter ended
                  June 30, 2000; and

         (c)      The description of ProLogis's Common Shares of Beneficial
                  Interest, $.01 par value per share, and the related
                  Preferred Share Purchase Rights included in ProLogis's
                  Registration Statements on Form 8-A, as amended, filed
                  with the Commission.

All documents subsequently filed by ProLogis pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests 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."




<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.


<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits.

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
                                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 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.


<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.


<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 26, 2000.

                                 ProLogis Trust

                                 By:  /s/ K. Sane Brooksher
                                    --------------------------------------------
                                        K. Dane Brooksher
                                        Chairman, 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, M. Gordon Keiser, Jr. 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
do 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 26, 2000
    K. Dane Brooksher           Officer and Trustee


/s/ Irving F. Lyons, III        President, Chief Investment   September 26, 2000
-----------------------------   Officer and Trustee
     Irving F. Lyons III


/s/ Walter C. Rakowich          Chief Financial Officer       September 26, 2000
-----------------------------   and Managing Director
    Walter C. Rakowich


/s/ Shari J. Jones               Vice President               September 26, 2000
-----------------------------    (Principal Accounting
    Shari J. Jones               Officer)


/s/ Thomas G. Wattles            Trustee                      September 26, 2000
-----------------------------
    Thomas G. Wattles


<PAGE>



/s/ Stephen L. Feinberg          Trustee                      September 26, 2000
-----------------------------
    Stephen L. Feinberg

/s/ Donald P. Jacobs             Trustee                      September 26, 2000
-----------------------------
    Donald P. Jacobs

/s/ William G. Myers             Trustee                      September 26, 2000
-----------------------------
    William G. Myers

/s/ John E. Robson               Trustee                      September 26, 2000
-----------------------------
    John E. Robson

/s/ J. Andre Teixeira            Trustee                      September 26, 2000
-----------------------------
    J. Andre Teixeira

/s/ C. Ronald Blankenship        Trustee                      September 26, 2000
-----------------------------
    C. Ronald Blankenship

/s/ Kenneth N. Stensby           Trustee                      September 26, 2000
-----------------------------
    Kenneth N. Stensby




<PAGE>

                               EXHIBIT INDEX

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)

4.1        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
           The 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 2000 Share Option Plan for Outside Trustees

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

15.1       Letter from Arthur Andersen LLP re unaudited interim financial
           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)
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{"company-data": {"conformed-name": "PROLOGIS TRUST", "cik": "0000899881", "assigned-sic": "6500", "irs-number": "742604728", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46698", "film-number": "729494"}, "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, 2000
                                                             File No. 333-
================================================================================
                     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                                   74-2604728
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

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

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

                               PROLOGIS TRUST
                2000 SHARE OPTION PLAN FOR OUTSIDE TRUSTEES
                          (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
                              Amount     Offering      Aggregate      Amount of
Title of Securities           to be      Price         Offering     Registration
to be Registered            Registered   Per Share*    Price*            Fee
--------------------------------------------------------------------------------
Common Shares of
Beneficial Interest, $.01
par value (including
related preferred share
purchase rights)......... 400,000 Shares   $23.781    $9,512,400     $2,511.27
================================================================================

  *     Estimated solely for the purpose of computing the registration fee
        on the basis of the average of the high and low prices for the
        Common Shares as reported on the New York Stock Exchange on
        September 25, 2000.

================================================================================
Part II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

        The following documents, which have heretofore been filed by
ProLogis Trust ("ProLogis") with the Securities and Exchange Commission
(File No. 1-12846) are incorporated by reference herein and shall be deemed
to be a part hereof:

         (a)      Annual Report on Form 10-K for the year ended
                  December 31, 1999;

         (b)      Quarterly Report on Form 10-Q for the quarter ended
                  June 30, 2000; and

         (c)      The description of ProLogis's Common Shares of Beneficial
                  Interest, $.01 par value per share, and the related
                  Preferred Share Purchase Rights included in ProLogis's
                  Registration Statements on Form 8-A, as amended, filed
                  with the Commission.

All documents subsequently filed by ProLogis pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests 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."
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.
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits.

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
                                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 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.
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.
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 26, 2000.

                                 ProLogis Trust

                                 By:  /s/ K. Sane Brooksher
                                    --------------------------------------------
                                        K. Dane Brooksher
                                        Chairman, 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, M. Gordon Keiser, Jr. 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
do 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 26, 2000
    K. Dane Brooksher           Officer and Trustee

/s/ Irving F. Lyons, III        President, Chief Investment   September 26, 2000
-----------------------------   Officer and Trustee
     Irving F. Lyons III

/s/ Walter C. Rakowich          Chief Financial Officer       September 26, 2000
-----------------------------   and Managing Director
    Walter C. Rakowich

/s/ Shari J. Jones               Vice President               September 26, 2000
-----------------------------    (Principal Accounting
    Shari J. Jones               Officer)

/s/ Thomas G. Wattles            Trustee                      September 26, 2000
-----------------------------
    Thomas G. Wattles
/s/ Stephen L. Feinberg          Trustee                      September 26, 2000
-----------------------------
    Stephen L. Feinberg

/s/ Donald P. Jacobs             Trustee                      September 26, 2000
-----------------------------
    Donald P. Jacobs

/s/ William G. Myers             Trustee                      September 26, 2000
-----------------------------
    William G. Myers

/s/ John E. Robson               Trustee                      September 26, 2000
-----------------------------
    John E. Robson

/s/ J. Andre Teixeira            Trustee                      September 26, 2000
-----------------------------
    J. Andre Teixeira

/s/ C. Ronald Blankenship        Trustee                      September 26, 2000
-----------------------------
    C. Ronald Blankenship

/s/ Kenneth N. Stensby           Trustee                      September 26, 2000
-----------------------------
    Kenneth N. Stensby
EXHIBIT INDEX

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)

4.1        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
           The 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 2000 Share Option Plan for Outside Trustees

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

15.1       Letter from Arthur Andersen LLP re unaudited interim financial
           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)