Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PRENTISS MICHAEL V
   2. Issuer Name and Ticker or Trading Symbol
PRENTISS PROPERTIES TRUST/MD [PP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Chairman of the Board
(Last)
(First)
(Middle)
3890 W. NORTHWEST HIGHWAY, SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
01/05/2006
(Street)

DALLAS, TX 75220		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 01/05/2006   D   152,991 D (1) 0 D  
Common Shares 01/05/2006   D   1,483,711 D (2) 0 D  
Common Shares 01/05/2006   D   433,193 D (3) 0 I By Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units of Limited Partnership Interest $ 0 01/05/2006   D     262,733   (4) 12/31/2050 Common Shares 262,733 (4) 0 D  
Units of Limited Partnership Interst $ 0 01/05/2006   D     333,387   (5) 12/31/2050 Common Shares 333,387 (5) 0 I By Trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PRENTISS MICHAEL V
3890 W. NORTHWEST HIGHWAY
SUITE 400
DALLAS, TX 75220		   X     Chairman of the Board

Signatures

 Gregory S. Imhoff (POA on File0 Michael V. Prentiss   01/09/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares were held in a deferred compensation account and will be exchanged at the option exercise ratio for 221,469 shares of BDN having a market value of $6,411,528 on the date of the merger.
(2) These shares were held directly and will be exchanged for the merger consideration of $21.50 per share and 1,023,760 shares of BDN having a market value of $29,637,852 on the date of the merger. In addition, Mr. Prentiss reports the disposition of 47,136 shares held in the Company's KEYSOP deferred compensation plan, the shares of which Mr. Prentiss was not entitled to vote.
(3) These shares were held indirectly (410,968 by trusts and 22,225 held by a foundation) and will be exchanged for the merger consideration of $21.50 per share and 298,903 shares of BDN having a market value of $8,653,242 on the date of the merger.
(4) These redeemable units of limited partnership interest of Prentiss Properties Acquistion Partners, L.P. which were convertible on a one for one basis into common shares of Prentiss Properties Trust, were converted in the merger into 362,545 Class A Units of Brandywine Operating Partnership, L.P. which are each convertible into 1 common share of Brandywine Realty Trust.
(5) These redeemable units of limited partnership interest of Prentiss Properties Acquistion Partners, L.P. held in Prentiss Credit Shelter Trust which were convertible on a one for one basis into common shares of Prentiss Properties Trust, were converted in the merger into 460,041 Class A Units of Brandywine Operating Partnership, L.P., which are each convertible into 1 common share of Brandywine Realty Trust.

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