UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~exchange~~of ~~act~~Report (Date of ~~1934~~ Earliest Event Reported): August 12, 2005

~~Date~~ Prentiss ofProperties ~~report~~ Trust __________________________________________ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~August 1,~~in ~~2005~~its charter)

PRENTISS PROPERTIES TRUST


Maryland	1-14516	75-2661588
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

3890 West Northwest Hwy, Suite 400, Dallas, Texas		75220
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

~~(Exact~~Registrant’s ~~Name~~telephone ofnumber, ~~Registrant~~including asarea ~~Specified~~code: ~~in Charter)~~214-654-0886

~~Maryland~~ Not ~~(State~~Applicable ______________________________________________ Former name or ~~other~~former ~~jurisdiction~~address, ofif ~~incorporation)~~changed ~~1-14516~~since ~~(Commission~~last ~~File Number) 75-2661588 (I.R.S. Employer Identification Number)~~report

~~3890~~ Check W.the ~~Northwest~~appropriate ~~Hwy.~~box ~~Suite~~below ~~400~~if ~~Dallas,~~the ~~Texas~~Form ~~(Address~~8-K filing is intended to simultaneously satisfy the filing obligation of ~~principal~~the ~~executive~~registrant ~~offices)~~under ~~75220~~any of ~~(Zip~~the ~~code)~~following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (~~214~~17 CFR 230.425) ~~654~~ [ ] Soliciting material pursuant to Rule 14a-~~0886~~12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(~~Registrant’s~~b) ~~telephone~~under ~~number,~~the ~~including~~Exchange ~~area~~Act ~~code~~(17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Not Applicable~~ ~~(Former~~ Top ~~name~~of orthe ~~former address, if changed since last report)~~Form

~~Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the~~ ~~filing~~ Item ~~obligation~~3.02 ofUnregistered ~~the~~Sales ~~Registrant under any~~ of ~~the~~Equity ~~following provisions:~~Securities.

~~o Written~~ On ~~communications~~August 12, 2005, pursuant to ~~Rule 425~~the ~~under~~Contribution Agreement and Joint Escrow Instructions (the ~~Securities~~"Agreement") ~~Act o Soliciting~~by ~~material~~and ~~pursuant~~among toConcord ~~Rule 14a-12~~Airport ~~under~~Plaza Associates, L.P., and its partners and our operating partnership (Prentiss Properties Acquisition Partners, L.P.), our operating partnership acquired from an unrelated third party all of the ~~Exchange~~outstanding ~~Act o Pre~~limited partnership interests in Concord Airport Plaza Associates, L.P., a California limited partnership ("CAPA"). CAPA owns a two building office complex containing approximately 350,256 net rentable square feet known as 1200 and 1220 Concord Avenue in Concord, California. The limited partnership interests in CAPA were acquired for aggregate consideration of approximately $60.6 million, and the assumption of $3.55 million of current obligations. The acquisition was funded through the issuance of 547,262 common Partnership Units (as that term is defined in the Third Amended and Restated Agreement of Limited Partnership of Prentiss Properties Acquisition Partners, L.P. (the "Partnership Agreement")) of our operating partnership, the assumption of an existing $39.5 million non-~~commencement~~recourse ~~communications~~mortgage, ~~pursuant~~the assumption of $3.55 million of current obligations, with the balance of approximately $0.7 million (plus closing costs) funded with borrowings under our revolving credit facility. The Partnership Units were all issued to "accredited investors" within the meaning of Rule ~~14d-2~~ 501(ba) promulgated under the ~~Exchange~~Securities Act ~~o Pre-commencement~~ ~~communications~~of ~~pursuant~~1933, toas ~~Rule 13e-~~amended, in reliance upon an exemption from registration under Regulation D and Section 4(c2) ~~under~~of the Securities Act of 1933. The parties also entered into a Registration Rights Agreement wherein Prentiss Properties Trust agreed to file with the Securities and Exchange Commission (the "Commission") a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended, or similar rule that may be adopted by the Commission, within either two weeks prior to or two weeks after the first anniversary of the date of the Agreement, with respect to the issuance by Prentiss Properties Trust, or to the extent necessary, the resale by the contributing partners, of at least the number of shares of Prentiss Properties Trust issuable to the contributing partners upon exchange of the Partnership Units. Each common Partnership Unit is exchangeable for one common share of beneficial interest of Prentiss Properties Trust, such exchange occurring pursuant to the Partnership Agreement and a notice from the contributing partners of their intent to exchange.

~~ITEM~~ Item 18.01 ~~ENTRY~~Other ~~INTO A MATERIAL DEFINITIVE AGREEMENT~~Events.

~~Renewal~~ Subsequent to December 31, 2004, we have acquired the following properties that in the aggregate are significant: On February 14, 2005, Prentiss Office Investors, L.P., which is owned 51% by our operating partnership and its affiliates and 49% by Stichting Pensioenfond ABP, acquired from an unrelated third party, a two building office complex with approximately 197,000 net rentable square feet. The properties are located in Herndon, Virginia and were acquired for gross proceeds of $51.8 million. Each partner contributed their pro rata share of the purchase price to Prentiss Office Investors, L.P. for the acquisition. Amounts contributed from the operating partnership were funded with proceeds from our revolving credit facility. On ~~July 26~~May 2, 2005, weusing ~~renewed~~proceeds from our revolving credit facility, ~~increased~~ itour ~~from~~operating ~~$375~~partnership tocompleted a transaction in which we effectively acquired for $~~400~~ 103.2 million the remaining 75% interest in Tysons International Partners, a joint venture that prior to the transaction was owned 25% by our operating partnership and ~~obtained~~75% by an ~~expansion~~unrelated ~~right~~third toparty. The ~~$500 million~~joint venture, through its two wholly-owned subsidiaries ("subsidiaries") owned two office properties totaling approximately 456,000 net rentable square feet in Tyson’s Corner, Virginia. Pursuant ~~The facility~~to ~~also~~the ~~includes~~purchase anagreement, ~~extension~~our ~~right~~operating partnership acquired from Tysons International Partners 100% of the ~~maturity~~subsidiaries ~~date~~thereby giving us 100% ownership of the two office properties. Tysons International Partners distributed the proceeds from ~~July 26~~the sale and immediately thereafter redeemed the 75% partner’s interest in the joint venture. As a result of the redemption, ~~2008~~Tysons toInternational Partners terminated as a joint venture. On July 26 14, ~~2009~~2005, Prentiss Office Investors, L. P., acquired, from an unrelated third party, an office building with approximately 238,000 net rentable square feet. The ~~interest~~property ~~rate~~is onlocated in the ~~facility~~City ~~will~~Center ~~fluctuate~~submarket ~~based~~of onthe ~~our~~Oakland, ~~overall~~California ~~leverage~~CBD ~~with~~and awas ~~range between~~acquired ~~LIBOR~~for ~~plus~~gross 85proceeds ~~basis~~of ~~points~~$39.4 ~~and~~million. Each ~~LIBOR~~partner ~~plus~~contributed ~~135~~their ~~basis~~pro ~~points~~rata share of the cash purchase price to Prentiss Office Investors, L.P. ~~The~~for ~~pricing~~the onacquisition. Amounts contributed from the ~~renewed~~ operating partnership were funded with proceeds from our revolving credit facility. As ~~generally~~a ~~represents~~part of the transaction, the venture assumed a $25 ~~basis~~million ~~point~~non-recourse tomortgage 30with ~~basis~~a ~~point~~5.175% ~~pricing~~interest ~~reduction~~rate ~~across~~that ~~the leverage~~amortizes ~~grid~~on a 30-year amortization schedule and ~~several~~has ~~covenant~~a ~~requirements~~maturity ~~were~~date ~~also~~of ~~modified~~June 1, 2010.On August 12, 2005, pursuant to the ~~Company’s~~Contribution ~~benefit~~Agreement and Joint Escrow Instructions (the "Agreement") by and among Concord Airport Plaza Associates, L. ~~Except~~P., asand ~~set~~its ~~forth~~partners ~~above~~and our operating partnership (Prentiss Properties Acquisition Partners, ~~the~~L.P.), ~~remaining~~our ~~terms~~operating partnership acquired from an unrelated third party all of the ~~revolving~~outstanding ~~credit~~limited ~~facility~~partnership ~~remain substantially~~interests ~~unchanged~~in Concord Airport Plaza Associates, L.P., ~~Banking~~a ~~participants~~California inlimited ~~the~~partnership ~~revolving~~("CAPA"). CAPA ~~credit~~owns ~~facility~~a ~~include~~two JPbuilding ~~Morgan Chase~~office ~~Bank~~complex ascontaining ~~Administrative~~approximately ~~Agent;~~350,256 ~~Bank~~net ofrentable ~~America~~square feet known as ~~Syndication~~1200 ~~Agent;~~and ~~Commerzbank,~~1220 ~~EuroHypo, Societe~~Concord ~~General~~Avenue in Concord, ~~PNC~~California. The ~~Bank~~limited partnership interests in CAPA were acquired for aggregate consideration of approximately $60.6 million, ~~Sun~~and ~~Trust~~the assumption of $3.55 million of current obligations. The acquisition was funded through the issuance of 547,262 ~~Union~~common ~~Bank~~Partnership Units (as that term is defined in the Third Amended and Restated Agreement of ~~California~~Limited Partnership of Prentiss Properties Acquisition Partners, ~~Comerica~~L.P. ~~Bank~~(the "Partnership Agreement")) of our operating partnership, ~~Mellon~~the ~~Bank~~assumption of an existing $39.5 million non-recourse mortgage, ~~Deutsche~~ ~~Bank~~the assumption of $3.55 million of current obligations, ~~ING~~with ~~Real~~the ~~Estate~~balance ~~Finance~~of approximately $0.7 million (plus closing costs) funded with borrowings under our revolving credit facility. The non-recourse mortgage bears interest at 7.2%, UShas ~~Bank~~a 25-year amortization schedule and ~~Wachovia~~a ~~Bank~~maturity asdate ~~Lenders~~of January 1, 2012.

~~SIGNATURE~~ Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~ Financial toStatements ~~the~~and ~~requirements~~Pro ofForma Financial InformationAudited financial information will be provided for the ~~Securities~~periods ~~Exchange~~specified ~~Act~~under Rule 3-14 of ~~1934,~~Regulation ~~the~~S-X ~~registrant~~within ~~has~~71 ~~duly caused~~days of this report. Pro toforma befinancial ~~signed~~information onfor ~~its~~the ~~behalf~~Company bywill ~~the~~also ~~undersigned~~be ~~thereunto~~provided ~~duly~~at ~~authorized~~that time.

	PRENTISS PROPERTIES TRUST
Date: August 1, 2005	By:	/s/ GREGORY S. IMHOFF
		Gregory S. Imhoff
		Senior Vice President and Secretary

Top of the Form

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Prentiss Properties Trust

August 17, 2005	By:	Gregory S. Imhoff

		Name: Gregory S. Imhoff
		Title: Senior Vice President, Chief Administrative Officer, Legal Counsel and Secretary


	Prentiss Properties Trust

August 17, 2005	By:	Scott W. Fordham

		Name: Scott W. Fordham
		Title: Senior Vice President and Chief Accounting Officer

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