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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * CUSHING DANIEL K   2. Issuer Name and Ticker or Trading Symbol PRENTISS PROPERTIES TRUST/MD [PP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 3890 WEST 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   18,028 D (1) 0 D   Common Shares 01/05/2006   D   12,618 D (2) 0 D   Common Shares 01/05/2006   D   500 D (3) 0 I By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Stock Options

$ 28.1

01/05/2006

D

3,895

(4)

02/28/2012

Common Shares

3,895

(4)

0

D

Stock Options

$ 26.09

01/05/2006

D

5,000

(5)

03/05/2013

Common Shares

5,000

(5)

0

D

Stock Options

$ 34.2

01/05/2006

D

22,000

(6)

02/23/2014

Common Shares

22,000

(6)

0

D

Stock Options

$ 34.8

01/05/2006

D

30,000

(7)

02/03/2015

Common Shares

30,000

(7)

0

D

Stock Options

$ 28.1

01/05/2006

D

201

(8)

02/28/2012

Common Shares

201

(8)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CUSHING DANIEL K 3890 WEST NORTHWEST HIGHWAY SUITE 400 DALLAS, TX 75220			Senior Vice President

Signatures

Gregory S. Imhoff (POA on File) Daniel K. Cushing		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 26,097 shares of BDN having a market value of $755,508 on the date of the merger.
(2)	These shares will be exchanged for the merger consideration of $21.50 per share and 9,051 shares of BDN having a market value of $262,026 on the date of the merger.
(3)	See footnote 2.
(4)	This option, held in a deferred compensation account, which provided for vesting in three equal annual installments beginning on February 28, 2002, was assumed by Brandywine in the merger and replaced with and option to purchase 5,638 common shares of beneficial interest of Brandywine for $19.4114 per common share.
(5)	This option, held in a deferred compensation account, which provided for vesting in three equal annual installments beginning on March 5, 2003, was assumed by Brandywine in the merger and replaced with and option to purchase 7,238 common shares of beneficial interest of Brandywine for $18.0229 per common share.
(6)	This option, held in a deferred compensation account, which provided for vesting in three equal annual installments beginning on February 23, 2004, was assumed by Brandywine in the merger and replaced with and option to purchase 31,847 common shares of beneficial interest of Brandywine for $23.6253 per common share.
(7)	This option, which provided for vesting in three equal annual installments beginning on February 3, 2005, was assumed by Brandywine in the merger and replaced with an option to purchase 43,428 common shares of beneficial interest of Brandywine for $24.0398 per common share.
(8)	This option, which provided for vesting in three equal annual installments beginning February 28, 2002, was canceled in the merger in exchange for a cash payment of $2,608.98, representing the number of unexercised shares relating to such option times the difference between the per share exercise price of the option and the per share cash value of the merger consideration $41.08 per share.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.