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 *
ERNST MICHAEL A
   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)
CFO & Executive 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   21,750 D (1) 0 D  
Common Shares 01/05/2006   D   17,102 D (2) 0 D  

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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
Stock Options $ 26.09 01/05/2006   D     10,333   (3) 03/05/2013 Common Shares 10,333 (3) 0 D  
Stock Options $ 34.2 01/05/2006   D     17,633   (4) 02/23/2014 Common Shares 17,633 (4) 0 D  
Stock Options $ 34.8 01/05/2006   D     27,000   (5) 02/03/2015 Common Shares 27,000 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ERNST MICHAEL A
3890 WEST NORTHWEST HIGHWAY
SUITE 400
DALLAS, TX 75220		       CFO & Executive Vice President  

Signatures

 Gregory S. Imhoff (POA on File) Michael A. Ernst   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 31,485 shares of BDN having a market value of $911,491 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 11,800 shares of BDN having a market value of $341,610 on the date of the merger.
(3) This option, which provided for vesting in three equal annual installments beginning March 5, 2003, was canceled in the merger in exchange for a cash payment of $154,891.67, 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.
(4) This option, which provided for vesting in three equal annual installments beginning on February 23, 2004, was assumed by Brandywine in the merger and replaced with an option to purchase 25,525 common shares of beneficial interest of Brandywine for $23.6253 per common share.
(5) 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 39,085 common shares of beneficial interest of Brandywine for $24.0398 per common share.

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