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 * MULRONEY BRIAN   2. Issuer Name and Ticker or Trading Symbol TRIZEC PROPERTIES INC [TRZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TRIZEC PROPERTIES, INC., 10 S. RIVERSIDE PLAZA, SUITE 1100 3. Date of Earliest Transaction (Month/Day/Year) 10/05/2006 (Street) CHICAGO, IL 60606 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

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
Deferred Compensation Right	(1)	10/05/2006		D			10,647.1667 (2)	(3)	(3)	Common Stock	10,647.1667	$ 29.0209	0	D
Employee Stock Option (right to buy)	$ 16.01	10/05/2006		D			6,000	(4)	10/31/2008	Common Stock	6,000	$ 13.0109	0	D
Employee Stock Option (right to buy)	$ 16.97	10/05/2006		D			12,000	(5)	10/31/2008	Common Stock	12,000	$ 12.0509	0	D
Employee Stock Option (right to buy)	$ 17.93	10/05/2006		D			12,000	(6)	10/31/2008	Common Stock	12,000	$ 11.0909	0	D
Employee Stock Option (right to buy)	$ 14.58	10/05/2006		D			15,625	(7)	11/01/2007	Common Stock	15,625	$ 14.4409	0	D
Warrant (right to buy)	$ 14.58	10/05/2006		D			6,250	(8)	11/01/2007	Common Stock	6,250	$ 14.4409	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MULRONEY BRIAN C/O TRIZEC PROPERTIES, INC. 10 S. RIVERSIDE PLAZA, SUITE 1100 CHICAGO, IL 60606	X

Signatures

/s/ Bansari Shah, by power of attorney		10/05/2006
**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)	1 for 1.
(2)	Includes 10,646.1667 deferred compensation rights awarded under the Trizec Properties, Inc. Non-Employee Directors Deferred Compensation Plan (the "Deferred Compensation Plan"), which due to restrictions in the issuer's certificate of incorporation that prohibit "non-qualifying U.S. persons" from holding shares of the issuer's common stock, are payable solely in cash in lieu of shares of the issuer's common stock. Also includes 73.1667 deferred compensation rights credited to the reporting person's account as a result of dividend reinvestments under the Trizec Properties, Inc. Stock Fund Account since the reporting person's last Form 4 and 1 share credited under the Trizec Properties, Inc. Stock Fund Account due to rounding since the reporting person's last Form 4.
(3)	Disposed of pursuant to the agreement and plan of merger and arrangement agreement between the issuer and affiliates of Brookfield Properties Corporation, pursuant to which the reporting person received a cash payment of $308,990 upon termination of services as director of the issuer in accordance with the Deferred Compensation Plan.
(4)	This option, which is fully vested, was canceled in the merger for cash payment of $78,065, representing the difference between the exercise price of the option and the cash merger consideration ($29.0209 per share).
(5)	This option, which is fully vested, was canceled in the merger for cash payment of $144,611, representing the difference between the exercise price of the option and the cash merger consideration ($29.0209 per share).
(6)	This option, which is fully vested, was canceled in the merger for cash payment of $133,091, representing the difference between the exercise price of the option and the cash merger consideration ($29.0209 per share).
(7)	This option, which is fully vested, was canceled in the merger for cash payment of $225,639, representing the difference between the exercise price of the option and the cash merger consideration ($29.0209 per share).
(8)	This warrant was canceled in the merger for cash payment of $90,256 representing the difference between the exercise price of the warrant and the cash merger consideration ($29.0209 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.