WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)        April 23, 2002

                                 ProLogis Trust
               (Exact Name of Registrant as Specified in Charter)

         Maryland                   1-12848                   74-2604728
(State or Other Jurisdiction      (Commission                (IRS Employer
     of Incorporation)            File Number)            Identification No.)

                              14100 East 35th Place
                              Aurora, Colorado 80011
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code:       (303) 375-9292

          (Former Name or Former Address, if Changed Since Last Report)


         On April 23, 2002 ProLogis Trust ("ProLogis") determined to dismiss
Arthur Andersen LLP as ProLogis' independent auditors and engaged KPMG LLP to
serve as ProLogis' independent auditors for 2002. This determination was
approved by the Board of Trustees of ProLogis upon the recommendation of the
Audit Committee of the Board of Trustees.

         During the years ended December 31, 2001 and 2000 and through the date
of this report, there were no disagreements with Arthur Andersen LLP on any
matter of accounting principle or practice, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of Arthur
Andersen LLP, would have caused them to make reference to the subject matter of
the disagreement in connection with their reports.

         The audit reports of Arthur Andersen LLP on ProLogis' consolidated
financial statements as of and for the fiscal years ended December 31, 2001 and
2000 did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.

         None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within ProLogis' two most recent fiscal years and
through the date hereof.

         ProLogis has provided Arthur Andersen LLP with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen LLP's letter,
dated April 23, 2002, stating its agreement with such statements.

         During the years ended December 31, 2001 and 2000 and through the date
hereof, ProLogis did not consult KPMG LLP regarding any matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.


        (c) Exhibits

         16.1.  Letter from Arthur Andersen LLP to the Securities and Exchange
                Commission dated April 23, 2002.

         99.1   Press release dated April 23, 2002 of ProLogis Trust.


         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 thereunto duly authorized.

                                 PROLOGIS TRUST

                                 By:      /s/  K. Dane Brooksher
                                               K. Dane Brooksher
                                     Chairman and Chief Executive Officer

April 23, 2002

                                                                   EXHIBIT 16.1

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

April 23, 2002

Dear Sir/Madam:

We have read the first five (5)  paragraphs  of Item 4 included  in the  Current
Report on Form 8-K dated April 23, 2002, of ProLogis Trust, to be filed with the
Securities  and Exchange  Commission  and are in agreement  with the  statements
contained therein.

Very truly yours,

/s/ Arthur Andersen LLP


cc: Mr. K. Dane Brooksher, Chairman and Chief Executive Officer, ProLogis Trust

                                                                   EXHIBIT 99.1

                        The Global Distribution Solution

N e w s  R e l e a s e
                                    Contact:  Investor Relations (800) 820-0181
                         Analyst/Media Contact:  Melissa Marsden (303) 576-2622


Denver -- April 23, 2002 - ProLogis (NYSE: PLD), a leading global provider of
distribution services and facilities, announced today that its Board of Trustees
has appointed KPMG LLP as the company's independent auditors, replacing Arthur
Andersen LLP.

"Arthur Andersen has been ProLogis' independent auditor since its inception in
1991 and has worked with the company and its affiliates in both North America
and Europe. During that time, Andersen has provided exemplary services delivered
with both professionalism and integrity," said Walter C. Rakowich, ProLogis'
chief financial officer. "We thank Arthur Andersen for all of their outstanding
efforts over the years on behalf of ProLogis, and particularly thank the
individuals with whom we have had the pleasure of working."

ProLogis is a leading global provider of integrated distribution facilities and
services, with 1,271 distribution facilities owned, operating and under
development throughout North America, Europe and Japan. ProLogis has built and
continues to expand the industry's first and only global network of distribution
facilities with the primary objective to increase shareholder value. The company
expects to achieve this objective through the ProLogis Operating System(R) and
its commitment to be `The Global Distribution Solution' by providing exceptional
corporate distribution services and facilities to meet customer expansion and
reconfiguration needs globally. As of December 31, 2001, ProLogis owned, managed
or had under development a total of 206.1 million square feet (19.2 million
square meters) of distribution facilities in 99 global markets.