Washington, D.C. 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) October 15, 2002


             (Exact Name of Registrant as Specified in its Charter)

                 (State or Other Jurisdiction of Incorporation)

             1-12848                                    74-2604728
-------------------------------           --------------------------------------
    (Commission File Number)               (I.R.S. Employer Identification No.)

14100 E. 35th Place, Aurora, Colorado                       80011
(Address of Principal Executive Offices)                  (Zip Code)

                                 (303) 375-9292
              (Registrant's Telephone Number, Including Area Code)

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



         ProLogis has established the 1999 Dividend Reinvestment and Share
Purchase Plan (the "Plan"). The terms of the Plan, as amended and restated, are
set forth in the prospectus which is a part of ProLogis' Registration Statement
No. 333-88150.

         ProLogis has amended the Plan, effective November 13, 2002, to provide
for the following:

         o        Only common shares of beneficial interest, par value $0.01 per
                  share ("Common Shares"), registered on the share transfer
                  books of ProLogis in a shareholder's name (and not in the name
                  of a bank, broker or other nominee) are eligible for
                  participation in the Plan. Distributions on Common Shares that
                  are registered in a name other than that of the shareholder
                  will not be reinvested under the Plan.

         o        A participant may reinvest distributions on any number of
                  Common Shares up to a maximum of 300,000 Common Shares per
                  quarter. This limit is subject to change at any time at
                  ProLogis' sole discretion. For purposes of applying this
                  limitation, all Plan accounts considered to be under the
                  common control or management of a participant may be

         o        Common Shares purchased directly from ProLogis under the Plan
                  in connection with the reinvestment of distributions and in
                  connection with optional cash payments of $10,000 or less may
                  be purchased at a discount ranging from 0% to 2% from the
                  average of the high and low sales prices of Common Shares as
                  reported in the New York Stock Exchange Composite Transaction
                  list on the relevant distribution payment date or the relevant
                  investment date as the case may be. The discount may be
                  adjusted by ProLogis from time to time at its sole discretion.
                  Previously, the discount was 2%.

         A beneficial owner (a shareholder whose Common Shares are registered on
the share transfer books of ProLogis in a name other than the name of such
shareholder; for example in the name of a broker, bank or other nominee) may
elect to participate in the Plan after instructing his, her or its financial
intermediary to re-register all or a portion of such Common Shares into his, her
or its own name.

         In accordance with the terms of the Plan, ProLogis hereby provides
notice to each participant of this amendment to the Plan.



         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.


Dated: October 15, 2002         By:   /s/ Edward S. Nekritz
                                   Name:    Edward S. Nekritz
                                   Title:   Secretary and Senior Vice President