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                                                                     EXHIBIT 4.4


               ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND

NO. 1                                    Shares
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                           PRENTISS PROPERTIES TRUST
                                         Shares
                                ---------
             Series D Cumulative Convertible Redeemable Preferred
            Shares of Beneficial Interest par value $.01 per share

THIS IS TO CERTIFY THAT Security Capital Preferred Growth Incorporated is the
owner of                                             fully paid and non-
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assessable shares of the above Corporation transferable only on the books of the
Corporation by the holder hereof in person or by a duly authorized Attorney upon
surrender of this Certificate properly endorsed.

WITNESS, the seal of the Corporation and the Signatures of its duly authorized
officers.
DATED:  March    , 2001
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Senior Vice President                             Secretary

                         [CORPORATE SEAL APPEARS HERE]

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          For Value Received,         hereby sell, assign and transfer unto
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                                                              Shares represented
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by the within Certificate and do hereby irrevocably constitute and appoint
                                                      Attorney to transfer the
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said Shares on the books of the within named Corporation with full power of
substitution in the premises.

     Dated
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          In presence of

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     The Trust will furnish to any shareholder, on request and without charge, a
full statement of the information required by Section 8-203(d) of the
Corporations and Associations Articles of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
shares  of each class of beneficial interest which the Trust has authority to
issue and, if the Trust is authorized to issue any preferred or special class in
series, (i) the differences in the relative rights and preferences between the
shares of each series to the extent set, and (ii) the authority of the Board of
Trustees to set such rights and preferences of subsequent series.  The foregoing
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the Amended and Restated Declaration of Trust of the
Trust, a copy of which will be sent without charge to each shareholder who
requests.  Such request must be made to the Secretary of the Trust at its
principal office.

     The Shares represented by this certificate are subject to restrictions on
transfer for the purpose of the Trust's maintenance of its status as a real
estate investment trust under the Internal Revenue Code of 1986, as amended (the
"Code").  Subject to certain further restrictions and except as provided in the
Amended and Restated Declaration of Trust of the Trust, no Person may (i)
Beneficially or Constructively Own Common Shares in excess of 8.5% (or such
other percentage as may be determined by the Board of Trustees) of the number of
outstanding Common Shares, (ii) Beneficially or Constructively Own Preferred
Shares of any series of Preferred Shares in excess of 9.8% of the number of
outstanding Preferred Shares of such series, (or such other percentage as may be
determined by the Board of Trustees), (iii) Beneficially Own Equity Shares that
would result in the Equity Shares being beneficially owned by fewer than 100
Persons (determined without reference to any rules of attribution), (iv)
Beneficially Own Equity Shares that would result in the Trust being "closely
held" under Section 856(h) of the Code, or (v) Constructively Own Equity Shares
that would cause the Trust to Constructively Own 10% or more of the ownership
interests in a tenant of the Trust's real property, within the meaning of
Section 856(d)(2)(B) of the Code.  Any Person who attempts to Beneficially or
Constructively Own shares of Equity Shares in excess of the above limitations
must immediately notify the Trust in writing.  If any restrictions above are
violated, the Equity Shares represented hereby will be transferred automatically
to a Share Trust and shall be designated Shares in Trust to a trustee of a trust
for the benefit of one or more charitable beneficiaries.  In addition, upon the
occurrence of certain events, attempted transfers in violation of the
restrictions described above may be void ab initio.  All capitalized terms in
this legend have the meanings defined in the Trust's Amended and Restated
Declaration of Trust, as the same may be further amended from time to time, a
copy of which, including the restrictions on transfer, will be sent without
charge to each shareholder who so requests.  Such requests may be made to the
secretary of the trust at its principal office or to the transfer agent.

     The Shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended, or state securities laws and may not be
transferred except pursuant to a registration or an opinion of counsel
reasonably satisfactory to the Trust that such registration is not required.