<PAGE>
                                                                   EXHIBIT 19.1

     Temporary Certificate -- Exchangeable for Definitive Engraved Certificate
                              When Ready for Delivery

                    Number                        Shares
               PG

     See Restrictive Legend On
       Reverse of Certificate      See Reverse for Certain Definitions

          Ths Certificate is Transferable
            In New York, New York and        CUSIP 74158J 10 3
                Chicago, Illinois

                                     Prime Group
                                     Realty Trust

                  Organized Under The Laws Of The State of Maryland

                                    Common Shares

This Certifies That


is the owner of

         Fully Paid and Non-Assessable Common Shares of Beneficial Interest,
                            $0.01 Par Value Per Share, of

                               Prime Group Realty Trust

transferable only on the books of the Trust by the holder hereof in person or by
duly authorized attorney upon the surrender of this Certificate properly
endorsed.  This Certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Declaration of Trust of
the Trust and any amendments thereto.  This Certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.

     Witness this facsimile seal of the Trust and facsimile signature of its
duly authorized officers.

Dated:
                                 Certificate of Stock

         /s/ Michael W. Reschke               /s/ Robert J. Rudnik
         CHAIRMAN OF THE BOARD               EXECUTIVE VICE PRESIDENT,
                                        GENERAL COUNSEL AND SECRETARY

         /s/ Richard S. Curto
         PRESIDENT AND CHIEF            COUNTERSIGNED AND REGISTERED
                                          LASALLE NATIONAL BANK
                                            TRANSFER AGENT
                                            AND REGISTRAR

                                          BY
                 [SEAL OF PRIME GROUP REALTY TRUST A MARYLAND TRUST]


<PAGE>
                               PRIME GROUP REALTY TRUST

     The Trust is authorized to issue more than one class of stock.  The
Declaration of Trust on file in the office of the State Department of
Assessments and Taxation of the State of Maryland sets forth as full
statement of (a) all of the designations, preferences, rights, voting powers,
restrictions, limitation as to dividends, qualifications, and terms and
conditions of redemptions, and other relative rights of the shares of each
class of shares authorized to be issued and (b) the authority of the Board of
Trustees to issue any preferred or special class in series, the differences
in the relative rights and preferences between the shares of each series of
the extent they have been set and the authority of the Board of Trustees to
set the relative rights and preferences of subsequent series of preferred
shares.

     The Common 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 Trust's Declaration of Trust, no Person may (i)
Beneficially or Constructively Own Common Shares in excess of 9.9% (or such
other percentage as may be determined by the Board of Trustees) of the number
of outstanding Common Shares, (ii) Beneficially Own Common Shares that would
result in the Common Shares being Beneficially Owned by fewer than 100
Persons (determined without reference to any rules of attribution), (iii)
Beneficially Own Common Shares that would result in the Trust being "closely
held" under Section 856(h) of the Core of (iv) Constructively Own Common
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 Common Shares in excess of the above
limitations must immediately notify the Trust in waiting of such proposed or
attempted Transfer. If any restrictions above are violated, the Common Shares
represented hereby will be converted automatically into Excess Shares which
will be transferred automatically, by operation of law, to a Share Trust to
be held for the exclusive benefit of a Beneficiary to be named by the Trust.
In addition, upon the occurrence of certain events, attempted Transfer 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
Declaration of Trust, as the same may be further amended from time to time, a
copy of which, including the restrictions of Transfer, will be sent without
charge to each shareholder who so requests.  Such requests must be made to he
Secretary of the Trust at its principal office.

     The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     TEN COM -- as tenants in common
     TEN ENT -- as tenants by the entireties
     JT TEN  -- as joint tenants with rights of
               survivors and not as tenants in common
               UNIT GIFT MIN ACT --     ..........Custodian..........
                                        (Cust)         (Minor)
                                        Under Uniform Gifts to Minors
                                        Act..........................
                UNIT TRF MIN ACT --     .....Custodian....(until age ..)
                                        (Cust)
                                        ...........Under Uniform Transfers
                                        (Minor)
                                        to Minors Act...................
                                                       (State)

     Additional abbreviations may also be used though not in the above list.

                                      ASSIGNMENT

     FOR VALUE RECEIVED,__________________ Hereby sell, assign and transfer
unto PLEASE INSERT SOCIAL SECURITY OR OTHER

   IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________________________________________________
      (Please print or typewrite name and address, including zip code, assignee)


_______________________________________________________________________________

_______________________________________________________________________________
represented by the within Certificate, and do hereby irrevocably constitute and
appoint

_______________________________________________________________________________
to transfer the said Common Shares on the books of the within named Trust with
full power of substitution in the premises.


Date_____________________________

                              X _______________________________________


                              X________________________________________
                         Notice:   The Signature(s) to this assignment
                                   Must correspond with the name(s) as
                                   Written upon the face of the
                                   Certificate in every particular,
                                   Without alternation or enlargement or
                                   any change whatever.

Signature(s) Guaranteed


By________________________________________
The Signature(s) should be guaranteed by
an eligible guarantor institution (banks,
stockbrokers, savings and loan
association and credit unions with
membership in an approved signature
guarantee Medallion Program, pursuant to
S.E.C. Rule 17Ad-15.


_____________________________________________
American Bank Note Company    Nov 4, 1997 fm
3504 Atlantic Avenue
Suite 12
Long Beach, CA 90807          053384bk
(562) 989-2333
(fax) (562) 426-7450          Proof ___ REV 2

______________________________________________