UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 11-K

(Mark One)

OR

ProLogis 401(k) Savings Plan and Trust

ProLogis
14100 E. 35^th Place
Aurora, CO 80011

PROLOGIS
401(k) SAVINGS PLAN AND TRUST

Table of Contents

Report of Independent Registered Public Accounting Firm

The Plan Administrator
ProLogis 401(k) Savings Plan and Trust:

We have audited the accompanying statements of net assets available for plan benefits of the ProLogis 401(k) Savings Plan and Trust (the Plan) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the ProLogis 401(k) Savings Plan and Trust as of December 31, 2004 and 2003, and the changes in net assets available for plan benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, Schedule H, Line 4i — Schedule of Assets (Held at End of Year) — December 31, 2004, Schedule H, Line 4j — Schedule of Reportable Transactions — Year Ended December 31, 2004 and Schedule H, Line 4a — Schedule of Delinquent Employee Contributions — Year Ended December 31, 2004, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

KPMG LLP

Denver, Colorado
June 17, 2005

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401(k) SAVINGS PLAN AND TRUST

Statements of Net Assets Available for Plan Benefits

December 31, 2004 and 2003

See accompanying notes to financial statements.

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401(k) SAVINGS PLAN AND TRUST

Statements of Changes in Net Assets Available for Plan Benefits

Years ended December 31, 2004 and 2003

See accompanying notes to financial statements.

3

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401(k) SAVINGS PLAN AND TRUST

Notes to Financial Statements

December 31, 2004 and 2003

The Plan is a defined contribution plan established by ProLogis (ProLogis or the Company). The Plan covers all eligible employees of the Company who have attained the age of 21. Prior to July 1, 2004, eligibility to participate began on the first day of the next month following hire date for full-time employees or after completing 1,000 hours of service for part-time employees. Effective July 1, 2004, eligibility to participate begins with the date of hire. Participation is voluntary. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

Each year, effective July 1, 2004 participants may contribute up to 75% of their pretax annual compensation, as defined in the Plan, not to exceed $13,000 and $12,000 ($16,000 and $14,000 if age 50 or older) in 2004 and 2003, respectively. Prior to July 1, 2004, participants could contribute up to 20% of their pretax annual eligible compensation. Participants may also contribute amounts representing rollovers from other qualified plans. The Company matches 50% of participants’ contributions up to a maximum of 6% of eligible compensation. The Plan also provides for discretionary Company contributions, which are allocated to participants’ accounts based on the relative compensation of participants. There were no discretionary Company contributions during 2004 and 2003.

Each participant’s account is credited with the participant contributions, Company contributions, and an allocation of Plan earnings. Earnings of the Plan are allocated to all participants’ accounts proportionately based on each participant’s account balance.

Participants are immediately vested in their contributions and any income or loss thereon.

Company contributions vest based upon the following schedule:

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401(k) SAVINGS PLAN AND TRUST

Notes to Financial Statements

December 31, 2004 and 2003

Upon enrollment in the Plan, a participant may direct employee contributions into various investment options. Participant contributions may be invested in any or all of the investment options.

Exclusive of a transition period from July 1, 2004 to October 15, 2004 related to the change in trustees, Company matching contributions are invested in the Company’s common stock.

Participants are entitled to receive benefit payments in the form of a lump-sum payment, an annuity or installment equal to 100% of their accrued benefit upon attainment of age 59¹/2, termination of employment, or upon death or disability. The accrued benefit includes the sum of the value of participants’ contributions, allocation of earnings (losses), and the vested portion of Company contributions. Benefit payments to participants are recorded upon distribution.

If a participant is not 100% vested and receives a distribution of Company contributions, the dollars left in the Plan are called forfeitures. Unused forfeitures totaled approximately $7,900 and $54,000 at December 31, 2004 and 2003, respectively. Forfeiture allocations from Company discretionary contributions are used to reduce future Company discretionary contributions. There were no forfeiture amounts used for future Company discretionary contributions during 2004 or 2003. Forfeiture allocations from Company match contributions are used to reduce future Company match contributions. In 2004 and 2003 the amount of forfeitures used for Company match contributions was approximately $107,300 and $71,000, respectively.

The Plan permits loans to participants in an amount not to exceed the lesser of $50,000 or 50% of their vested account balance. Loan terms range from one to five years. The loans are secured by the participant’s account balance. Interest rates on participant’s loans range from 5% to 10.5%. Principal and interest is paid ratably through regular payroll deductions.

Participants may receive hardship withdrawals for reasons of financial hardship. Participation in the Plan is suspended for one year following the receipt of hardship withdrawal.

(2) Summary of Significant Accounting Policies

The financial statements of the Plan are prepared using the accrual basis of accounting. Certain prior year amounts have been reclassified to conform with the current year presentation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect

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401(k) SAVINGS PLAN AND TRUST

Notes to Financial Statements

December 31, 2004 and 2003

the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions in net assets during the reporting period. Actual results may differ from those estimates.

Mutual funds and common stocks are stated at fair value based upon quoted market prices. The common collective trust is stated at fair value based on the quoted market prices, if available, of the underlying securities. Participant loans are stated at cost (which approximates their fair value). The ProLogis common stock was in a unitized fund prior to July 1, 2004.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Net realized and unrealized gains and losses, as reported in the accompanying statement of changes in net assets available for plan benefits, is the cumulative difference between the fair value and the related cost of the Plan’s investments. Such income (loss) is allocated to participants’ accounts based on relative participant account balances.

The majority of administrative expenses of the Plan are paid by the Company. Unless paid by the Company, such expenses will be a charge upon Plan assets and deducted by the trustee to the extent permitted by applicable law. Distributions are recorded when paid.

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401(k) SAVINGS PLAN AND TRUST

Notes to Financial Statements

December 31, 2004 and 2003

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401(k) SAVINGS PLAN AND TRUST

Notes to Financial Statements

December 31, 2004 and 2003

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Schedule 1

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401(k) SAVINGS PLAN AND TRUST

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2004

See accompanying report of independent registered public accounting firm.

(Continued)

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Schedule 1

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401(k) SAVINGS PLAN AND TRUST

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2004

See accompanying report of independent registered public accounting firm.

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Schedule 2

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401(k) SAVINGS PLAN AND TRUST

Schedule H, Line 4j — Schedule of Reportable Transactions
Year ended December 31, 2004

See accompanying report of independent registered public accounting firm.

11

Schedule 3

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401(k) SAVINGS PLAN AND TRUST

Schedule H, Line 4a — Schedule of Delinquent Employee Contributions

Year Ended December 31, 2004

See accompanying report of independent registered public accounting firm.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Management Development and Compensation Committee of the ProLogis 401(k) Savings Plan and Trust has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 29, 2005

EXHIBIT INDEX