PRUDENTIAL REALTY TRUST
 
                                PRUDENTIAL PLAZA
                            NEWARK, NEW JERSEY 07102
 
                            ------------------------
 
                              PROXY STATEMENT FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 4, 1995
 
                            ------------------------
 
                              GENERAL INFORMATION
 
    The  accompanying proxy is solicited by  the Board of Trustees of Prudential
Realty Trust (the "Trust") for use at  the Annual Meeting of Shareholders to  be
held  at 2:00 p.m., Thursday, May 4, 1995 to discuss 1994 Financial Results. Any
shareholder giving a proxy has the right to  revoke it at any time before it  is
voted  by giving written notice to the Secretary of the Trust or by delivering a
duly executed proxy bearing a later date  than the proxy previously given or  by
attending  and voting in  person at the  Meeting. The Income  Shares and Capital
Shares of Beneficial Interest  (together the "Shares")  represented by a  proxy,
where  given  and not  so  revoked, will  be  voted and,  where  the shareholder
specifies a choice with respect to any matter  to be acted upon and for which  a
ballot is provided in the proxy, the Shares will be voted in accordance with the
specifications so made.
 
    The  cost of soliciting proxies  will be borne by  the Trust. In addition to
solicitation by mail, proxies  may be solicited personally,  or by telephone  or
telegraph,  by  officers  of the  Trust,  who  will not  receive  any additional
compensation  for  such   services.  The   Trust  will   also  request   banking
institutions,  brokerage firms,  custodians, trustees,  nominees and  other like
parties to forward the solicitation material to the beneficial owners of  Shares
held  of record by such persons, and the Trust will, upon request of such record
holders, reimburse reasonable forwarding charges and expenses.
 
    This Proxy Statement  and the  accompanying form  of proxy  are first  being
mailed to shareholders on or about April 1, 1995.
 
                               SHARES OUTSTANDING
 
    The  close of business on  March 16, 1995 has been  fixed as the record date
for determination  of shareholders  entitled to  notice of  and to  vote at  the
Meeting.  On that  date, the Trust  had 11,135,000 Income  Shares and 11,135,000
Capital Shares outstanding. Each Share is  entitled to one vote at the  Meeting.
There  is no right to  cumulative voting. A majority  of the outstanding Shares,
represented in person or by proxy, will constitute a quorum at the Meeting.
 
                                       1

    As of  March  16,  1995,  to  the knowledge  of  the  Trust,  the  following
individuals  were beneficial owners of more than 5% of the Capital Shares of the
Trust:
 


NAME                                                        NUMBER OF SHARES   PERCENT OF CLASS
                                                            -----------------  -----------------
                                                                         
Richard M. Osborne........................................        1,902,800            17.1%

 
    As of March 16, 1995, to the knowledge of the Trust, the following  entities
were beneficial owners of more than 5% of the Income Shares of the Trust:
 


NAME                                                        NUMBER OF SHARES   PERCENT OF CLASS
                                                            -----------------  -----------------
                                                                         
Turkey Vulture Fund XIII, Ltd.............................       576,100(1)             5.2%
<FN>
------------------------
(1)  Richard  M. Osborne is the managing member of the Turkey Vulture Fund XIII,
     LTD., an Ohio limited liability company.

 
    As of March  17, 1995, Trustees  and officers of  the Trust, as  a group  (7
persons) owned beneficially 7,200 (.06%) of the outstanding Income Shares of the
Trust and 2,700 (.02%) of the outstanding Capital Shares of the Trust.
 
                              ELECTION OF TRUSTEES
 
NOMINEES
 
    The  Trust  currently has  five  Trustees, each  of  whom is  a  nominee for
reelection. Mr.  Bryant  and  Mr.  Murray have  served  as  Trustees  since  the
inception  of the Trust on June 19, 1985.  Mr. Danker was elected in June, 1994,
Mr. Boyle  was  elected  in September,  1991,  and  Mr. Selzer  was  elected  in
December,  1991. Mr. Selzer  previously served as Trustee  during 1985 and 1986.
The Shares represented by the accompanying proxy, unless other instructions  are
given,  will be voted for the election of such nominees to the Board of Trustees
of the Trust. Should any such nominee become unavailable for any reason to serve
at the time of the Meeting (which is not anticipated), the Shares represented by
the accompanying proxy  will be  voted for the  remaining nominees  and, in  the
discretion  of  the persons  named as  proxies, for  such substitute  nominee or
nominees as may be selected by such proxies. Except where otherwise stated, each
Trustee has  sole  voting  and  investment power  with  respect  to  the  Shares
attributed to him.


          TRUSTEES                    POSITION WITH THE TRUST
-----------------------------  -------------------------------------
                            
 Jeffrey L. Danker             President and Trustee
 Joseph M. Selzer              Vice President, Treasurer and Trustee
*Richard J. Boyle              Trustee
*Francis L. Bryant, Jr.        Trustee
*Thomas F. Murray              Trustee
 

 
       OTHER OFFICERS
-----------------------------
                            
 Stephen C. Parker             Vice President and Secretary
 James W. McCarthy             Vice President and Comptroller
<FN>
------------------------
*Trustee  is unaffiliated (an "Unaffiliated Trustee") with The Prudential Realty
 Advisors, Inc. (the "Advisor") and is a member of the Audit Committee, which is
 responsible for reviewing  the Trust's  annual financial  statements and  other
 matters  relating to  the Trust's  financial affairs. It  is the  policy of the
 Trust that all members of the Audit Committee shall be Unaffiliated Trustees.

 
    The Board of Trustees recommends a vote FOR all the nominees.
 
                                       2

    Jeffrey L. Danker, age 39, is Managing Director of the Capital Markets  Unit
of the Prudential Realty Group. He is responsible for the acquisitions and sales
of  commercial  real  estate debt  products  in  the secondary  markets  for The
Prudential Insurance  Company of  America's ("Prudential")  general account.  In
addition,  he  is responsible  for the  origination  and management  of mortgage
investments made by Prudential on behalf of institutional clients, and unsecured
or credit  based  real  estate  financings  for  Prudential's  general  account.
Previously he was responsible for Prudential's mortgage loan operations in first
the  Southern,  and  then the  Northeastern  regions.  He has  been  employed by
Prudential since 1981.
 
    Joseph M. Selzer, age 49, is Vice President of The Prudential Realty  Group.
He  is responsible for  the management of  Prudential Realty Trust  and sales of
commercial real  estate debt  products in  the secondary  market. Prior  to  his
current position, he was responsible for product development and property sales.
Mr.  Selzer is a Certified Public  Accountant, a Chartered Life Underwriter, and
member of the New Jersey Bar. Prior to joining Prudential in 1979, he worked  as
an Internal Revenue Agent before joining the Tax Department of Coopers & Lybrand
where he concentrated on real estate related clients.
 
    Richard  J.  Boyle, age  51,  is Vice  Chairman  and Director  of  The Chase
Manhattan Corporation and  its principal subsidiary,  The Chase Manhattan  Bank,
N.A. Mr. Boyle is responsible for Chase's credit policy function and real estate
finance  business,  and  serves  on  various  major  policy  committees  of  the
corporation. He has been  employed by Chase since  1965. In addition, Mr.  Boyle
serves  as Director or  Trustee of the National  Realty Committee, the Committee
for Economic Development, and St. Vincent's  Hospital and Medical Center. He  is
Chairman  of the Board of Directors of the YMCA of Greater New York and a member
of the  Columbia Business  School Real  Estate Advisory  Board and  the  Finance
Council of the Archdiocese of Newark.
 
    Francis  L.  Bryant, Jr.,  age 64,  is  Vice-Chairman of  Perigrine Mortgage
Company and President  of Related Investment  Corporation. He has  served as  an
Executive  Vice President of Manufacturers Hanover Trust Company ("Manufacturers
Hanover"), the officer in charge of its Real Estate Division and the senior real
estate lending officer  for Manufacturers Hanover  Corporation. He retired  from
Manufacturers  Hanover on June 30,  1987. Mr. Bryant has  served as a Trustee of
the Urban Land Institute, Director of the  Realty Foundation of New York, and  a
member of the Board of Governors of the Real Estate Board of New York.
 
    Thomas  F. Murray, age  84, is Chairman  of American Continental Properties,
Inc. of New  York and  was its  President from 1978-1981.  He also  serves as  a
Director  of PaineWebber Cashfund, Inc. and  other PaineWebber Mutual Funds. Mr.
Murray is a Trustee and Past President of the Urban Land Institute. In addition,
Mr. Murray has served on numerous  boards of banks and commercial companies  and
as  financial and real  estate consultant to  various enterprises throughout the
United States.
 
    Stephen  C.  Parker,  age  47,  is  an  Assistant  General  Counsel  of  The
Prudential.  He is the  secretary or assistant secretary  and general counsel of
several Prudential affiliates. He is a member of the Colorado and Illinois  bars
and has been employed by The Prudential since 1985.
 
    James  W. McCarthy, age 37, is Director  of Accounting of The Prudential and
The Prudential Investment Corporation. Mr. McCarthy also serves as an  Assistant
Treasurer  for several other Prudential  affiliates. Mr. McCarthy is responsible
for management  reporting  for  the Prudential's  general  account  real  estate
investments  and financial reporting for several of Prudential's affiliates. Mr.
McCarthy is a Certified  Public Accountant. Prior to  joining The Prudential  in
1988,  he worked  for Touche  Ross &  Co. (currently  Deloitte &  Touche) before
joining J.P.  Morgan  Securities  Inc.  where he  worked  in  the  Comptroller's
Department.
 
    The  Audit Committee of the Board of Trustees and the Board of Trustees held
four regularly scheduled Meetings during the year ended December 31, 1994.  Each
Unaffiliated  Trustee  receives $10,000  annual  compensation for  serving  as a
Trustee plus $500 for attending each Meeting of the Trustees and each  Committee
Meeting   not  held  in   conjunction  with  a   Trustee's  Meeting;  affiliated
 
                                       3

Trustees and Officers  of the  Trust do not  receive any  compensation from  the
Trust.  Each  Unaffiliated  Trustee  is reimbursed  the  reasonable  expenses of
attending any Meeting  of the Trustees  or any Committee  Meeting. The  Officers
serve  at the pleasure of the Trustees. The  Trust does not have a Nominating or
Compensation Committee of the Board of Trustees.
 
    The following officers of the Trust are also officers of the Advisor holding
the positions  noted:  Jeffrey L.  Danker,  Director and  President;  Joseph  M.
Selzer,  Director and Vice  President; Stephen C.  Parker, Secretary and General
Counsel; and James McCarthy, Assistant Treasurer.
 
    Neither the President  nor any  other officer  of the  Trust is  compensated
directly  or indirectly by the Trust. Each such officer is compensated solely by
the parent  company of  the Advisor  pursuant to  employment agreements  between
those officers and such parent company.
 
    The properties purchased by the Trust on August 29, 1985, were acquired from
The Prudential, an affiliate of the Advisor.
 
    The  Advisor has entered  into an agreement  to act as  Advisor to the Trust
(the "Advisory  Agreement")  and  received  an  initial  fee  of  $1,093,000  in
connection with the organization of the Trust and the Trust's acquisition of the
properties.
 
    The  Advisor  also  receives a  portfolio  management fee  based  on Average
Invested Assets (as  defined in the  Advisory Agreement) of  the Trust which  is
payable  after the end of each fiscal  quarter. The Advisor received a portfolio
management  fee  of  $868,500  for  the  year  ended  December  31,  1994.  Upon
disposition  of the properties the Advisor will receive an incentive disposition
fee based on the gain  on the sale of the  properties; and a selling  commission
based  on the gross price of any sale  of property for which the Advisor acts as
broker. In addition,  the Trust  is required to  reimburse the  Advisor for  all
expenses  relating to services of  the Advisor in the  performance of its duties
under the  Advisory  Agreement, except  that  the  Advisor is  required  to  pay
employment  and travel and related out-of-pocket expenses of its personnel, rent
and other office expenses,  expenses of Trustees and  Officers of the Trust  who
are  also  employees of  the Advisor  or an  affiliate of  the Advisor,  and all
overhead expenses of the  Advisor. Reimbursements paid  to the Advisor  totalled
$82,500 for the year ended December 31, 1994.
 
    The  Trust's former Vice President and Comptroller, who resigned on February
3, 1994, did not file SEC Form 4  on a timely basis during fiscal year 1994,  as
required by Section 16(a) of the Exchange Act.
 
    The Trust anticipates that it will qualify as a real estate investment trust
under the Internal Revenue Code of 1986, as amended (the "Code"), for the fiscal
years  ended December 31, 1994 and 1993. The  Trust is aware that in prior years
it did  not  follow  a  procedural  requirement  of  the  Code  and  regulations
thereunder  regarding requesting  and retaining  certain information  from large
shareholders. As a result, the status of  the Trust as a real estate  investment
trust  in  prior years  is uncertain  even  though the  Trust believes  that the
substantive requirements of the Code were  satisfied. The Advisor has agreed  to
indemnify  the Trust against any resulting taxes and related costs the Trust may
incur. Accordingly, the Trust  does not believe that  there will be any  adverse
effect on its results of operations or financial condition.
 
                         INDEPENDENT PUBLIC ACCOUNTANTS
 
    The  Board of Trustees  has unanimously selected Deloitte  & Touche who have
served as independent accountants for the Trust since its inception in 1985,  as
independent accountants for the Trust for the year ending December 31, 1995. The
ratification  of the selection of independent accountants is to be voted upon at
the Meeting and it is intended that the persons named in the accompanying  proxy
will,  unless  other  instructions are  given,  vote  for Deloitte  &  Touche. A
representative of Deloitte &  Touche is expected to  be present at the  Meeting.
The  representative will be given an opportunity to make a statement and will be
available to respond to  appropriate questions from  shareholders. The Board  of
Trustees recommends a vote FOR this ratification.
 
                                       4

                                 ANNUAL REPORT
 
    A  copy of  the Trust's 1994  Annual Report to  shareholders, which includes
audited financial statements, has been mailed  to all shareholders of the  Trust
and it does not constitute a part of the proxy solicitation material.
 
                             SHAREHOLDER PROPOSALS
 
    Any  proposal by a shareholder of the  Trust intended to be presented at the
Annual Meeting of  Shareholders to  be held in  1996 to  discuss 1995  Financial
Results  must be received by  the Trust at its  principal offices not later than
November 22, 1995 for inclusion in the Trust's proxy statement and form of proxy
relating to that Meeting. Any such proposal must comply with the requirements of
the proxy solicitation rules of the Securities and Exchange Commission.
 
                                 OTHER MATTERS
 
    Neither management nor the Trustees know of  any matter to be acted upon  at
the  Annual Meeting  to discuss  1994 Financial  Results other  than the matters
described herein.  If,  however, any  other  matter properly  comes  before  the
Meeting,  the proxyholders will, at their discretion, vote thereon in accordance
with their best judgment.
 
    You are urged  to complete, sign,  date, and return  your proxy promptly  to
make  certain  your Shares  are  voted at  the  Annual Meeting  to  discuss 1994
Financial Results.  A majority  of the  total number  of shares  outstanding  is
required  for  quorum purposes  by the  Declaration of  Trust. Therefore,  it is
important that you vote  and that you  promptly return your  proxy so that  your
Trust  will not have to  bear the additional expense  of another solicitation of
proxies. For your convenience in returning  the proxy, an addressed envelope  is
enclosed, requiring no additional postage if mailed in the United States.
 
                                          For the Trustees,
 
                                          Jeffrey L. Danker
                                          PRESIDENT AND TRUSTEE
 
March 29, 1995
 
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE  ENCLOSED PROXY IN  THE ENCLOSED SELF-ADDRESSED ENVELOPE.  IN ORDER TO AVOID
THE ADDITIONAL  EXPENSE  TO THE  TRUST  OF  FURTHER SOLICITATION,  WE  ASK  YOUR
COOPERATION IN MAILING YOUR PROXY PROMPTLY.
 
                                       5