Exhibit 5

Dear Shareholder,

As my previous letter to you indicated, on May 17, 1995, Black
Bear Realty, Ltd., a company controlled by Richard M. Osborne,
commenced a tender offer for the outstanding Capital Shares of
Prudential Realty Trust for $0.30 per Capital Share.  After
careful analysis and consideration, your Board of Trustees has
determined that the tender offer and the proposed merger plan is
in direct conflict with the long-standing policy and intent of
the Trust. 

AS SUCH, THE BOARD OF TRUSTEES HAS UNANIMOUSLY REJECTED THE OFFER
AND RECOMMENDS THAT SHAREHOLDERS NOT TENDER THEIR CAPITAL SHARES.

Some of the reasons for the Board's decision are as follows:

     A successful tender offer could prevent Income Shareholders
     from realizing the liquidation value of their shares in the
     near future.  If the tender offer is successful, Mr. Osborne
     intends to disrupt J.P. Morgan's bid solicitation process
     that the Trust is pursuing as a strategy to maximize the
     value of the Trust as it approaches its scheduled
     liquidation.

     Income Shareholders' liquidation  preference of up to $8.00
     per share would be eliminated if the tender offer and merger
     proposal are approved.  Based upon the Trust's current
     structure and projections, Capital Shareholders are not
     expected to receive any distributions upon the liquidation
     of the Trust.  To the detriment of Income Shareholders, the
     proposed merger would transfer approximately 6.9% of Income
     Shareholder equity to Capital Shareholders. 

     The Board of Trustees has not been able to fully evaluate
     Black Bear Realty's or Mr. Osborne's past record and
     experience in the real estate industry.  A successful tender
     will turn over control of the Trust to an unknown entity
     that may be inclined to favor the Capital Shareholders.  For
     instance, it is possible that the dividends paid to Income
     Shareholders could be reduced significantly.

A more detailed description of the Board's recommendation, a
number of other important considerations, and certain actions it
has taken as well as actions taken against it are set forth in
the Solicitation/Recommendation Statement on Schedule 14D-9 which
is enclosed for your review.  We urge you to read it carefully
and completely before taking any action with respect to the
offer.

If you have questions, please call Georgeson & Company, Inc., who
has been retained by the Trust to assist with shareholder
communications at (800)-223-2064.

Sincerely Yours,

/s/ Jeffrey L. Danker
Jeffrey L. Danker
President                                                      May 31, 1995