EXHIBIT 10.11


                                SECOND AMENDMENT
                                       TO
                          THE PRENTISS PROPERTIES TRUST
                            1996 SHARE INCENTIVE PLAN


         This Second Amendment to the Prentiss Properties Trust 1996 Share
Incentive Plan (the "Plan") as amended by the First Amendment to the Plan, dated
effective as of May 6, 1997, hereby amends the Plan as follows effective as of
May 5, 1998:

         1. Section 5.01 which describes the maximum aggregate number of shares
issuable under the Plan, is hereby amended by deleting the fourth sentence and
inserting in its place the following sentence:

         "The maximum aggregate number of Shares that may be issued under this
         Plan is 4,500,000 Shares, subject to increase and adjustment as
         provided in this Article V and Article XII."

         2. As amended by the foregoing, the Plan shall remain in full force and
effect.

Dated: February 10, 1998

                                      PRENTISS PROPERTIES TRUST


                                      By: /s/ Thomas F. August
                                          -------------------------------------
                                          Thomas F. August
                                          President and Chief Operating Officer