UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the quarterly period ended September 30, 2004

or

For the transition period from                     to                    .

Commission File Number: 001-16765

TRIZEC PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

312-798-6000

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [  ]

As of October 29, 2004, 151,918,599 shares of common stock, par value $0.01 per share, were issued and outstanding.

Table of Contents

Forward-Looking Statements

This Form 10-Q contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), relating to our business and financial outlook which are based on our current expectations, beliefs, projections, forecasts, future plans and strategies, and anticipated events or trends. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or the negative of these terms or other comparable terminology. We intend these forward-looking statements, which are not guarantees of future performance and financial condition, to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. Forward-looking statements are not historical facts. Instead, such statements reflect estimates and assumptions and are subject to certain risks and uncertainties that are difficult to predict or anticipate. Therefore, actual outcomes and results may differ materially from those projected or anticipated in these forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-Q is filed with the Securities and Exchange Commission. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, without limitation, the risks described in our annual report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2004, as the same may be supplemented from time to time. These factors include, without limitation, the following:

	•		changes in national and local economic conditions, including those economic conditions in our seven core markets;
	•		the extent, duration and strength of any economic recovery;
	•		our ability to maintain occupancy and to timely lease or re-lease office space;
	•		the extent of any tenant bankruptcies and insolvencies;
	•		our ability to sell our non-core office properties in a timely manner;
	•		our ability to acquire office properties selectively in our core markets;
	•		our ability to maintain REIT qualification and changes to U.S. tax laws that affect REITs;
	•		Canadian tax laws that affect treatment of investment in U.S. real estate companies;
	•		competitive environment in which we operate;
	•		the cost and availability of debt and equity financing;
	•		the effect of any impairment charges associated with asset dispositions or changes in market conditions;
	•		our ability to obtain, at a reasonable cost, adequate insurance coverage for catastrophic events, such as earthquakes and terrorist acts; and
	•		other risks and uncertainties detailed from time to time in our filings with the SEC.

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PART I – FINANCIAL STATEMENTS

Item 1. Financial Statements

See accompanying notes to the financial statements

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See accompanying notes to the financial statements.

4

See accompanying notes to the financial statements.

5

See accompanying notes to the financial statements.

6

See accompanying notes to the financial statements.

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