Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MULRONEY BRIAN
 2. Issuer Name and Ticker or Trading Symbol
TRIZEC PROPERTIES INC [TRZ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O TRIZEC PROPERTIES, INC., 10 S. RIVERSIDE PLAZA, SUITE 1100		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


CHICAGO, IL 60606		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Compensation Rights   04/15/2005   A4 364     (2)   (2) Common Stock
364
$ 0 8,850
D
 
Deferred Compnensation Rights   10/17/2005   A4 229     (3)   (3) Common Stock
229
$ 0 9,079
D
 
Deferred Compensation Rights   01/17/2006   A4 393     (4)   (4) Common Stock
393
$ 0 9,688 (5)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MULRONEY BRIAN
C/O TRIZEC PROPERTIES, INC.
10 S. RIVERSIDE PLAZA, SUITE 1100
CHICAGO, IL 60606		   X      

Signatures

/s/ Bansari Shah, by power of attorney 02/14/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 1 for 1.
(2) The reporting person elected to defer receipt of his cash meeting fees under the Trizec Properties, Inc. Non-Employee Directors Deferred Compensation Plan (the "DCP"). The deferred amount was credited as 364.7733 shares under the reporting person's Trizec Properties, Inc. Stock Fund Account ("Account") and is payable in cash upon the reporting person's termination of services as a director of the issuer.
(3) The reporting person elected to defer receipt of his cash meeting fees under the DCP. The deferred amount was credited as 229.2526 shares under the reporting person's Account and is payable in cash upon the reporting person's termination of services as a director of the issuer.
(4) The reporting person elected to defer receipt of his cash meeting fees under the DCP. The deferred amount was credited as 393.7008 shares under the reporting person's Account and is payable in cash upon the reporting person's termination of services as a director of the issuer.
(5) Includes 214.685 shares credited under the reporting person's Account with respect to dividend reinvestments on April 15, 2005 (55.3517 shares), July 15, 2005 (53.2136 shares), October 17, 2005 (53.0431 shares) and January 17, 2006 (53.0766 shares). In addition, includes 2 shares omitted due to rounding issues. Beneficial ownership numbers are determined as of February 14, 2006.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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