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    10 S. Riverside Plaza, Suite 1100

    (312) 798-6000 tel

    Chicago, Illinois 60606

    (312) 466-0185 fax

    www.trz.com

August 19, 2005

VIA EDGAR AND FACSIMILE

Robert F. Telewicz, Jr.

Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Trizec Properties, Inc.

Item 4.02 Form 8-K

Filed August 4, 2005

File No. 001-16765

Dear Mr. Telewicz:

     Set forth below are the responses of Trizec Properties, Inc. (the “Company”) to the staff’s
comment letter, dated August 12, 2005 (the “Comment Letter”), relating to the Company’s Current
Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on August
4, 2005. For convenience of reference, each paragraph below is numbered to correspond to the
numbered comment set forth in the Comment Letter.

Form 8-K

     1. Please tell us if your certifying officers have reconsidered the effect on the adequacy of
your disclosure controls and procedures as of the end of the periods covered by your Forms 10-Q for
the periods ended March 31, 2004, June 30, 2004 and September 30, 2004 and for the period covered
by your Form 10-K for the year ended December 31, 2004 in light of the material error you have
disclosed. Additionally, tell us what effect the error had on your current evaluation of
disclosure controls and procedures as of your fiscal year end December 31, 2005.

          In connection with the Company’s determination to restate its unaudited consolidated financial
statements for the three months, six months and nine months ended

Robert F. Telewicz, Jr.

August 19, 2005

Page 2

March 31, 2004, June 30, 2004 and
September 30, 2004, respectively, as more fully described in the Company’s Current Report on Form
8-K filed with the Commission on August 4, 2005, the Company’s certifying officers reconsidered the
effect of the material errors on the adequacy of the Company’s disclosure controls and procedures
as of the end of the periods covered by the Company’s Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2004, June 30, 2004 and September 30, 2004, for the period
covered by the Company’s Form 10-K for the year ended December 31, 2004, and as of the end of the
periods covered by the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2005 and June 30, 2005.

     This reconsideration involved, among other things, a comprehensive review of the procedures
the Company had in place regarding preparation of the Company’s financial statements, and an
assessment of whether any breakdown occurred in the implementation of these procedures. Based on
this review, the certifying officers reaffirmed that the Company’s disclosure controls and
procedures for such prior periods were effective and adequate.

     In reaching this conclusion, the Company and the certifying officers determined that the
errors were not the result of a pervasive or systemic breakdown in the disclosure controls and
procedures. Instead, they were the result of simple human error in classifying between cash flows
from operating and investing activities related to a change in escrows and restricted cash that
occurred in the preparation and review of the statements of cash flows. In making this
determination, the Company and the certifying officers carefully reviewed the existing controls.
These controls include the following:

    •

    The Company has a formal Disclosure Controls and Procedures Committee (the
“Disclosure Committee”) whose purpose is to assist the Chief Executive Officer (“CEO”)
and the Chief Financial Officer (“CFO”) in the process of (i) accumulating information
about the Company, (ii) evaluating the materiality of such information, (iii)
determining whether disclosure of such information is necessary under the federal
securities laws and other regulatory requirements, and (iv) ensuring disclosure of such
information on a timely basis. The Committee also assists the CEO and CFO in
evaluating the effectiveness of the aforementioned process and taking such actions as
may be necessary to improve such process.

    *

    The Disclosure Committee includes the Company’s CFO, Chief Operating Officer
(“COO”), Senior Vice President — General Counsel and Corporate Secretary, Corporate
Counsel and Assistant Corporate Secretary, Senior Vice President – Investor
Relations, Vice President – Financial Reporting and Director of Finance.

    *

    The Disclosure Committee meets at least once per fiscal quarter prior to the
issuance of the Company’s quarterly or annual earnings press release and the

Robert F. Telewicz, Jr.

August 19, 2005

Page 3

    filing
of the Company’s Quarterly Report on Form 10-Q or Annual Report on Form 10-K. At
these meetings, the Disclosure Committee discusses numerous pieces of potentially
material information, including real estate transactions, capital market
transactions, litigation, tenant bankruptcies, any significant change or unexpected
change in property operations or any event outside the ordinary course of business,
that are significant to, or have an effect on, the Company’s results of operations,
financial condition or prospects, or that the Company believes would be of
importance to the Company’s stockholders.

    •

    In connection with the recording, processing, summarizing and reporting of financial
information, the Company’s disclosure controls and procedures incorporate certain
aspects of internal control over financial reporting including the following: (i)
controls surrounding the accuracy of financial statement amounts and disclosures,
including the completion and review of numerous reports and schedules supporting the
financial statement amounts and disclosures; (ii) controls surrounding presentation and
disclosure, such as completing checklists to ensure financial statement filings contain
all required disclosures and are prepared in accordance with generally accepted
accounting principles; and (iii) controls surrounding the completeness of financial
statement disclosures, such as various quarterly inquiries and correspondence with
corporate and regional employees within different functions of the Company.

    •

    Certain members of management, including the CEO, CFO and COO, perform a thorough
review of the financial statements prior to the issuance of the quarterly or annual
earnings press release and the filing of the Company’s Quarterly Report on Form 10-Q
and Annual Report on Form 10-K.

    •

    The Company’s Audit Committee and certain members of management meet at least
quarterly to discuss, among other matters, the quarterly report of the Disclosure
Committee, the issuance of the quarterly and annual earnings press release and the
filing of the Quarterly Report on Form 10-Q and Annual Report on Form 10-K.

     While the Company and the certifying officers have reconsidered the adequacy of the Company’s
existing disclosure controls and procedures and have concluded that they are adequate, the Company
has determined that it can enhance its disclosure controls by providing additional training to
employees who are responsible for preparing and reviewing its financial statements to ensure that
each responsible person possesses a better understanding of the preparation of the statement of
cash flows, including the appropriate classification between operating, investing and financing
activities that gave rise to the aforementioned restatements. This enhancement is in the process
of being implemented and is not viewed by the Company as representing a significant change.

Robert F. Telewicz, Jr.

August 19, 2005

Page 4

     2. Please tell us how you determined that it would be appropriate to correct the errors noted
in your Item 4.02 8-K in your 2005 first, second and third quarter Forms 10-Q rather than amending
your 2004 first, second and third quarter Forms 10-Q.

     Upon recognizing the errors, management concluded that such information should be disclosed as
soon as possible to the public so that its stockholders and potential investors could have an
immediate understanding of the errors and their effect on the Company’s previously issued financial
statements. As a result, management of the Company acted quickly by filing the Form 8-K to
publicly disclose that its previously issued financial statements for the periods ended March 31,
2004, June 30, 2004 and September 30, 2004 should not be relied upon due to such errors. In this
Form 8-K, the Company disclosed the amounts of “reported” and “as restated” cash flows from its
operating, investing and financing activities for each of the three, six and nine months ended
March 31, 2004, June 30, 2004 and September 30, 2004, respectively. Concurrently, management of
the Company considered correcting the errors by filing amendments to its Quarterly Reports on Form
10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004 or through its
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2005 and June 30, 2005 and
ending September 30, 2005.

     In considering these two alternatives, management considered the fact that (a) the Company had
made an immediate disclosure of its previously reported and as restated cash flows from its
operating, investing and financing activities for each of the three, six and nine months ended
March 31, 2004, June 30, 2004 and September 30, 2004, respectively, (b) the correct amounts of cash
flows from the restatements did not affect the previously reported net change in cash and cash
equivalents for the three, six and nine months ended March 31, 2004, June 30, 2004 and September
30, 2004, respectively, (c) the restatements had no impact on the Company’s previously reported
unaudited consolidated balance sheets as of, or unaudited consolidated statements of operations or
the related per share amounts for, the quarterly periods ended March 31, 2004, June 30, 2004 and
September 30, 2004, and (d) the audited consolidated balance sheet as of, and the audited
consolidated statements of operations, the related per share amounts and consolidated statement of
cash flows for, the year ended December 31, 2004, as included in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2004, were correct as previously reported and not
affected by the restatements.

     Based on these considerations, management of the Company concluded that no meaningful
additional disclosure to investors would be accomplished by amending the 2004 quarterly reports,
and that it would be appropriate to correct the errors through its Quarterly Reports on Form 10-Q
(or by an amendment thereof) for the quarterly periods ended March 31, 2005 and June 30, 2005 and
ending September 30, 2005.

* * * * *

Robert F. Telewicz, Jr.

August 19, 2005

Page 5

     In connection with this response letter, the Company acknowledges that:

    •

    it is responsible for the adequacy and accuracy of the disclosure in the filings;

    •

    staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission from taking any action
with respect to the filing; and

    •

    it may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

     If you have any questions or would like further information concerning the foregoing, please
do not hesitate to contact the undersigned at 312-798-6201. Thank you for your assistance.

    Sincerely,

/S/ Michael C. Colleran

Michael C. Colleran

Executive Vice President and Chief

Financial Officer

    cc:

    Timothy H. Callahan

Ted R. Jadwin