FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 ----------------------------
INITIAL STATEMENT OF | OMB APPROVAL |
BENEFICIAL OWNERSHIP OF SECURITIES |--------------------------|
| |
| OMB NUMBER: 3235-0104 |
| EXPIRES: |
| SEPTEMBER 30, 1998 |
Filed pursuant to Section 16(a) of the | ESTIMATED AVERAGE |
Securities Exchange Act of 1934, | BURDEN HOURS |
Section 17(a) of the Public Utility | PER RESPONSE 0.5 |
Holding Company Act of 1935 ----------------------------
or Section 30(f) of the Investment
Company Act of 1940
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1. Name and Address of Reporting Person
Walter John R.
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(Last) (First) (Middle)
c/o LaSalle Partners Incorporated
200 East Randolph Drive
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(Street)
Chicago Illinois 60601
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
September 16, 1997
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3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)
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4. Issuer Name and Ticker or Trading Symbol
LaSalle Partners Incorporated, LAP
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5. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER (CHECK ALL APPLICABLE)
(X)DIRECTOR
( )10% OWNER
( )OFFICER (GIVE TITLE BELOW)
( ) OTHER (SPECIFY TITLE BELOW)
___________________________
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6. IF AMENDMENT, DATE OF ORIGINAL (MONTH/DAY/YEAR)
September 16, 1997
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7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LINE)
(X) FORM FILED BY ONE REPORTING PERSON
( ) FORM FILED BY MORE THAN ONE REPORTING PERSON
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TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
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|1. TITLE OF SECURITY|2.AMOUNT OF |3. OWNERSHIP |4. NATURE OF
INDIRECT
| (INSTR. 4) | SECURITIES | FORM DIRECT| BENEFICIAL OWNERSHIP
| | BENEFICIALLY| DIRECT (D) | (INSTR.5)
| | OWNED | OR INDIRECT|
| | (INSTR. 4) | (I) (INSTR.|
| | | 5) |
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Common Stock, 12,500 I By Self as Trustee
par value $.01 for Self, Spouse and
Others
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TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
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1. Title of Derivative Security (Instr. 4)
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2. Date Exercisable and Expiration Date (Month/Day/Year)
___________________________ _________________________
Date Exercisable Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security (Instr.4)
___________________________ ___________________________
Title Amount of Number of Shares
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct(D) or Indirect (I)
(Instr.5)
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6. Nature of Indirect Beneficial Ownership (Instr. 5)
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EXPLANATION OF RESPONSES:
/s/ Fritz E. Freidinger as Attorney-in-Fact November 6, 1997
____________________________________________ ___________________
**SIGNATURE OF REPORTING PERSON Date
___________________________________________
** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE
FEDERAL
CRIMINAL VIOLATIONS.
SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).
NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY
SIGNED. IF SPACE PROVIDED IS INSUFFICIENT, SEE INSTRUCTION 6 FOR
PROCEDURE.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS
A CURRENTLY VALID OMB NUMBER.
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<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of William E. Sullivan and Fritz E. Freidinger, signing
singly, his/her true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms 3, 4 and 5
in accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the execution
of any such Form 3, 4 or 5 and the timely filing of such form with the
United States Securities and Exchange Commission ("SEC") and any other
authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in his discretion.
The powers granted above may be exercised by each such attorney-in-
fact on behalf of the undersigned, individually, and on behalf of the
undersigned in the undersigned's fiduciary and representative capacity in
which the undersigned may be acting.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
such attorney-in-fact might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or his substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities
to comply with Section 16 of the Exchange Act.
This Power of Attorney shall be effective on the date set forth below
and shall continue in full force and effect until the date on which the
undersigned shall cease to be subject to Section 16 of the Exchange Act and
the rules thereunder or until such earlier date on which written
notification executed by the undersigned is filed with the SEC expressly
revoking this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of September, 1997.
/s/ John R. Walter
_______________________________
Name: John R. Walter
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