FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 * RAKOWICH WALTER C   2. Issuer Name and Ticker or Trading Symbol PROLOGIS [PLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & COO (Last) (First) (Middle) 4545 AIRPORT WAY 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2008 (Street) DENVER, CO 80239 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares of Beneficial Interest, par value $0.01 01/02/2008   M   3,642 A (1) 66,031 D   Common Shares of Beneficial Interest, par value $0.01 01/02/2008   M   3,264 A (2) 69,295 D   Common Shares of Beneficial Interest, par value $0.01 01/02/2008   M   307.914 A (3) 69,603 D   Common Shares of Beneficial Interest, par value $0.01 01/02/2008   F   2,344.167 D (4) 69,796 (5) D

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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 Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Share Unit Award

(1)

01/02/2008

M

3,642

(1)

(1)

Common Shares of Beneficial Interest

3,642

(1)

1,014,879

D

Restricted Share Unit Award

(2)

01/02/2008

M

3,264

(2)

(2)

Common Shares of Beneficial Interest

3,264

(2)

1,011,615

D

Dividend Equivalent Units

(3)

01/02/2008

M

307.914

(3)

(3)

Common Shares of Beneficial Interest

307.914

(3)

1,011,307

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RAKOWICH WALTER C 4545 AIRPORT WAY DENVER, CO 80239	X		President & COO

Signatures

/s/ Kate M. Meade, Attorney-in-Fact on behalf of Walter C. Rakowich		01/04/2008
**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)	Conversion of 25% of restricted share unit award granted on 12/20/05. The units convert into common shares on a 1 for 1 basis.
(2)	Conversion of 25% of restricted share unit award granted on 12/21/06. The units convert into common shares on a 1 for 1 basis.
(3)	Conversion of dividend equivalent units. Dividend Equivalent Units are earned and accrue on restricted share units pursuant to our Incentive Plan. The rate of vest and the expiration date is the same as the underlying grant. DEUs are converted in common shares on a 1 for 1 basis.
(4)	Payment of tax liaibility by reporting person to issuer pursuant to the conversion of restricted share unit award and dividend equivalent unit award.
(5)	Includes shares acquired through the ProLogis 401(k) Plan. Mr. Rakowich holds 59,162 shares through the Rakowich Family Trust and 549 shares through the Rakowich Gift Trust.

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