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) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) 4545 AIRPORT WAY 3. Date of Earliest Transaction (Month/Day/Year) 06/13/2008 (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 06/13/2008   M   197,870 A $ 58.97 209,003 D   Common Shares of Beneficial Interest 06/13/2008   F   122,810 D $ 58.97 86,193 D   Common Shares of Beneficial Interest               58,498 I See footnote (1)

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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

Option-to-Buy

$ 18.625

06/13/2008

M

40,674

(2)

09/15/2009

Common Shares

40,674

$ 18.625

858,451

D

Option-to-Buy

$ 24.25

06/13/2008

M

41,813

(3)

09/14/2010

Common Shares

41,813

$ 24.25

816,638

D

Option-to-Buy

$ 24.755

06/13/2008

M

5,436

(4)

09/26/2012

Common Shares

5,436

$ 24.755

811,202

D

Option-to-Buy

$ 30

06/13/2008

M

75,000

(5)

09/25/2013

Common Shares

75,000

$ 30

736,202

D

Dividend Equivalent Units

(6)

06/13/2008

M

19,004

(6)

09/15/2009

Common Shares

19,004

(6)

717,198

D

Dividend Equivalent Units

(6)

06/13/2008

M

15,943

(6)

09/14/2010

Common Shares

15,943

(6)

701,255 (7)

D

Reporting Owners

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

Signatures

Erin McMahon, Attorney-in-Fact on behalf of Walter C. Rakowich		06/16/2008
**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)	Total includes shares in the ProLogis 401(k) Plan, family trusts and shares held on behalf of children.
(2)	Options vested 25% a year beginning on 9/15/2000.
(3)	Options vested 25% a year beginning on 9/14/2001.
(4)	Options vested 25% a year beginning on 9/26/2003.
(5)	Options vested 25% a year beginning on 9/25/2004.
(6)	Automatic conversion of Dividend Equivalent Units ("DEUs"). DEUs convert into common shares on a 1-for-1 basis. DEUs have no exercise price or expiration date. Fractional DEUs are settled in cash.
(7)	Total includes options, restricted stock units, deferred performance units and dividend equivalent units granted under Issuer's Long-Term Incentive Plan.

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