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) 09/10/2008 (Street) DENVER, CO 80239 4. If Amendment, Date Original Filed(Month/Day/Year) 09/12/2008 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 09/10/2008   A   133,530 A $ 42.77 219,723 D   Common Shares of Beneficial Interest 09/10/2008   F   54,133 D $ 42.77 165,590 D   Common Shares of Beneficial Interest               58,498 I See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Stock Units

$ 42.77

09/10/2008

M

30,000

(2)

10/15/2008

Common Shares

30,000

$ 42.77

675,258

D

Restricted Stock Units

$ 42.77

09/10/2008

M

30,000

(3)

12/21/2013

Common Shares

30,000

$ 42.77

645,258

D

Performance Units

$ 42.77

09/10/2008

M

18,000

(4)

12/31/2014

Common Shares

18,000

$ 42.77

627,258

D

Performance Units

$ 42.77

09/10/2008

M

27,000

(5)

12/31/2015

Common Shares

27,000

$ 42.77

600,258

D

Dividend Equivalent Units

$ 42.77

09/10/2008

M

28,530

(6)

(6)

Common Shares

28,530

$ 42.77

571,728 (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		10/02/2008
**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)	Indirectly owned includes 2,561 shares held in the ProLogis 401(k) Plan, 55,065 shares held in family trusts and and 872 shares held by children.
(2)	Restricted Stock Units granted on 10/15/98 under Issuer's Long-Term Incentive Plan, vesting at the rate of 25% a year.
(3)	Restricted Stock Units granted on 12/21/03 under Issuer's Long-Term Incentive Plan, vesting at the rate of 25% a year.
(4)	Performance Units granted on 12/31/04 under Issuer's Long-Term Incentive Plan.
(5)	Performance Units granted on 12/31/05 under Issuer's Long-Term Incentive Plan.
(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 and associated dividend equivalent units earned on restricted stock units and through dividend reinvestment.
Remarks: This amendment is being filed to correct the number of shares being held for tax liability.

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

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