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 * SULLIVAN WILLIAM E   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) Chief Financial Officer (Last) (First) (Middle) 4545 AIRPORT WAY 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2009 (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 (1) 01/02/2009   M   6,690 A $ 0 7,638 D   Common Share of Beneficial Interest, par value $0.01 (2) 01/02/2009   M   970 A $ 0 8,608 D   Common Shares of Beneficial Interest, par value $0.01 (3) 01/02/2009   F   2,493 D $ 0 6,115 D   Common Shares of Beneficial Interest, par value $0.01 (4) 01/02/2009   M   3,747 A $ 0 9,862 D   Common Shares of Beneficial Interest, par value $0.01 (2) 01/02/2009   M   33 A $ 0 9,895 D   Common Shares of Beneficial Interest, par value $0.01 (3) 01/02/2009   F   1,122 D $ 0 8,773 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

RSUs (1)

$ 0

01/02/2009

M

6,690

(1)

(1)

Common Shares of Beneficial Interest

6,690

$ 0

395,074

D

Performance Bonus Units (NSP) (4)

$ 0

01/02/2009

M

3,747

(4)

(4)

Common Shares of Beneficial Interest

3,747

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SULLIVAN WILLIAM E 4545 AIRPORT WAY DENVER, CO 80239			Chief Financial Officer

Signatures

/s/ Kristi Oberson, Attorney-in-Fact for William Sullivan		01/07/2009
**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)	RSUs. Conversion of 25% of restricted share unit award following vest. The shares convert on a 1-for-1 basis.
(2)	DEUS. 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.
(3)	Shares withheld for payment of tax liability.
(4)	Payout of Performance Bonus Share Units under the Non Qualified Savings Plan.

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