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 * Emmett Dan A   2. Issuer Name and Ticker or Trading Symbol Douglas Emmett Inc [DEI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 808 WILSHIRE BOULEVARD, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 12/17/2008 (Street) SANTA MONICA, CA 90401 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 Stock 12/17/2008   G V 37,500 (1) D $ 13.71 5,474,645 (2) I See Footnote 4. Common Stock 12/29/2008   S   62,738 D $ 12.21 5,411,907 (2) I See Footnote 4 . Common Stock 12/30/2008   G V 80,000 (1) D $ 12.63 5,411,907 (2) I See Footnote 4. Common Stock 12/30/2008   S   421,341 D $ 12.27 4,990,566 (2) I See Footnote 4. Common Stock 12/30/2008   S   29,559 (3) D $ 12.26 4,961,007 (2) I See Footnote 4. Common Stock 12/31/2008   S   7,079 (3) D $ 12.7 4,953,928 (2) I See Footnote 4. Common Stock 12/31/2008   S   115,921 D $ 12.67 4,838,007 (4) I See Footnote 4.

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Emmett Dan A 808 WILSHIRE BOULEVARD SUITE 200 SANTA MONICA, CA 90401	X	X	Chairman of the Board

Signatures

/s/ Theodore E. Guth by P/A for Dan A. Emmett		12/31/2008
**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)	Gift of common stock to the Emmett Foundation, a California tax-exempt charitable foundation (the "Foundation"), from the Dan A. Emmett Revocable Living Trust of November 21, 1985. Reporting Person has voting and investment control of shares held by the Foundation and disclaims beneficial ownership of such shares.
(2)	See Footnote 4 for explanation of ownership following all transactions reported herein.
(3)	Sale of common stock by Rivermouth Partners, a California limited partnership ("Rivermouth"). Reporting Person has voting and investment control over all shares held by Rivermouth, and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4)	OWNERSHIP INCLUDES: 4,645,507 shares of common stock owned by the Dan A. Emmett Revocable Living Trust of November 21, 1985; and 192,500 shares of common stock held by the Emmett Foundation, of which Reporting Person has voting and investment control and disclaims beneficial ownership. After all transactions reported above, no shares are held by Rivermouth.

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