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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(Print or Type Responses)

1. Name and Address of Reporting Person * Panzer Kenneth M   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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) DOUGLAS EMMETT, INC, 808 WILSHIRE BOULEVARD, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 11/08/2007 (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               2,773,568 I Trust (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

Partnership Units (2)

(3) (4)

11/08/2007

D

638,298

(3)(4)

(3)(4)

Common Stock

638,298

$ 23.5 (4)

4,295,210

I

Trust (1)

Options (right-to-buy)

$ 21

10/30/2006(5)

10/30/2016

Common Stock

2,488,889

2,488,889

D

Long-Term Incentive Plan Units (6)

(6)

10/30/2006

(3)

Common Stock

420,000

420,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Panzer Kenneth M DOUGLAS EMMETT, INC 808 WILSHIRE BOULEVARD, SUITE 200 SANTA MONICA, CA 90401	X		Chief Operating Officer

Signatures

/s/ Kenneth M. Panzer		11/09/2007
**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)	Held by The KMP Trust u/t/a dated May 18, 2007.
(2)	Represents limited partnership units ("OP Units") in Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership") whose general partner is wholly owned by the Issuer. The OP Units were received in exchange for direct or indirect contributions to the Operating Partnership.
(3)	Not applicable.
(4)	Commencing 14 months after issuance, OP Units may be redeemed at the option of the Issuer for (i) a cash distribution from the Operating Partnership at the request of the Reporting Person, or (ii) common stock of the Issuer. The cash distribution price of the OP Units is based on a discounted fair market value of an equivalent number of shares of the Issuer's common stock.
(5)	Options are fully vested.
(6)	Represents long-term incentive plan units ("LTIPS") in the Operating Partnership. LTIPS are convertible to common stock of the Issuer on a one-for-one basis.

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