UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 8)

Douglas Emmett Inc
(Name of Issuer)

Common Stock
(Title of Class of Securities)

25960P109
(CUSIP Number)


Check the appropriate box to designate the rule pursuant
to which this Schedule
 is filed:
	Rule 13d-1(b)
?	Rule 13d-1(c)
?	Rule 13d-1(d)



Page 1 of 8 Pages

1
NAME OF REPORTING PERSON:
LaSalle Investment Management, Inc.

S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
36-4160747

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

	(a)


	(b)
?
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland

5
SOLE VOTING POWER

0

NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER

0

EACH
REPORTING
PERSON WITH
7
SOLE DISPOSITIVE POWER

144,724


8
SHARED DISPOSITIVE POWER

0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

144,724

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

Excludes shares beneficially owned by LaSalle Investment Management
 (Securities),
 L.P.
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.1%

12
TYPE OF REPORTING PERSON*
IA


*SEE INSTRUCTIONS BEFORE FILLING OUT!

1
NAME OF REPORTING PERSON:
LaSalle Investment Management (Securities), L.P.

S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
36-3991973

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

	(a)


	(b)

3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland

5
SOLE VOTING POWER

449,691

NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER

0

EACH
REPORTING
PERSON WITH
7
SOLE DISPOSITIVE POWER

2,331,957


8
SHARED DISPOSITIVE POWER

0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,331,957

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 CERTAIN SHARES*

Excludes shares beneficially owned by LaSalle Investment
 Management,
Inc.
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.7%

12
TYPE OF REPORTING PERSON*
IA

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1.
     	(a)	Name of Issuer
     		Douglas Emmett Inc

	(b)	Address of Issuer's Principal Executive Offices
		808 Wilshire Boulevard Suite 200
		Santa Monica, CA 90401

Item 2.
     LaSalle Investment Management, Inc. provides the following
information:
     	(a)	Name of Person Filing
		LaSalle Investment Management, Inc.

	(b)	Address of Principal Business Office or, if none,
 Residence
		200 East Randolph Drive
		Chicago, Illinois  60601

	(c)	Citizenship
		Maryland

	(d)	Title of Class of Securities

		Common Stock, $.01 par value per share

	(e)	CUSIP Number

		25960P109

     	LaSalle Investment Management (Securities), L.P. provides
 the
following information:
     	(a)	Name of Person Filing
		LaSalle Investment Management (Securities), L.P.

	(b)	Address of Principal Business Office or, if none,
Residence
		100 East Pratt Street
		Baltimore, MD 21202

	(c)	Citizenship
		Maryland

	(d)	Title of Class of Securities

		Common Stock, $.01 par value per share

	(e)	CUSIP Number

		25960P109

Item 3.*	If this statement is filed pursuant to Rule 13d-1(b),
 or 13d-2(b),
 check whether the person filing is a:
      (a)	?	Broker or Dealer registered under Section 15
of the Act
      (b)	?	Bank as defined in Section 3(a)(6) of the Act
      (c)	?	Insurance Company as defined in Section 3(a)(19)
 of the
 Act
(d)	?	Investment Company registered under Section 8 of the
Investment
 Company Act
(e)		Investment Adviser registered under Section 203 of the
Investment
 Advisers Act of 1940
(f)	?	Employee Benefit Plan, Pension Fund which is subject to
the
 provisions of the Employee Retirement Income Security Act of 1974
or Endowment
Fund; see 240.13d-1(b)(1)(ii)(F)
(g)	?	Parent Holding Company, in accordance with 240.13d-1
(b)(ii)(G)
(Note:  See Item 7)
(h)	?	A savings association as defined in section 3(b) of
the Federal Deposit
 Insurance Act
(i)	?	A church plan that is excluded from the definition of
an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(j)	?	Group, in accordance with 240.13d-1(b)-1(ii)(J)
(k)	? 	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as
 a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify
the type of institution: ____


      *  This response is provided on behalf of LaSalle Investment
 Management, Inc.
and LaSalle Investment Management (Securities), L.P., each an
investment adviser
 under Section 203 of the Investment Advisers Act of 1940.

Item 4.	Ownership
     Provide the following information regarding the aggregate
number and
percentage of the class of securities of the issuer identified
in Item 1.
     LaSalle Investment Management, Inc. provides the following
 information:
	(a)	Amount Beneficially Owned
      	144,724
	(b)	Percent of Class
      	0.1%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote
      		0

		(ii)	shared power to vote or to direct the vote
      		0

		(iii)	sole power to dispose or to direct the disposition of
      		144,724

		(iv)	shared power to dispose or to direct the disposition of
      		0
     LaSalle Investment Management (Securities), L.P. provides the following
information:
	(a)	Amount Beneficially Owned
      	2,331,957

	(b)	Percent of Class
      	1.7%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote
      		449,691

		(ii)	shared power to vote or to direct the vote
      		0

		(iii)	sole power to dispose or to direct the disposition of
      		2,331,957

		(iv)	shared power to dispose or to direct the disposition of
      		0

Item 5.	Ownership of Five Percent or Less of a Class
     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following X.


Item 6.	Ownership of More than Five Percent on Behalf of Another Person

      	Not applicable.


Item 7.	Identification and Classification of the Subsidiary Which Acquired the
 Security Being Reported on By the Parent Holding Company

      	Not applicable.


Item 8.	Identification and Classification of Members of the Group

      	The two members of the Group are: LaSalle Investment Management, Inc.
("LaSalle") and LaSalle Investment Management (Securities), L.P. ("LIMS").


Item 9.	Notice of Dissolution of Group

      	Not applicable.


Item 10.	Certification
     	By signing below I certify that, to the best of my knowledge and
 belief,
 the securities referred to above were acquired in the ordinary course of
 business

 and were not acquired for the purpose of and do not have the effect of
changing
or influencing the control of the issuer of such securities and were not
 acquired
in connection with or as a participant in any transaction having such purposes
or effect.



SIGNATURE

	After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete
and correct.

	The parties agree that this statement is filed on behalf of each of them.


Dated:	February 4, 2013


LASALLE INVESTMENT
MANAGEMENT, INC.


By:/s/ Marci S. McCready_
Name:	Marci S. McCready
Title:	Vice President


LASALLE INVESTMENT
MANAGEMENT
(SECURITIES), L.P.


By:/s/ Marci S. McCready
Name:	Marci S. McCready
Title:	Vice President



1
~BALT2:631732.v1  |2/14/02
17298-27

~BALT2:631732.v1  |2/14/02
17298-27








8



~BALT2:631732.v1  |2/14/02
17298-27