Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
ANTENUCCI TED R
  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)
Pres. & Chief Investment Offcr
(Last)
(First)
(Middle)
4545 AIRPORT WAY
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2010
(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 $.01 (1) 12/31/2010 12/31/2010 M   41,250 A $ 0 211,540 D  
Common Shares of Beneficial Interest, par value $.01 (2) 12/31/2010 12/31/2010 M   1,782 A $ 0 213,322 D  
Common Shares of Beneficial Interest, par value $.01 (3) 12/31/2010 12/31/2010 F   17,677 D $ 14.44 195,645 D  
Common Shares of Beneficial Interest, par value $.01 (4) 12/31/2010 12/31/2010 M   150,000 A $ 0 345,645 D  
Common Shares of Beneficial Interest, par value $.01 (5) 12/31/2010 12/31/2010 M   28,388 A $ 0 374,033 D  
Common Shares of Beneficial Interest, par value $.01 (6) 12/31/2010 12/31/2010 F   73,282 D $ 14.44 300,751 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Performance Share Units $ 0 12/31/2010 12/31/2010 M     41,250   (1)   (1) Common Shares of Beneficial Interest 41,250 $ 0 527,468 D  
Dividend Equivalent Units $ 0 12/31/2010 12/31/2010 M     1,782   (2)   (2) Common Shares of Beneficial Interest 1,782 $ 0 525,686 D  
Restricted Share Units $ 0 12/31/2010 12/31/2010 M     150,000   (4)   (4) Common Shares of Beneficial Interest 150,000 $ 0 375,686 D  
Dividend Equivalent Units $ 0 12/31/2010 12/31/2010 M     28,388   (5)   (5) Common Shares of Beneficial Interest 28,388 $ 0 347,298 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ANTENUCCI TED R
4545 AIRPORT WAY
DENVER, CO 80239
      Pres. & Chief Investment Offcr  

Signatures

 Kristi Oberson, attorney-in-fact for Theodore Antenucci   01/04/2011
**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) Performance Share Award Units (PSA Units) granted 2/27/2009, of which the earned amount was determined on 12/31/2009, based upon achievement of company and individual goals. After the earned amount was determined, the earned PSA Units have a vesting schedule of 34% on 12/31/2009, and 33% on each of 12/31/2010 and 12/31/2011. Earned PSA Units convert into ProLogis common shares upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. This transaction represents the portion of the earned PSA Units that vested on 12/31/2010 (33% of the original earned PSA Units).
(2) Dividend Equivalent Units (DEUs) are earned on earned PSA Units and convert into ProLogis common shares on a 1-for-1 basis upon vesting of such earned PSA Units. This represents the DEUs earned on the portion of the earned PSA Units that vested on 12/31/2010. DEUs have no exercise price or expiration date.
(3) Shares withheld for payment of the tax liability associated with the receipt of ProLogis common shares acquired upon the release of Performance Share Award Units and dividend equivalent units (DEUs) referenced in Table II.
(4) Restricted Share Units (RSUs). Conversion of 100% of restricted share unit award following vest. The RSUs convert into ProLogis common shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(5) Dividend Equivalent Units (DEUs). Automatic settlement of DEUs in connection with the vesting of RSUs. The DEUS convert into ProLogis common shares on a 1-for-1 basis. DEUs have no exercise price or expiration date.
(6) Shares withheld for payment of the tax liability associated with the receipt of ProLogis common shares acquired upon the release of restricted share units (RSUs) and dividend equivalent units (DEUs) referenced in Table II.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.