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 * 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) 12/27/2010 (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 12/27/2010   S(1)   57,231 (2) D $ 16.822 4,713,776 I See Footnote 4. Common Stock 12/27/2010   S(1)   40,000 (3) D $ 16.8 4,673,776 I See Footnote 4. Common Stock 12/28/2010   S(1)   42,769 (2) D $ 16.832 4,631,007 I (4) 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

Dan A. Emmett		12/29/2010
**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)	The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans entered into by the reporting person and an entity affiliated with the reporting person as of December 22, 2010.
(2)	Shares sold by the Dan A. Emmett Revocable Living Trust of November 21, 1985 (the "Emmett Living Trust").
(3)	Shares sold by Rivermouth Partners, a California limited partnership ("Rivermouth"), of which the Emmett Living Trust is the general partner.
(4)	Shares held by the Reporting Person: (i) the Emmett Living Trust owns 4,210,507 shares; (ii) Rivermouth owns 160,000 shares which are disclaimed by the Reporting Person except to the extent of his pecuniary interest therein; (iii) the Emmett Foundation, a California charitable organization, owns 172,500 shares all of which are disclaimed by the Reporting Person; and (iv) trusts for the Reporting Person's children, of which the Reporting Person is a trustee, own 88,000 shares all of which are disclaimed by the Reporting Person. Ownership excludes 232,681 fully vested employee stock options (right to buy).

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