UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~May 25,~~of ~~2011~~1934

Date of Report (Date of earliest event reported): June 6, 2011

PROLOGIS

(Exact name of registrant as specified in charter)

Maryland	1-12846	74-2604728
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification
of Incorporation)		No.)


Maryland (State or other jurisdiction of Incorporation)		1-12846 (Commission File Number)		74-2604728 (I.R.S. Employer Identification No.)


4545 Airport Way, Denver, Colorado		80239

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, including Area Code: (303) 567-5000

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 2.01.~~o ~~Completion~~Soliciting ofmaterial ~~Acquisition~~pursuant orto ~~Disposition~~Rule of14a-12 ~~Assets~~under the Exchange Act (17 CFR 240. 14a-12)

Ono ~~May 25, 2011, ProLogis settled on its mandatory tender offer for all of the ordinary and convertible preferred units of ProLogis European Properties, a Luxembourg closed~~Pre-~~ended~~commencement ~~investment fund~~communications ~~(Euronext/Amsterdam:~~pursuant ~~PEPR, hereafter “PEPR”), managed by an affiliate of ProLogis. Pursuant~~ to ~~the~~Rule ~~tender offer and open~~14d-~~market purchases made during the tender period, ProLogis acquired 96,547,538 ordinary units and~~ 2~~,728,161 convertible preferred units for an aggregate purchase price of approximately €615.5 million~~ (~~$865.9 million~~b). ~~ProLogis funded the purchases through borrowings~~ under ~~its Global Line of Credit and a €500 million bridge facility from J.P. Morgan Europe Limited, as administrative agent, and JPMorgan Chase Bank, N.A., London Branch, as a lender. Following~~ the ~~tender~~ ~~offer,~~Exchange ~~ProLogis~~Act ~~owns~~(17 anCFR ~~aggregate of 170,661,111 ordinary units and 9,744,017 convertible preferred units~~240. Based on information published by PEPR as to the total number of PEPR ordinary and convertible preferred units in issue, this holding will represent directly or indirectly 89.58% of PEPR’s ordinary units and 94.62% of PEPR’s convertible preferred units. The financial results of PEPR will be consolidated with those of ProLogis. 14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 7.01		Regulation FD Disclosure

On June 6, 2011, Prologis, Inc., Prologis, L.P.’s general partner, disclosed materials that it intends to use in connection with its meetings conducted at a conference sponsored by the National Association of Real Estate Investment Trusts. Prologis is an indirect wholly owned subsidiary of ProLogis, L.P. A copy of the materials is attached as an exhibit hereto. This section and the attached exhibit are provided under Item 7.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.


Item 9.01		Financial Statements and Exhibits

(d)


	99.1			National Association of Real Estate Investment Trust presentation (incorporated by reference to Exhibit 99.1 to ProLogis, Inc.’s (File No. 001-13545) and ProLogis, L.P.’s (File No.001-14245) Current Report on Form 8-K dated June 6, 2011).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROLOGIS	~~PROLOGIS~~
Date: May 31, 2011		By:		/s/ Edward S. Nekritz Name: Edward S. Nekritz
Date: June 6, 2011	By:	/s/ Michael T. Blair
				Title: General Counsel and Secretary
		Name:	Michael T. Blair
		Title:	Managing Director

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