United
States


Securities
and Exchange Commission


Washington,
D.C. 20549




FORM
10-Q/A


(Amendment
No. 1)





QUARTERLY
REPORT PURSUANT TO SECTION 13




OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For
the quarterly period ended March 31, 2008




Commission
file number 001-33106









Douglas
Emmett, Inc.


(Exact
name of registrant as specified in its charter)




MARYLAND
            20-3073047(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





808
Wilshire Boulevard,


Suite 200


Santa
Monica, California 90401


(Address
and zip code of principal executive offices)




(310) 255-7700


Registrant’s
telephone number, including area code)




None


(Former
name, former address and former fiscal year, if changed since last
report)




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.




Yes  x     Noo




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      accelerated filer  x
            Accelerated
      filer  oNon-accelerated
      filero(Do not
      check if a smaller reporting company)
            Smaller
      reporting company  o







Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).




Yes  o     Nox




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.




Class
            
            Outstanding
      at April 30, 2008Common
      Shares of beneficial interest,
            
            121,281,401
      shares$0.01
      par value per share












EXPLANATORY
NOTE





The
purpose of this Form 10-Q/A, Amendment No. 1 to our Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2008, as filed with the Securities
and Exchange Commission on May 8, 2008 (the “Original Filing”) is to amend the
certifications attached as Exhibits 31.1 and 31.2 to the Original
Filing.  The certifications are being amended to conform to the
language set forth in Regulation S-K, Item 601(b) (31).





Except
for the item described above, no other information in the Original Filing is
amended hereby, and this amendment does not reflect events occurring after the
Original Filing or modify or update those disclosures affected by subsequent
events. Accordingly, this Form 10-Q/A should be read in conjunction with the
Original Filing and our other filings with the Securities and Exchange
Commission.








Item
6.  Exhibits





Exhibit
      Number
            
            Description31.1
            
            Certificate
      of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            
            Certificate
      of Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.








Signatures




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





DOUGLAS
      EMMETT, INC.Date:  August 13,
      2008
              By:
              /s/JORDAN
      L. KAPLANJordan
      L. Kaplan
                President
      and Chief Executive OfficerDate:  August
      13, 2008
              By:
              /s/
      WILLIAM KAMERWilliam
      Kamer
                Chief
      Financial Officer