CORRESP 1 filename1.htm

 

Global Markets & Investment Banking

 

 

 

World Financial Center

North Tower

New York, New York 10281-1305
212-449-6500

 

 

 

October 19, 2006

 

Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Re:               Douglas Emmett, Inc.
Registration Statement No. 333-135082

Gentlemen:

On behalf of the underwriters, we hereby join the company in requesting that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 3:00 p.m. EDT on October 23, 2006, or as soon thereafter as possible, pursuant to Rule 430A.

The Underwriters of the above issue were advised by invitation wire and in subsequent underwriting papers that they must comply with the provisions of SEC Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.  Copies of the Preliminary Prospectus have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours prior to the time it is expected confirmations will be mailed.  The undersigned, as Representatives, have and will, and each underwriter and each dealer has advised the undersigned that it has and will comply with Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.



In connection with the foregoing, please be advised that the undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus dated October 6, 2006.

 N.Y.S.E.

 

1

 

 

 

Financial Services and Publications

 

15

 

 

 

N.A.S.D.

 

5

 

 

 

Underwriters

 

40,017

 

 

 

Dealers

 

3

 

 

 

Individuals & Corporations

 

2,896

 

 

 

MLPF&S Inc. Branch Offices

 

5,135

 

 

 

TOTAL

 

48,072

 

Copies

 

 

 

Very truly yours,

 

 

 

 

 

MERRILL LYNCH & CO.

 

 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

 

 

LEHMAN BROTHERS INC.

 

 

CITIGROUP GLOBAL MARKETS INC.

 

 

WACHOVIA CAPITAL MARKETS, LLC

 

 

UBS SECURITIES LLC

 

 

BANC OF AMERICA SECURITIES LLC

 

 

A.G. EDWARDS & SONS, INC.

 

 

RAYMOND JAMES & ASSOCIATES, INC.

 

 

WELLS FARGO SECURITIES, LLC

 

 

BMO CAPITAL MARKETS CORP.

 

 

As Representatives

 

 

 

 

 

BY:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

 

 

 

 

 

 

By:

/s/ HUGH H. HAYNES

 

 

 

Hugh H. Haynes

 

 

 

Authorized Signatory

 

 

2