SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010

May 28, 2010
Victor J. Coleman Chief Executive Officer Hudson Pacific Properties, Inc. 11601 Wilshire Blvd., Suite 1600 Los Angeles, California 90025
Re: Hudson Pacific Properties, Inc.
Amendment No. 2 to Registrati on Statement on Form S-11
Filed May 12, 2010
  File No. 333-164916

Dear Mr. Coleman:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Summary, page 1

 Summary Risk Factors, page 5

 1. Please include a statement in regards to the following:
ƒ that in certain instances the amount of consideration that you will pay to
acquire properties in the formation transactions was not negotiated at
arm’s length;

Victor J. Coleman
Hudson Pacific Properties, Inc.
May 28, 2010
Page 2

ƒ that you may be required to borrow f unds to make distribution payments;
and

ƒ that investors will experience substan tial dilution after the completion of
the offering and the formation transactions.

Our Properties, page 7

2. We have considered your response to comment 4 in our letter dated May 3, 2010
relating to the disclosure of the total amount of cash rents expected from the
initial portfolio taking into  account the abatements a nd rent expirations in a
tabular presentation.  We continue to be lieve that the requested disclosure is
important to investors.  Furthermore, we  note that the requested disclosure would
better track the disclosure required by Item  15(e) of Form S-11.  We reiterate our
request that the disclosure  be provided.  Please note that this comment also
applies to the table presented on page  94 under the subheading, “Our Initial
Portfolio.”
 Distribution Policy, page 50

 3. We have read and considered your respons e to comment 9 in our letter dated May
3, 2010.    We note that you continue to be lieve it is not appr opriate to include
tenant improvement costs and lease co mmissions and/or capital expenditures
related to the Technicolor Building.  Please note that a ny material expected uses
of cash flows from investing and financ ing activities, as well as operating, are
required to be estimated for the period e nded and included in your disclosure to
determine estimated cash available for distribution.  Please amend accordingly.
 4. We have read your response to comment  10 in our letter dated May 3, 2010 and
note that you do not anticipate having any scheduled loan repayments or outflows
during the 12 month period ending Ma rch 31, 2011.  Refer to the tabular
presentation on page 76.  An expecta tion of extension w ould not provide a
sufficient basis for the exclusion of significant financing activities.  Please explain why you did not include in the determina tion of estimated cash available for
distribution the principal payments on your mortgage loans that are schedule to be
due within the 12 month period endi ng March 31, 2011.  You may consider
providing a gross presentation showing th e estimated outflow of the scheduled
loan repayments offset by an inflow to  the extent it is a factually supportable
source.

Victor J. Coleman
Hudson Pacific Properties, Inc.
May 28, 2010
Page 3

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 59

Comparison of the three months ended Marc h 31, 2010 to the three months ended March
31, 2009, page 67

5. Please expand your disclosure to fully e xplain the changes from period to period.
For example, please clarify why there was an increase in rental revenues from your Sunset Bronson and City Plaza propertie s and a decrease in rental revenues
from your Sunset Gower property.  Furthe rmore, please explain why there were
lower operating expenses at your City Plaza property.
 Secured Revolving Credit Facility, page 75

 6. We note your disclosure that under your  secured revolving credit facility, your
ability to make distributions  in certain circumstances will be prohibited.  Please
revise your risk factor on page 43 titled  “We may be unable to make distributions
at expected levels,” to clarify this fact or advise.

Our Initial Portfolio, page 94

Description of Our Offi ce Properties, page 98
 Technicolor Building, Holly wood, California, page 106

 7. We have read and considered your res ponse to comment 13 in our letter dated
May 3, 2010.  Please tell us the level of significance of this property.

Description of Our Media and En tertainment Properties, page 112

Sunset Brown Lot A, page 117

8. Outline briefly any proposed development including the estimated cost and method of financing to be used.  If th ere are no present plans for development,
please disclose this in the prospectus.  Also revise your summary as necessary.
See Item 14(d) of Form S-11.

Victor J. Coleman
Hudson Pacific Properties, Inc.
May 28, 2010
Page 4

Management, page 122
 Arden Realty, Inc., page 126

 9. With respect to your presentation of Arden Realty’s total return to stockholders,
please confirm to us that Messrs. Coleman and Stern remained management members of Arden Realty until May 2006, when  its sale to GE Real Estate was
consummated.

Policies with Respect to Ce rtain Activities, page 148

10. Please tell us how you have comp lied with Item 25 of Form S-11.
 Securities of Interests in Persons Primarily Engaged in Real Estate Activities and Other
Issuers, page 149
 11. Please indicate the types of s ecurities or interest in pers ons that the registrant may
invest.  See Instruction 1 to Item 13(c) and Instruction 1 to Item 13(d) of Form S-11.  For those issuers that are not engaged in  real estate activit ies, please indicate
the industry groups in which the registrant  may invest and the percentage of its
assets which it may invest in each industr y group.  See Instruc tion 1 to Item 13(d)
of Form S-11.  For those persons primarily  engaged in real estate activities that
the registrant may invest, please indicat e such persons’ prim ary activities and
investment policies.  See Instruction 2 to  Item 13(c) of Form S-11.  In addition,
please state the criteria to be followed in the purchase of such securities and interests.  See Instruction 3 to Item 13(c ) and Instruction 2 to Item 13(d) of Form
S-11.
 Structure and Formation of Our Company, page 153

 12. Please include disclosure as to how the prope rties or interests to be acquired were
valued.  Also discuss how the valuations relate to the consideration to be paid by the registrant for the properties or interests.
Pro Forma Consolidated Financial Statements, page F-1

 Note 1 - Adjustments to the Pro Forma Combined Balance Sheet, page F-7

 13. We have read and considered your res ponse to comments 19 - 20 in our letter
dated May 3, 2010 as well as the corr espondence letters dated May 6, 2010 and
May 20, 2010.  We do not object to the conclusions reached and the proposed accounting treatment identified in Altern ative B within the letter dated May 20,
2010. Please modify your disclosures acco rdingly to reflect your revised
accounting treatment.

Victor J. Coleman
Hudson Pacific Properties, Inc.
May 28, 2010
Page 5

 14. We have read and considered your res ponse to comment 21 in our letter dated
May 3, 2010.  As previously requested, please disclose
 in footnote of Adjustment
(D) on page F-8 the per share value assigned to the preferred operating partnership units being issu ed to the non-predecessor en tities and how such value
was determined.
15. We have read and considered your res ponse to comment 22 in our letter dated
May 3, 2010.  Refer to Adjustment (D) and (H) on pages F-8 and F-10, respectively.  We note that the F unds affiliated with Farallon Capital
Management, LLC and Hudson Capital LLC negotiated at arms’ length to
determine that the management agreemen ts acquired from Hudson Capital LLC.
Please advise us how the value of these agreements, both initially and for purposes of subsequent impairment testing, were determined in accordance with FASB ASC 805-20-30-6 a nd FASB ASC 820-10.
 Part II – Information Not Required in Prospectus, page II-1

 Item 33. Recent Sale of Unregistered Securities, page II-1

 16. We note your disclosure that for the offer a nd sale of securities in connection with
the formation transactions and the sepa rate private placement, you are relying
upon the exemption provided by Regulation D of the Securities Act.  Please disclose the specific rule under Regul ation D upon which you are relying.  See
Item 701(d) of Regulation S-K.

Exhibit 8.1 – Draft Tax Opinion

17.  We note your response to comment 51 in our letter dated March 19, 2010.  Please
refer to the second to last paragraph of the draft tax opinion, specifically the statement that: “This opinion is rendered onl y to you and is solely for your benefit
in connection with the tran saction described above.  This opinion may not be
relied upon you for any other purpose . . . .”  Please note that it is inappropriate to
place limitations on who may rely on the opinion and have counsel revise accordingly.
* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Victor J. Coleman
Hudson Pacific Properties, Inc.
May 28, 2010
Page 6

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
 ‚ the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
 ‚ the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

Victor J. Coleman
Hudson Pacific Properties, Inc. May 28, 2010
Page 7

You may contact Yolanda Crittendon, Staff Accountant, at (202) 551-3472, or
Cicely LaMothe, Accounting Branch Chief,  at (202) 551-3413, if you have questions
regarding comments on the financ ial statements and related matters.  With respect to
questions relating to our comme nt regarding the Investment Company Act, please contact
Rochelle Plesset in the Divi sion of Investment Management  at (202) 551-6840.  Please
contact Erin Martin, Attorn ey-Advisor, at (202) 551-3391 or me at (202) 551-3233 with
any other questions.

     S i n c e r e l y ,
Tom Kluck Branch Chief
  cc: Julian T.H. Kleindorfer, Esq.      Bradley A. Helms, Esq.      Latham & Watkins, LLP
     Via facsimile