SecProbe.io

June 9, 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. 3 to Registrati on Statement on Form S-11
Filed June 3, 2010
  File No. 333-164916

Dear Mr. Coleman:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
General

1. We note that you have included industry data relating to television networks,
programming and new media, which you obtained from Kagan Media Appraisals.  Please provide us with copies the re levant portions of any study, re port or book that you cite or
on which you rely.  Please mark the materials to specifically identify the portions that support your disclosure.
Our Properties, page 7

2. Please also disclose the annualized net effective rent per leased square foot for the uncommenced leases of 875 Howard Street  in the tabular presentation on page 8.

Victor J. Coleman
Hudson Pacific Properties, Inc.
June 9, 2010 Page 2

Distribution Policy, page 52

3. Refer to footnote 2 on page 54.  Tell us how you calculated the straight line rent
adjustment of $1,831 for the office properties and why it has significantly changed from
the amounts reported in your last amendment.
4. Reference is made to footnote 6.  Given that you have only included increases in
contractual rental income from new leases  and renewals signed  through March 31, 2010,
please tell us what consider ation was given to similarly revising your estimated provision
for tenant improvement costs and leasing commissions to include only those costs for
which you have commitments, including those related to these new or renewed leases
entered into through March 31, 2010.
5. Refer to footnote 8 on page 55.  Please revise your disclosure to specifi cally state, if true,
that the contribution made by the Farall on Funds relating to the funding of the
outstanding tenant improvement costs under th e Technicolor lease is pursuant to the
contribution agreement.
6. We have read and considered your respons e to comment 3 in our letter dated May 28,
2010.  Please expand your disclosure in footnote 9 to indicate, if true, that the company
does not expect to make any material cap ital expenditures for recurring building
improvements for the Technicolor Building.
7. We have read and considered your respons e to comment 4 in our letter dated May 28,
2010  and continue to have the position that the mortgage payments scheduled to be due
within the 12-month period ending March 31, 2011 should be included within your
calculation of estimated cash available for distribution.  Although you have executed a
term sheet with the lender to state that you plan to extend th e maturity date of the loan,
such a letter is usually non-binding. As such, your expectation of extension would not
provide a factually supportable basis to excl ude the loan payments.  Please advise or
revise accordingly.
Pro Forma Consolidated Financial Statements, page F-1
Note 1 - Adjustments to the Pro Forma Combined Balance Sheet, page F-7
8. We have read and considered your respons e to comment 14 in our letter dated May 28,
2010.  We note that the total value of the se ries A preferred operating partnership units
issued is based on the value of the indirect  partnership interest s being acquired.  To
enhance the transparency of your disclosure, expand this footnote to discuss how the
value of the indirect pa rtnership interest being acquired was determined.

Victor J. Coleman
Hudson Pacific Properties, Inc.
June 9, 2010 Page 3

Exhibit 8.1 – Draft Tax Opinion

9.  We note your response to comment 17 in our  letter dated May 28, 2010.  Please refer to
the second to last paragraph of the draft tax opinion, specifically the statement that: “This
opinion may not be relied upon you for any other purpose . . . provided that this opinion
may be relied upon by persons entitled to rely on it pursuant to app licable provisions of
federal securities laws and persons purcha sing securities pursuant to the Registration
Statement.”  Please note that it is inappropr iate to place limitations on who may rely on
the opinion and the manner in which reliance may be made.  Please  have counsel revise
accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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 event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
ƒ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

ƒ the action of the Commission or the staff, 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

ƒ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Victor J. Coleman
Hudson Pacific Properties, Inc. June 9, 2010 Page 4

You may contact Yolanda Cr ittendon, Staff Accountant, at (202) 551-3472, or Cicely
LaMothe, Accounting Branch Chief, at ( 202) 551-3413, if you have questions regarding
comments on the financial statements and related ma tters.  With respect to questions relating to
our comment regarding the Invest ment Company Act, please contact Rochelle Plesset in the
Division of Investment Manageme nt at (202) 551-6840.  Please c ontact Erin Martin, Attorney-
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 (213) 891-8763