SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ZELL SAMUEL

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA

SUITE 600

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EQUITY OFFICE PROPERTIES TRUST [ EOP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Com Sh of B.I., p.v. $.01	01/22/2007		A		61,893	A	$0	326,156	D
Com Sh of B.I., p.v. $.01								32,000	I	By Spouse, Trustee for HZRT⁽¹⁾
Com Sh of B.I., p.v. $.01								43,753	I	See Buzzard Footnote⁽²⁾
Com Sh of B.I., p.v. $.01								12,834	I	See EGI Footnote⁽³⁾
Com Sh of B.I., p.v. $.01								12,835	I	See EGIL Footnote⁽⁴⁾
Com Sh of B.I., p.v. $.01								258,178	I	See Samstock/Alpha Footnote⁽⁵⁾
Com Sh of B.I., p.v. $.01								27,348	I	See SZRT Footnote⁽⁶⁾
Com Sh of B.I., p.v. $.01								1,239,472	I	See ZFT Footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Common Shares of Beneficial Interest reported herein were owned by the Helen Zell Revocable Trust (''HZRT'') on 11/20/98, the date on which the Reporting Person married Helen Zell, the trustee of HZRT. Reporting Person does not have a pecuniary interest in such shares.

2. The securities reported herein are owned by Buzzard Partners. The Rochelle Zell Trust (''RZ'') was a partner in Buzzard Partners. The Reporting Person was a co-trustee and a beneficiary of RZ. A portion of the pecuniary interest in such shares is attributable to persons other than the Reporting Person.

3. The securities reported herein are owned by EGI Holdings, Inc. Under a stockholder's agreement dated December 31, 1999 among certain trusts established for the benefit of the family of the Reporting Person (the "Zell Trusts") and certain trusts established for the benefit of the family of Ann and Robert Lurie (the "Lurie Trusts"), the Zell Trusts have the power to vote and dispose of the shares beneficially owned by EGI Holdings, Inc. Chai Trust Company, L.L.C. ("Chai Trust") is the trustee of such trusts. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. The Common Shares reported herein are owned by EGIL Investments, Inc. Under a stockholder agreement dated December 31, 1999 among the Zell Trusts and the Lurie Trusts, the Lurie Trusts have the power to vote and dispose of the shares beneficially owned by EGIL Investments, Inc. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. The securities reported herein are owned by Samstock/Alpha, L.L.C. The sole member of Samstock/Alpha, L.L.C. is Alphabet Partners. The general partners of Alphabet Partners are the Zell Trusts, the trustee of which is Chai Trust. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

6. The securities reported herein are owned by Samstock/SZRT, L.L.C. The sole member of Samstock/SZRT L.L.C. is the Samuel Zell Revocable Trust, under trust agreement dated January 17, 1990. The Reporting Person is the sole trustee and beneficiary of the Samuel Zell Revocable Trust.

7. The securities reported herein are owned by Samstock/ZFT, L.L.C. The sole member of Samstock/ZFT, L.L.C. is ZFT Partnership. The general general partners of ZFT Partnership are the Zell Trusts, the trustee of which is Chai Trust. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

	By: By Robin Mariella as POA for	01/24/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.