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^*

STEVENS STANLEY M

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA

SUITE 2100

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP-Chief Legal Counsel & Secy

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2005

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	02/25/2005		A		17,912	A	$29.52	101,177.342⁽¹⁾	D
Com Sh of B.I., p.v. $.01	02/28/2005		D⁽²⁾		6,250	D	$0	94,927.342	D
Com Sh of B.I., p.v. $.01								49	I	By Spouse

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)
Non-Qualified Share Option Grant	$29.52	02/25/2005		A		74,367		02/25/2006⁽³⁾	02/25/2015	Com Sh of B.I., p.v. $.01	74,367	$29.52	74,367	D
Phantom Share Units	⁽⁴⁾	02/28/2005		A		6,250		⁽⁴⁾⁽⁵⁾	⁽⁵⁾	Com Sh of B.I., p.v. $.01	6,250	$0	105,364	D

Explanation of Responses:

1. Common Shares reported on this line have been adjusted to reflect Common Shares acquired through dividend reinvestment and through the Equity Office Properties Trust 1997 Non-Qualified Employee Share Purchase Plan in a transaction exempt from Section 16 pursuant to rule 16b-3(c) since the last report filed by the Reporting Person.

2. Reflects disposition back to Issuer of previously restricted shares granted to the Reporting Person pursuant to the Equity Office Properties Trust Amended and Restated 1997 Share Option and Share Award Plan, as amended. The Reporting Person made a prior election to defer receipt of these shares when they vested (the Transaction Date) by exchanging them for phantom share units to be held in the Issuer's Supplemental Retirement Plan ("SRP").

3. Option is exercisable as follows: 1/3 on first anniversary date of option grant; 1/3 on second anniversary date; and 1/3 on third anniversary date.

4. One phantom share unit converts into one Common Share or cash value of one Common Share of the Issuer.

5. The award is settled (exercisable) in ten annual installments beginning 1/1/05.

Remarks:

	By: By Robin Mariella as POA for	03/01/2005
	** 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.
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