Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 11 )*

Equity One, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

294752100

(CUSIP Number)

Mark Schonberger, Esq.
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, New York 10022
(212) 318-6000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 14, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		294752100


1	NAMES OF REPORTING PERSONS Chaim Katzman


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States and Israel

		7	SOLE VOTING POWER

NUMBER OF			502,186.25 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			44,898,013.717

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			502,186.25 (1)

WITH		10	SHARED DISPOSITIVE POWER

			44,898,013.717

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	45,400,199.967 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	52.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) See Explanatory Note for Item 5.


CUSIP No.		294752100


1	NAMES OF REPORTING PERSONS Gazit-Globe Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Israel

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			44,710,977.717

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			44,710,977.717

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	44,710,977.717

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	51.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		294752100


1	NAMES OF REPORTING PERSONS M G N (USA) INC.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Nevada

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			30,630,907.717

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			30,630,907.717

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	30,630,907.717

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	35.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		294752100


1	NAMES OF REPORTING PERSONS GAZIT (1995), INC.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Nevada

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			7,646,801.057

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			7,646,801.057

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,646,801.057

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		294752100


1	NAMES OF REPORTING PERSONS MGN America, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			15,890,461.413

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			15,890,461.413

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	15,890,461.413

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	18.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		294752100


1	NAMES OF REPORTING PERSONS Hollywood Properties Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			14,080,070

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			14,080,070

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	14,080,070

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		294752100


1	NAMES OF REPORTING PERSONS Gazit Canada, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ontario, Canada

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			14,080,070

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			14,080,070

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	14,080,070

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		294752100


1	NAMES OF REPORTING PERSONS Gazit America, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Ontario, Canada

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			14,080,070

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			14,080,070

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	14,080,070

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		294752100


1	NAMES OF REPORTING PERSONS Silver Maple, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Nevada

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,693,213

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			8,693,213

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,693,213

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	10.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		294752100


1	NAMES OF REPORTING PERSONS Ficus, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,386,857

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			5,386,857

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,386,857

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		294752100

Explanatory Note: This Amendment No. 11 (this “Amendment”) to the Schedule 13D of Chaim Katzman, Gazit-Globe Ltd. (“Gazit”), M G N (USA) INC. (“MGN”), GAZIT (1995), INC. (“1995”), MGN America, LLC (“America”), Hollywood Properties Ltd. (“Hollywood”), Gazit Canada, Inc. (“GCI”), Gazit America, Inc. (“GAA”), Silver Maple, Inc. (“Silver Maple”) and Ficus, Inc. (“Ficus”) (collectively, the “Gazit Group,” “we,” “us” or the “Reporting Persons”) filed on October 10, 2001 (the “Initial 13D”) relates to the Common Stock, par value $.01each (“Shares”) of Equity One, Inc., a Maryland corporation (the “Issuer” or “Equity One”). The Initial 13D, together with Amendment No. 1 to the Initial 13D, filed February 26, 2003, Amendment No. 2 to the Initial 13D, filed July 31, 2007, Amendment No. 3 to the Initial 13D, filed August 8, 2007, Amendment No. 4 to the Initial 13D, filed January 18, 2008, Amendment No. 5 to the Initial 13D, filed July 8, 2008, Amendment No. 6 to the Initial 13D, filed October 14, 2008, Amendment No. 7 to the Initial 13D, filed October 24, 2008, Amendment No. 8 to the Initial 13D, filed November 4, 2008, Amendment No. 9 to the Initial 13D, filed November 13, 2008, Amendment No. 10 to the Initial 13D, filed April 24, 2009 and this Amendment No. 11 shall be collectively referred to herein as the “Schedule 13D.”

This Amendment No. 11 reflects the following changes:

	•		The beneficial ownership of an additional 87,511 Shares by the Gazit Group as a result of the acquisition of such Shares by America; and

	•		The spin-off of GAA (previously known as First Capital America Holding Corp.) by First Capital Realty, Inc. (“*FCR*”), which resulted in (i) FCR no longer owning any Shares and (ii) a revised chain of ownership by the Gazit Group of the Shares previously owned by FCR.

Item 3. Source and Amount of Funds and Other Consideration.

Item 3 is amended and restated in its entirety as follows:

The net investment cost (including broker commissions) for the Shares acquired by each of Chaim Katzman, MGN, 1995, America, Silver Maple and Ficus is set forth in the table below. No other Reporting Person directly holds Shares.


				Approximate Net
Reporting Person	Shares Held			Investment Cost
Chaim Katzman		689,222.250	⁽¹⁾			⁽²⁾
MGN		7,093,645.247		$	88,669,062
1995		7,646,801.057		$	122,696,768
America		15,890,461.413		$	235,394,010
Silver Maple		8,693,213.000		$	112,205,503
Ficus		5,386,857.000		$	69,160,000

Total		45,400,199.967		$	628,125,343	⁽³⁾


CUSIP No.		294752100


(1)		Includes 187,036 shares held of record by Mr. Katzman’s wife directly or as custodian for their daughters. Does not include options held by Mr. Katzman. See Explanatory Note for Item 5.

(2)		Mr. Katzman has acquired his Shares through various restricted stock grants, through bonus awards accepted in the form of Shares and through the exercise of options.

(3)		Excludes the Shares held directly and indirectly by Mr. Katzman not otherwise owned by another Reporting Person.

All shares held by Chaim Katzman, MGN, 1995, Silver Maple and Ficus were acquired more than 60 days prior to the filing of this Schedule 13D. Of the total shares held by America, 15,802,950.413 shares were acquired more than 60 days prior to the filing date of this Schedule 13D. The consideration for America’s acquisitions of the Issuer’s stock during the past 60 days was cash available on hand and from borrowings made in the ordinary course of business under a revolving credit facility.

Item 5. Interests in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety.

The aggregate percentage of Shares reported beneficially owned by each Reporting Person as of the date of filing of this Schedule 13D is based upon 86,325,261 Shares issued and outstanding, as reported by the Issuer in its most recent Quarterly Report of Form 10-Q for the Quarter Ended June 30, 2009 filed with the Securities and Exchange Commission on July 31, 2009.

Chaim Katzman

(a) Aggregate Number of Shares beneficially owned: 45,400,199.967 (52.6% of the Shares).

(b) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 502,186.25

	(ii)		Shared power to vote or to direct the vote: 44,898,013.717

	(iii)		Sole power to dispose or to direct the disposition of: 502,186.25

	(iv)		Shared power to dispose or to direct the disposition of: 44,898,013.717

Mr. Katzman may be deemed to control Gazit. Of the shares beneficially owned by Mr. Katzman as of the date of this filing:

•

Mr. Katzman has sole voting and dispositive power of 502,186.25 Shares held directly by him and indirectly through family trusts, which he controls (not including (i)187,036 Shares held of record by Mr. Katzman’s wife directly or as custodian for their daughters and (ii) Shares issuable on exercise of 437,317 options of which 218,658.50 are currently vested and exercisable and another 218,658.50 become vested in 2 equal installments beginning with 109,329.25 on December 31, 2009); and


CUSIP No.		294752100

	•		Mr. Katzman shares voting and dispositive authority over 7,093,645.247 Shares with Gazit and MGN, as such Shares are directly held by MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

	•		Mr. Katzman shares voting and dispositive authority over 7,646,801.057 Shares with Gazit, MGN and 1995, as such Shares are directly held by 1995, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

	•		Mr. Katzman shares voting and dispositive authority over 15,890,461.413 Shares with Gazit, MGN and America, as such Shares are directly held by America, which is a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

	•		Mr. Katzman shares voting and dispositive authority over 8,693,213 Shares with Gazit, GAA and Silver Maple, as such Shares are directly held by Silver Maple, which is a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control; and

	•		Mr. Katzman shares voting and dispositive authority over 5,386,857 Shares with Gazit, GAA and Ficus, as such Shares are directly held by Ficus, which is a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control.

(d) Other than as described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Mr. Katzman.

(e) Not applicable.

Gazit

(a) Aggregate Number of Shares beneficially owned: 44,710,977.717 (51.8% of the Shares).

(b) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 44,710,977.717

	(iii)		Sole power to dispose or to direct the disposition of: 0


CUSIP No.		294752100

(iv)

Shared power to dispose or to direct the disposition of: 44,710,977.717

Of the shares beneficially owned by Gazit as of the date of this filing:

	•		Gazit shares voting and dispositive authority over 7,093,645.247 Shares with Mr. Katzman and MGN, as such Shares are held directly by MGN, a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

	•		Gazit shares voting and dispositive authority over 7,646,801.057 Shares with Mr. Katzman, MGN and 1995, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

	•		Gazit shares voting and dispositive authority over 15,890,461.413 Shares with Mr. Katzman, MGN and America, as such Shares are held directly by America, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

	•		Gazit shares voting and dispositive authority over 8,693,213 Shares with Mr. Katzman GAA and Silver Maple as such Shares are held directly by Silver Maple, which is a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control; and

	•		Gazit shares voting and dispositive authority over 5,386,857 Shares with Mr. Katzman GAA and Ficus as such Shares are held directly by Ficus, which is a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, which Mr. Katzman may be deemed to control.

(e) Not applicable.

MGN

(a) Aggregate Number of Shares beneficially owned: 30,630,907.717 (35.5% of the Shares).

(b) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 30,630,907.717


CUSIP No.		294752100

	(iii)		Sole power to dispose or to direct the disposition of: 0

	(iv)		Shared power to dispose or to direct the disposition of: 30,630,907.717

	•		MGN shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman and Gazit, as such Shares are held directly by MGN, America and 1995, wholly-owned subsidiaries of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control; and

	•		MGN shares voting and dispositive authority over 15,890,461.413 Shares it beneficially owns with America, as such Shares are held directly by America, a wholly-owned subsidiary of MGN; and

	•		MGN shares voting and dispositive authority over 7,646,801.057 Shares it beneficially owns with 1995, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN.

(e) Not applicable.

1995

(a) Aggregate Number of Shares beneficially owned: 7,646,801.057 (8.9% of the Shares).

(b) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 7,646,801.057

	(iii)		Sole power to dispose or to direct the disposition of: 0

	(iv)		Shared power to dispose or to direct the disposition of: 7,646,801.057

•

1995 shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Gazit and MGN, as such Shares are held directly by 1995, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.


CUSIP No.		294752100

(e) Not applicable.

America

(a) Aggregate Number of Shares beneficially owned: 15,890,461.413 (18.4% of the Shares).

(b) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 15,890,461.413

	(iii)		Sole power to dispose or to direct the disposition of: 0

	(iv)		Shared power to dispose or to direct the disposition of: 15,890,461.413

•

America shares voting and dispositive authority over all Shares it beneficially owns with Mr. Katzman, Gazit and MGN, as such Shares are held directly by America, a wholly-owned subsidiary of MGN, which is a wholly-owned subsidiary of Gazit, which Mr. Katzman may be deemed to control.


Trade Date	No. of Shares		Average Price Per Share (1)(2)		Total Cost(1)(2)

7/8/2009(3)		61,911	$	12.25	$	758,457
7/9/2009(3)		24,600	$	12.28		302,108
7/10/2009(3)		1,000	$	12.29		12,285

Totals:		87,511			$	1,072,850


(1)		Average price per share amounts and total cost amounts have been rounded. Therefore, the numbers in the “Total Cost” column do not exactly match the product of the corresponding entries in the “No. of Shares” and “Avg. Price Per Share” columns.

(2)		Including broker commissions.

(3)		Purchases by America were made pursuant to a Rule 10b5-1 trading plan, which expires on August 31, 2009.


CUSIP No.		294752100

(e) Not applicable.

Hollywood

(a) Aggregate Number of Shares beneficially owned: 14,080,070 (16.3% of the Shares).

(b) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 14,080,070

	(iii)		Sole power to dispose or to direct the disposition of: 0

	(iv)		Shared power to dispose or to direct the disposition of: 14,080,070

	•		Hollywood shares voting and dispositive authority over 8,693,213 Shares it beneficially owns with Mr. Katzman, Gazit and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, including Hollywood and GCI. Mr. Katzman may be deemed to control Gazit; and

	•		Hollywood shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Mr. Katzman, Gazit, and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, including Hollywood and GCI. Mr. Katzman may be deemed to be control Gazit.

(e) Not applicable.

GCI

(a) Aggregate Number of Shares beneficially owned: 14,080,070 (16.3% of the Shares).

(b) Number of shares as to which such person has:


CUSIP No.		294752100

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 14,080,070

	(iii)		Sole power to dispose or to direct the disposition of: 0

	(iv)		Shared power to dispose or to direct the disposition of: 14,080,070

	•		GCI shares voting and dispositive authority over 8,693,213 Shares it beneficially owns with Mr. Katzman, Gazit and Silver Maple, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, including GCI and Hollywood. Mr. Katzman may be deemed to control Gazit; and

	•		GCI shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Mr. Katzman, Gazit, and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, including GCI and Hollywood. Mr. Katzman may be deemed to control Gazit.

(e) Not applicable.

GAA

(a) Aggregate Number of Shares beneficially owned: 14,080,070 (16.3% of the Shares).

(b) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 14,080,070

	(iii)		Sole power to dispose or to direct the disposition of: 0

	(iv)		Shared power to dispose or to direct the disposition of: 14,080,070

•

GAA shares voting and dispositive authority over 8,693,213 Shares it beneficially owns with Chaim Katzman, Gazit, and Silver Maple, as such Shares are held directly by Silver


CUSIP No.		294752100

			Maple, a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman; and

	•		GAA shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Chaim Katzman, Gazit, and Ficus, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.

(c) Prior to August 14, 2009, GAA was a wholly-owned subsidiary of FCR that indirectly owned 14,080,070 Shares through Silver Maple and Ficus, wholly-owned subsidiaries of GAA. On August 14, 2009, FCR spun-off GAA to FCR’s shareholders through a special dividend-in kind to FCR’s shareholders of 100% of FCR’s ownership interest in GAA. As a result of this special dividend, GAA is now a separate entity and FCR no longer has any interest in GAA or the Shares.

(e) Not applicable.

Silver Maple

(a) Aggregate Number of Shares beneficially owned: 8,693,213 (10.1% of the Shares).

(b) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 8,693,213

	(iii)		Sole power to dispose or to direct the disposition of: 0

	(iv)		Shared power to dispose or to direct the disposition of: 8,693,213

•

Silver Maple shares voting and dispositive authority over 8,693,213 Shares it beneficially owns with Chaim Katzman, Gazit, and GAA, as such Shares are held directly by Silver Maple, a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.


CUSIP No.		294752100

(e) Not applicable.

Ficus

(a) Aggregate Number of Shares beneficially owned: 5,386,857 (6.2% of the Shares).

(b) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 5,386,857

	(iii)		Sole power to dispose or to direct the disposition of: 0

	(iv)		Shared power to dispose or to direct the disposition of: 5,386,857

•

Ficus shares voting and dispositive authority over 5,386,857 Shares it beneficially owns with Chaim Katzman, Gazit, and GAA, as such Shares are held directly by Ficus, a wholly-owned subsidiary of GAA, which is controlled through various subsidiaries by Gazit, which may be deemed to be controlled by Chaim Katzman.

(e) Not applicable.


CUSIP No.		294752100

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


	CHAIM KATZMAN
Date: August 24, 2009	By:	/s/ Chaim Katzman

	GAZIT-GLOBE, LTD.
Date: August 24, 2009	By:	/s/ Chaim Katzman
		Name:	Chaim Katzman
		Title:	Chairman

	M G N (USA) INC.
Date: August 24, 2009	By:	/s/ Chaim Katzman
		Name:	Chaim Katzman
		Title:	President

	GAZIT (1995), INC.
Date: August 24, 2009	By:	/s/ Chaim Katzman
		Name:	Chaim Katzman
		Title:	President

	MGN AMERICA, LLC
Date: August 24, 2009	By:	/s/ Chaim Katzman
		Name:	Chaim Katzman
		Title:	President

	HOLLYWOOD PROPERTIES LTD.
Date: August 24, 2009	By:	/s/ Chaim Katzman
		Name:	Chaim Katzman
		Title:	Authorized Signatory


CUSIP No.		294752100


	GAZIT CANADA, INC.
Date: August 24, 2009	By:	/s/ Gil Kotler
		Name:	Gil Kotler
		Title:	Authorized Signatory

	GAZIT AMERICA, INC.
Date: August 24, 2009	By:	/s/ Aharon Soffer
		Name:	Aharon Soffer
		Title:	President

	SILVER MAPLE, INC.
Date: August 24, 2009	By:	/s/ Chaim Katzman
		Name:	Chaim Katzman
		Title:	President

	FICUS, INC.
Date: August 24, 2009	By:	/s/ Chaim Katzman
		Name:	Chaim Katzman
		Title:	President