SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Alexander Erik J. (Last) (First) (Middle) 925 EAST MEADOW DRIVE (Street) PALO ALTO CA 94303 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/18/2010	3. Issuer Name and Ticker or Trading Symbol ESSEX PROPERTY TRUST INC [ ESS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Z-1 Incentive Units	(1)	(1)	Series Z Unit Incentive	13,577	$1(3)	D
Series Z-1 Incentive Units	(2)	(2)	Series Z Unit Incentive	2,510	$1(3)	D

Explanation of Responses:

1. Represents the grant of Series Z-1 Incentive Units pursuant to the Essex Portfolio, L.P. Long Term Incentive Plan issued in March 2004. The conversion ratchet percentage, initially set at 20%, will increase by up to 10% on January 1 of each year for each holder of Series Z-1 units who remains employed by the issuer and has met a specified 'funds from operations' per share target or other criteria established by the Compensation Committee, for the prior year, up to a maximum conversion ratchet percentage of 100%.These Units have no expiration date.

2. Represents the grant or Series Z-1 Incentive Units pursuant to the Essex Portfolio, L.P. Long Term Incentive Plan issued in December 2005. The conversion ratchet percentage, initially set at 20%, will increase by up to 10% on January 1 of each year for each holder of Series Z-1 Incentive Units who remains employed by the issuer and has met a specified 'funds from operations' per share target or other criteria established by the Compensation Committee, for the prior year, up to the maximum conversion ratchet percentage of 100%. These Units have no expiration date.

3. A capital contribution of $1.00 per series Z & Z-1 Incentive Units

	Michael T. Dance (Attorney-in-Fact)	05/19/2010
	** 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 5 (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).
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