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^*

SPECTOR GERALD A

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 400

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EQUITY RESIDENTIAL [ EQR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer and Ex

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2004

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)
Common Shares of Beneficial Interest	12/06/2004		M		76,315	A	$23.55	236,789⁽¹⁾	D
Common Shares of Beneficial Interest	12/06/2004		S		76,315	D	$35.0898	160,474⁽¹⁾	D
Common Shares of Beneficial Interest	12/06/2004		M		10,000	A	$24.625	170,474⁽¹⁾	D
Common Shares of Beneficial Interest	12/06/2004		S		10,000	D	$35.0898	160,474⁽¹⁾	D
Common Shares of Beneficial Interest								222,919⁽²⁾	I	Spouse
Common Shares of Beneficial Interest								393,486⁽³⁾	I	SERP Account
Common Shares of Beneficial Interest								6,328⁽⁴⁾	I	Children

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 Stock Option (right to buy)	$23.55	12/06/2004		M			76,315	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	76,315	$35.0898	152,632⁽⁵⁾	D
Non-Qualified Stock Option (right to buy)	$24.625	12/06/2004		M			10,000	05/14/2000	05/14/2008	Common Shares of Beneficial Interest	10,000	$35.0898	0⁽⁶⁾	D
Non-Qualified Stock Option (right to buy)	$25.3438							01/07/2001	01/07/2008	Common Shares of Beneficial Interest	150,000		150,000⁽⁶⁾	D
Non-Qualified Stock Option (right to buy)	$25.75							08/04/1999	08/04/2007	Common Shares of Beneficial Interest	10,000		10,000⁽⁶⁾	D
Non-Qualified Stock Option (right to buy)	$25.844							01/18/2002	01/18/2011	Common Shares of Beneficial Interest	154,742		154,742⁽⁷⁾	D
Non-Qualified Stock Option (right to buy)	$25.865							11/15/2001	05/15/2011	Common Shares of Beneficial Interest	10,000		10,000⁽⁸⁾	D
Non-Qualified Stock Option (right to buy)	$27.2							01/16/2003	01/16/2012	Common Shares of Beneficial Interest	165,444		165,444⁽⁹⁾	D
Non-Qualified Stock Option (right to buy)	$27.2							01/17/2003	01/17/2012	Common Shares of Beneficial Interest	5,000		5,000⁽¹⁰⁾	D
Non-Qualified Stock Option (right to buy)	$27.6							07/11/2002	07/11/2011	Common Shares of Beneficial Interest	200,000		200,000⁽¹¹⁾	D
Non-Qualified Stock Option (right to buy)	$29.25							01/27/2004	01/27/2014	Common Shares of Beneficial Interest	203,906		203,906⁽¹²⁾	D
Operating Partnership Units	$0							08/16/1993	⁽¹³⁾	Common Shares of Beneficial Interest	218		218	D

Explanation of Responses:

1. Shares reported on this line are owned directly and are subject to vesting.

2. Shares reported on this line are beneficially owned by Mr. Spector's spouse. Mr. Spector disclaims beneficial ownership of said shares.

3. Shares reported herein are owned by The Security Trust Company, as Trustee of the Equity Residential Supplemental Retirement Plan for the benefit of the Reporting Person.

4. Shares reported on this line are beneficially owned by Mr. Spector as custodian for his minor children. Mr. Spector disclaims beneficial ownership of said shares.

5. 76,315 share options reported herein will become exercisable on February 7, 2004; 76,316 share options will become exercisable on February 7, 2005; and 76,316 share options will become exercisable on February 7, 2006.

6. Share options reported on this line are fully exercisable.

7. 103,161 share options reported on this line are currently exercisable; and 51,581 share options will become exercisable on January 18, 2004.

8. 6,668 share options reported herein are currently exercisable; and 3,332 share options will become exercisable on May 15, 2003.

9. 55,148 share options reported herein are currently exercisable; 55,148 share options will become exercisable on January 16, 2004; 55,148 share options will become exercisable on January 16, 2005.

10. 3,333 share options reported herein are exercisable; 1,667 will become exercisable on January 17, 2004.

11. One-third of the share options reported on this line are exercisable; one-third will become exercisable on July 11, 2003; and one-third will become exercisable on July 11, 2004.

12. Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007.

13. The Operating Partnership Units reported on this line expire 12/31/2080.

	Gerald A Spector	12/07/2004
	** 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.