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 IL 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)
09/02/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/02/2003 		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)
Code V Amount (A) or (D) Price
Com Sh of B.I., p.v. $.01 09/02/2003 M 75,000 A $0 169,885 D
Com Sh of B.I., p.v. $.01 09/02/2003 S 75,000 D $27.84 94,885(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Share Option (right to buy) $21 09/02/2003 M 75,000 07/11/1998(2) 07/11/2007 Com Sh of B.I., p.v. $.01 75,000 $0 75,000 D
Non-Qualified Share Option (right to buy) $33 12/16/1998(2) 12/16/2007 Com Sh of B.I., p.v. $.01 75,000 75,000 D
Non-Qualified Share Option (right to buy) $23.4 12/31/1999(2) 12/31/2008 Com Sh of B.I., p.v. $.01 75,000 75,000 D
Non-Qualified Share Option (right to buy) $24.225 12/31/2000(2) 12/30/2009 Com Sh of B.I., p.v. $.01 75,000 75,000 D
Non-Qualified Share Option (right to buy) $29.98 02/15/2002(2) 02/14/2011 Com Sh of B.I., p.v. $.01 75,000 75,000 D
Non-Qualified Share Option (right to buy) $28.36 02/22/2003(2) 02/21/2012 Com Sh of B.I., p.v. $.01 81,000 81,000 D
Non-Qualified Share Option (right to buy) $24.53 03/01/2004(2) 02/28/2013 Com Sh of B.I., p.v. $.01 72,920 72,920 D
OP Units (right to exchange for Common Shares) $0.000(3) 07/11/1999 12/31/2050(4) Com Sh of B.I., p.v. $.01 6,927 6,927 D
Phantom Share Units - Payout in installments $0.000(5) (6) (6) Com Sh of B.I., p.v. $.01 59,972 59,972(7) D
Explanation of Responses:
1. Includes 151 Common Shares acquired under the Equity Office Properties Trust 1997 Non-Qualified Employee Share Purchase Plan on June 2, 2003 in a transaction exempt from Section 16 pursuant to Rule 16b-3(c). This amendment is filed to update the total number of Common Shares directly held to include these 151 Common Shares.
2. 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.
3. The derivative securities reported herein are Units of Partnership Interest (''OP Units'') of EOP Operating Limited Partnership (''EOPLP''). The Issuer is the sole general partner and a limited partner of EOPLP. Pursuant to the limited partnership agreement of EOPLP, OP Units are redeemable for cash or, at the Issuer's option, into common shares of beneficial interest, par value $.01 (''Common Shares'') of the Issuer on a one-for-one basis.
4. Due to EDGAR system filing limitations, the Expiration Date is listed as 12/31/2050. The actual Expiration Date of the Derivative Security is 12/31/2095, the expiration date of EOP Operating Limited Partnership.
5. One phantom share unit converts into one Common Share or cash value of one Common Share of the Issuer.
6. The award is settled (exercisable) in ten annual installments beginning 1/1/05.
7. Reflects phantom share units previously reported as non-derivative shares indirectly held for the benefit of the Reporting Person by Merrill Lynch Trust Company as Trustee of the Issuer's Supplemental Retirement Plan.
Remarks:
/s/ Stevens, Stanley M 09/02/2003
** 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).
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