PROSPECTUS SUPPLEMENT DATED JANUARY 29, 2002
(To Prospectus Dated December 5, 2000) FILED PURSUANT TO RULE 424(b)(3)
SEC FILE NO. 333-47754

$325,000,000
Senior Exchangeable Notes due November 15, 2008 of EOP Operating Limited Partnership
Exchangeable Into Common Shares of Beneficial Interest of
Equity Office Properties Trust

      This prospectus supplement relates to resales by the holders of EOP Operating Limited Partnership’s Senior Exchangeable Notes due November 15, 2008 and the common shares of beneficial interest, $.01 par value per share, of Equity Office Properties Trust issuable upon exchange of the notes. This prospectus supplement amends and supplements, and should be read in conjunction with, the prospectus dated December 5, 2000, which is to be delivered with this prospectus supplement.

      The Selling Holder table, appearing under the heading “Selling Holders” beginning on page 46 of the accompanying prospectus (as previously supplemented by the prospectus supplement dated October 31, 2001), hereby is supplemented further by the information included below.

	Principal Amount
	of Notes
	Beneficially Owned		Principal Amount		Common Shares		Common Shares
	Prior to the		of Notes		Owned Prior		Offered
Name	Offering		Offered Hereby		to the Offering(1)		Hereby(2)
Evergreen Equity Income Fund		5,000,000		5,000,000		147,058		147,058

(1)

Comprises the Equity Office common shares owned by each selling holder prior to the offering, including the number of whole Equity Office common shares for which the notes held by the selling holder may be exchanged at the initial exchange rate of $34.00 per share. Fractional shares will not be issued upon exchange of the notes; rather, cash will be paid instead of fractional shares, if any. The exchange rate and the number of Equity Office common shares issuable upon exchange of the notes may be adjusted under specified circumstances, which are described in greater detail under “Description of the Notes—Exchange of Notes” beginning on page 8 of the accompanying prospectus. Accordingly, the number of Equity Office common shares issuable upon exchange of the notes may increase or decrease from time to time.

(2)

Assumes the entire aggregate principal amount of notes held by the selling holder is exchanged into Equity Office common shares at the initial exchange rate of $34.00 per share and the offering of those shares by the selling holder under this prospectus supplement and the accompanying prospectus. Fractional shares will not be issued upon exchange of the notes; rather, cash will be paid instead of fractional shares, if any. The exchange rate and the number of Equity Office common shares issuable upon exchange of the notes may be adjusted under specified circumstances, which are described in greater detail under “Description of the Notes—Exchange of Notes” beginning on page 8 of the accompanying prospectus. Accordingly, the number of Equity Office common shares issuable upon exchange of the notes may increase or decrease from time to time. The selling holders may offer and sell under this prospectus supplement and the accompanying prospectus their notes, the Equity Office common shares for which their notes may be exchanged or both.