8-K

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As filed with the Securities and Exchange Commission on May 2, 2003

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 30, 2003

EQUITY RESIDENTIAL
(Exact Name of Registrant as Specified in its Charter)

Maryland
(State or other jurisdiction
of incorporation or organization) 1-12252
(Commission
File Number) 13-3675988
(I.R.S. Employer
Identification No.)

Two North Riverside Plaza, Suite 400
Chicago, Illinois
(Address of principal executive offices) 60606
(Zip Code)

Registrant's telephone number, including area code: (312) 474-1300

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits

Exhibit Number	Exhibit
99.1	Press Release, dated April 30, 2003, announcing the results of operations and financial condition of Equity Residential for the three months ended and as of March 31, 2003.

ITEM 9. Regulation FD Disclosure

        On April 30, 2003, Equity Residential issued a press release announcing its results of operations and financial condition for the three months ended and as of March 31, 2003. The press release is attached hereto as Exhibit 99.1. The information in this Current Report is being furnished pursuant to Item 12. Results of Operations and Financial Condition, under Item 9 of Form 8-K as directed in Securities and Exchange Commission Release No. 34-47583.

        The attached press release includes a presentation of Equity Residential's Net Operating Income (" NOI"). If NOI falls within the definition of "non-GAAP financial measure" set forth in Item 10(e) of Regulation S-K, Equity Residential is required to include in this Current Report a statement disclosing the reasons why management believes that presentation of NOI provides useful information to investors regarding Equity Residential's results of operations. Equity Residential believes that NOI is helpful to investors as a supplemental measure of the operating performance of a real estate company because it is a direct measure of the actual operating results of the Company's apartment properties.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EQUITY RESIDENTIAL
Date: May 2, 2003	By:	/s/  MICHAEL J. McHUGH
	Name:	Michael J. McHugh
	Its:	Executive Vice President, Chief Accounting Officer and Treasurer

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ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits
ITEM 9. Regulation FD Disclosure

SIGNATURES

EX-99.1

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Exhibit 99.1

CONTACT: Marty McKenna
(312) 928-1901 FOR IMMEDIATE RELEASE
APRIL 30, 2003

EQUITY RESIDENTIAL REPORTS FIRST QUARTER RESULTS
Douglas Crocker II Resigns from Board of Trustees

CHICAGO, IL —APRIL 30, 2003—Equity Residential (NYSE: EQR) today reported results for the quarter ended March 31, 2003. All per share results are reported on a fully diluted basis. The Company also announced that Douglas Crocker II, its former CEO, has resigned from its Board of Trustees and will not stand for re-election at the annual meeting of shareholders on May 30, 2003.

        "After retiring as CEO, I have been presented with many business opportunities, some of which I would like to consider. Therefore, to avoid any real or perceived conflicts, I am resigning from the Board of Trustees. Although I am officially ending my business ties, I will never end my personal and emotional ties to Equity Residential," said Mr. Crocker.

        "We are very appreciative of Doug's leadership over the last ten years and we wish him well in his current and future endeavors," said Samuel Zell, Chairman of Equity Residential.

First Quarter 2003

        "The weak economy continues to take its toll on the multifamily industry," said Bruce W. Duncan, Equity Residential's President and CEO. "While we are encouraged that revenues in each of the first three months of 2003 are running at a higher rate than December 2002 revenues, it is still too early to make predictions regarding the timing of a recovery."

        For the quarter ended March 31, 2003, the Company reported earnings of $0.41 per share compared to $0.28 per share in the first quarter of 2002. The quarterly increase is primarily attributable to higher gains on property sales.

        Funds From Operations (FFO) for the quarter were $168.6 million, or $0.57 per share, compared to $192.1 million, or $0.64 per share, in the first quarter of 2002.

        Total revenues for the quarter were $486.1 million compared to $491.0 million in the same period of 2002.

"Same-Store" Results

        On a "same-store" first quarter 2003 to first quarter 2002 comparison, which includes 191,278 units, revenues decreased 3.5 percent, expenses increased 7.7 percent and net operating income (NOI) decreased 9.6 percent. On a sequential "same-store" comparison, for these same 191,278 units, from fourth quarter 2002 to first quarter 2003, revenues decreased 0.3 percent, expenses increased 2.0 percent and NOI decreased 1.8 percent.

Acquisitions/Dispositions

        During the first quarter of 2003, the Company acquired three properties consisting of 920 units for an aggregate purchase price of $111.5 million at an average capitalization (cap) rate of 7.0 percent. Also during the quarter, Equity Residential sold 17 properties, consisting of 4,000 units, for an aggregate sale price of $195.0 million at an average cap rate of 7.6 percent.

Second Quarter 2003 Earnings

        Equity Residential expects to announce second quarter 2003 results on Wednesday, August 13, 2003 and host a conference call to discuss those results that day at 10:00 am CT.

        Equity Residential is the largest publicly traded apartment company in America. Nationwide, Equity Residential owns or has investments in 1,027 properties in 36 states consisting of 221,249 units. For more information on Equity Residential, please visit our website at www.equityapartments.com.

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Forward-Looking Statements

        The Company lists parameters for 2003 results in the final page of this release. 2003 results will depend upon a slowdown in multifamily starts and economic recovery and job growth. The forward-looking statements contained in this news release regarding 2003 results are further subject to certain risks and uncertainties including, without limitation, the risks described under the heading "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and available on our website, www.equityapartments.com. This news release also contains forward-looking statements concerning development properties. The total number of units and cost of development and completion dates reflect the Company's best estimates and are subject to uncertainties arising from changing economic conditions (such as costs of labor and construction materials), completion and local government regulation. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

# # #

A live web cast of the Company's conference call discussing these results and outlook for 2003 will take place today at 10:00 a.m. Central. Please visit the Investor Information section of the Company's web site at www.equityapartments.com for the link. A replay of the web cast will be available for two weeks at this site.

Tables follow

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EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share data)
(Unaudited)

			Quarter Ended March 31,
			2003			2002
REVENUES
	Rental income		$	480,219		$	485,144
	Fee and asset management			2,488			1,718
	Interest and other income			3,343			4,100
		Total revenues		486,050			490,962
EXPENSES
	Property and maintenance			132,281			122,578
	Real estate taxes and insurance			52,433			49,771
	Property management			15,901			19,490
	Fee and asset management			1,770			1,862
	Depreciation			117,816			110,992
	Interest:
		Expense incurred, net		80,809			84,331
		Amortization of deferred financing costs		1,408			1,385
	General and administrative			11,176			10,800
	Impairment on technology investments			291			291
		Total expenses		413,885			401,500
Income before allocation to Minority Interests, income from investments in unconsolidated entities, net gain on sales of unconsolidated entities and discontinued operations				72,165			89,462
Allocation to Minority Interests:
	Operating Partnership			(9,110	)		(6,441	)
	Partially Owned Properties			(115	)		(806	)
Income from investments in unconsolidated entities				107			226
Net gain on sales of unconsolidated entities				1,212			5,657
Income before discontinued operations				64,259			88,098
Net gain on sales of discontinued operations				70,672			2,816
Discontinued operations, net				416			9,964
Net income				135,347			100,878
Preferred distributions				(24,180	)		(24,525	)
Net income available to Common Shares			$	111,167		$	76,353
Net income per share—basic			$	0.41		$	0.28
Net income per share—diluted			$	0.41		$	0.28
Weighted average Common Shares outstanding—basic				270,678			271,094
Weighted average Common Shares outstanding—diluted				297,646			297,229
Distributions declared per Common Share outstanding			$	0.4325		$	0.4325

EQUITY RESIDENTIAL

CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS
(Amounts in thousands except per share data)
(Unaudited)

				Quarter Ended March 31,
				2003			2002
Net income available to Common Shares				$	111,167		$	76,353
Net income allocation to Minority Interests-Operating Partnership					9,110			6,441
	Adjustments:
		Depreciation			117,816			110,992
		Depreciation—Non-real estate additions			(2,275	)		(1,977	)
		Depreciation—Partially Owned Properties			(2,039	)		(1,871	)
		Depreciation—Unconsolidated Properties			5,195			4,490
		Net gain on sales of unconsolidated entities			(1,212	)		(5,657	)
		Discontinued Operations:
			Depreciation		1,102			5,776
			Net gain on sales of depreciable property		(70,229	)		(2,477	)
FFO available to Common Shares and OP Units—basic (1)(2)				$	168,635		$	192,070
FFO available to Common Shares and OP Units—diluted				$	175,584		$	199,556
FFO per share and OP Unit—basic				$	0.58		$	0.65
FFO per share and OP Unit—diluted				$	0.57		$	0.64
Weighted average Common Shares and OP Units outstanding—basic					292,949			294,105
Weighted average Common Shares and OP Units outstanding—diluted					308,449			312,365

(1)

The National Association of Real Estate Investment Trusts ("NAREIT") defines funds from operations ("FFO") (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only. Once the Company commences the conversion of units to condominiums, it simultaneously discontinues depreciation of such property. Accordingly, the Company included in FFO its incremental gains or losses from the sale of condominium units to third parties, which represented net gains of $443 and $339 for the quarters ended March 31, 2003 and 2002, respectively.

(2)

The Company believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company because, along with cash flows from operating activities, financing activities and investing activities, it provides investors an understanding of the ability of the Company to incur and service debt and to make capital expenditures. FFO in and of itself does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative to net income as an indication of the Company's performance or to net cash flows from operating activities as determined by GAAP as a measure of liquidity and is not necessarily indicative of cash available to fund cash needs. The Company's calculation of FFO may differ from other real estate companies due to variations among the Company's and other real estate companies' accounting policies for replacement type items and, accordingly, may not be comparable to such other real estate companies.

EQUITY RESIDENTIAL

CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except for share amounts)
(Unaudited)

			March 31, 2003			December 31, 2002
ASSETS
Investment in real estate
	Land		$	1,807,226		$	1,803,577
	Depreciable property			11,227,980			11,240,245
	Construction in progress			2,428			2,441
				13,037,634			13,046,263
	Accumulated depreciation			(2,194,190	)		(2,112,017	)
Investment in real estate, net of accumulated depreciation				10,843,444			10,934,246
Cash and cash equivalents				310,309			29,875
Investments in unconsolidated entities				515,741			509,789
Rents receivable				1,410			2,926
Deposits—restricted				173,121			141,278
Escrow deposits—mortgage				44,688			50,565
Deferred financing costs, net				33,780			32,144
Goodwill, net				30,000			30,000
Other assets				78,277			80,094
		Total assets	$	12,030,770		$	11,810,917
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
	Mortgage notes payable		$	2,901,117		$	2,927,614
	Notes, net			2,854,319			2,456,085
	Line of credit			—			140,000
	Accounts payable and accrued expenses			66,234			64,369
	Accrued interest payable			64,987			63,151
	Rents received in advance and other liabilities			167,641			165,095
	Security deposits			45,192			45,333
	Distributions payable			141,413			140,844
		Total liabilities		6,240,903			6,002,491
Commitments and contingencies
Minority Interests:
	Operating Partnership			345,983			349,646
	Preference Interests			246,000			246,000
	Junior Preference Units			5,846			5,846
	Partially Owned Properties			9,395			9,811
		Total Minority Interests		607,224			611,303
Shareholders' equity:
	Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized; 10,520,784 shares issued and outstanding as of March 31, 2003 and 10,524,034 shares issued and outstanding as of December 31, 2002			946,076			946,157
	Common Shares of beneficial interest, $0.01 par value; 1,000,000,000 shares authorized; 272,488,106 shares issued and outstanding as of March 31, 2003 and 271,095,481 shares issued and outstanding as of December 31, 2002			2,725			2,711
	Paid in capital			4,827,623			4,839,218
	Deferred compensation			(9,832	)		(12,118	)
	Distributions in excess of accumulated earnings			(541,721	)		(535,056	)
	Accumulated other comprehensive loss			(42,228	)		(43,789	)
		Total shareholders' equity		5,182,643			5,197,123
		Total liabilities and shareholders' equity	$	12,030,770		$	11,810,917

EQUITY RESIDENTIAL

First Quarter 2003 vs. First Quarter 2002
Quarter over Quarter Same-Store Results

$ in Millions—191,278 Same-Store Units

Description	Revenues			Expenses			NOI**
Q1 2003	$	448.1		$	176.8		$	271.3
Q1 2002	$	464.3		$	164.2		$	300.1
Change	$	(16.2	)	$	12.6		$	(28.8	)
Change		(3.5	)%		7.7	%		(9.6	)%

First Quarter 2003 vs. Fourth Quarter 2002
Sequential Quarter over Quarter Same-Store Results

$ in Millions—191,278 Same-Store Units*

Description	Revenues			Expenses			NOI**
Q1 2003	$	448.1		$	176.8		$	271.3
Q4 2002	$	449.6		$	173.3		$	276.3
Change	$	(1.5	)	$	3.5		$	(5.0	)
Change		(0.3	)%		2.0	%		(1.8	)%

*

Includes the same units as the First Quarter 2003 vs. First Quarter 2002 Same Store results for comparability purposes.

Same-Store Occupancy Statistics

Q1 2003	92.5	%	Q1 2003	92.5	%
Q1 2002	94.0	%	Q4 2002	92.5	%
Change	(1.5	)%	Change	0.0	%

**

The Company's primary financial measure for evaluating each of its apartment communities is net operating income ("NOI"). NOI represents rental income less property and maintenance expense, real estate tax and insurance expense, and property management expense.

EQUITY RESIDENTIAL

First Quarter 2003 vs. First Quarter 2002
Same-Store Results by Market

			2003 % of Actual NOI		2003 Weighted Average Occupancy %		Increase (Decrease) from Prior Year
	Markets
		Units					Revenues	Expenses		NOI	Occupancy
1	Boston	5,352	6.3	%	93.8	%	(0.5)%	18.0	%	(8.4)%	(2.3)%
2	Atlanta	12,535	5.5	%	91.6	%	(7.6)%	4.5	%	(14.5)%	(2.1)%
3	Phoenix	11,584	5.1	%	88.7	%	(6.2)%	6.9	%	(13.4)%	(2.9)%
4	South Florida	8,869	5.0	%	94.2	%	(1.4)%	8.5	%	(7.3)%	(0.9)%
5	San Francisco Bay Area	5,010	4.9	%	94.5	%	(9.1)%	4.7	%	(14.4)%	(0.9)%
6	Dallas/Ft Worth	9,693	4.1	%	92.8	%	(7.4)%	2.3	%	(14.5)%	(2.4)%
7	Los Angeles	4,073	4.1	%	95.2	%	2.6 %	9.3	%	0.1 %	(1.0)%
8	Denver	7,523	4.0	%	92.3	%	(10.7)%	8.4	%	(18.0)%	(1.4)%
9	DC Suburban Maryland	5,525	3.5	%	94.9	%	3.4 %	14.8	%	(1.7)%	(1.0)%
10	New England (excl Boston)	6,112	3.5	%	95.6	%	3.9 %	13.4	%	(2.2)%	(0.7)%
11	San Diego	3,708	3.4	%	93.4	%	0.9 %	6.4	%	(1.4)%	(1.8)%
12	Seattle	5,980	3.1	%	92.9	%	(6.0)%	5.4	%	(12.2)%	0.0 %
13	Orlando	7,351	3.1	%	92.7	%	(2.3)%	10.1	%	(9.7)%	(0.5)%
14	North Florida	7,181	3.0	%	93.6	%	2.0 %	7.7	%	(1.3)%	0.7 %
15	Orange Co	3,013	2.8	%	94.7	%	1.3 %	7.5	%	(1.0)%	0.0 %
16	New York Metro Area	2,306	2.7	%	92.8	%	(7.5)%	7.4	%	(14.1)%	(1.0)%
17	Inland Empire, CA	3,404	2.5	%	94.6	%	2.0 %	9.3	%	(1.2)%	(1.2)%
18	Minn/St Paul	4,042	2.3	%	90.8	%	(6.7)%	5.0	%	(13.9)%	(3.4)%
19	Tampa/Ft Myers	5,417	2.0	%	92.4	%	(1.4)%	9.4	%	(9.0)%	(1.1)%
20	Portland	4,304	1.9	%	91.1	%	(3.7)%	5.1	%	(9.5)%	(1.2)%
	Top 20 Markets	122,982	72.8	%	92.8	%	(3.3)%	8.1	%	(9.2)%	(1.4)%
	All Other Markets	68,296	27.2	%	91.9	%	(4.0)%	6.8	%	(10.7)%	(1.7)%
	Total	191,278	100.0	%	92.5	%	(3.5)%	7.7	%	(9.6)%	(1.5)%

EQUITY RESIDENTIAL

First Quarter 2003 vs. Fourth Quarter 2002*
Sequential Same-Store Results by Market

			1Q03 % of Actual NOI		1Q03 Weighted Average Occupancy %		Increase (Decrease) from Prior Quarter
	Markets	Units					Revenues		Expenses		NOI		Occupancy
1	Boston	5,352	6.3	%	93.8	%	(0.3	)%	15.5	%	(7.2	)%	(0.6	)%
2	Atlanta	12,535	5.5	%	91.6	%	(1.7	)%	1.2	%	(3.7	)%	(0.6	)%
3	Phoenix	11,584	5.1	%	88.7	%	0.7	%	(0.2	)%	1.3	%	0.9	%
4	South Florida	8,869	5.0	%	94.2	%	1.7	%	2.2	%	1.3	%	1.2	%
5	San Francisco Bay Area	5,010	4.9	%	94.5	%	(1.6	)%	2.2	%	(3.3	)%	0.4	%
6	Dallas/Ft Worth	9,693	4.1	%	92.8	%	(1.0	)%	0.6	%	(2.3	)%	0.5	%
7	Los Angeles	4,073	4.1	%	95.2	%	0.1	%	(5.7	)%	2.6	%	(0.3	)%
8	Denver	7,523	4.0	%	92.3	%	(2.9	)%	(4.7	)%	(1.9	)%	0.6	%
9	DC Suburban Maryland	5,525	3.5	%	94.9	%	2.7	%	6.5	%	0.8	%	0.6	%
10	New England (excl Boston)	6,112	3.5	%	95.6	%	0.8	%	11.4	%	(5.7	)%	0.2	%
11	San Diego	3,708	3.4	%	93.4	%	(1.6	)%	5.2	%	(4.4	)%	(2.3	)%
12	Seattle	5,980	3.1	%	92.9	%	(0.2	)%	1.8	%	(1.4	)%	1.1	%
13	Orlando	7,351	3.1	%	92.7	%	0.1	%	4.2	%	(2.7	)%	0.0	%
14	North Florida	7,181	3.0	%	93.6	%	1.1	%	1.3	%	0.9	%	0.9	%
15	Orange Co	3,013	2.8	%	94.7	%	0.0	%	(4.6	)%	2.0	%	(0.4	)%
16	New York Metro Area	2,306	2.7	%	92.8	%	(2.0	)%	4.6	%	(5.3	)%	(1.6	)%
17	Inland Empire, CA	3,404	2.5	%	94.6	%	(2.0	)%	(4.8	)%	(0.6	)%	(1.1	)%
18	Minn/St Paul	4,042	2.3	%	90.8	%	0.7	%	(1.8	)%	2.6	%	0.5	%
19	Tampa/Ft Myers	5,417	2.0	%	92.4	%	0.7	%	5.1	%	(2.8	)%	0.2	%
20	Portland	4,304	1.9	%	91.1	%	(1.2	)%	(1.3	)%	(1.1	)%	0.0	%
	Top 20 Markets	122,982	72.8	%	92.8	%	(0.3	)%	2.4	%	(1.9	)%	0.1	%
	All Other Markets	68,296	27.2	%	91.9	%	(0.4	)%	1.3	%	(1.6	)%	(0.2	)%
	Total	191,278	100.0	%	92.5	%	(0.3	)%	2.0	%	(1.8	)%	0.0	%

*

Includes the same units as the First Quarter 2003 vs. First Quarter 2002 Same Store results for comparability purposes.

EQUITY RESIDENTIAL

Portfolio Rollforward 2003

	Properties		Units		$ Millions		Cap Rate
12/31/2002	1,039		223,591
Acquisitions	3		920		$	111.5	7.0	%
Dispositions	(17	)	(4,000	)	$	195.0	7.6	%
Completed Developments	2		738
3/31/2003	1,027		221,249

Portfolio as of March 31, 2003

	Properties	Units
Wholly Owned Properties	906	191,875
Partially Owned Properties (Consolidated)	36	6,931
Unconsolidated Properties	85	22,443
Total Properties	1,027	221,249

EQUITY RESIDENTIAL

Portfolio Summary
As of March 31, 2003

Market	Properties	Units	% of Total Units		% of 2003 NOI Budget
Boston	31	5,864	2.7	%	5.7	%
New England (excluding Boston)	45	6,112	2.8	%	3.6	%
DC Suburban Maryland	27	5,833	2.6	%	3.4	%
DC Northern Virginia	12	4,387	2.0	%	3.2	%
New York Metro Area	9	2,666	1.2	%	2.7	%
Richmond	7	1,998	0.9	%	0.7	%
Atlantic Region	131	26,860	12.1	%	19.3	%
South Florida	53	11,226	5.1	%	5.6	%
Orlando	37	7,338	3.3	%	2.9	%
North Florida	53	8,034	3.6	%	2.8	%
Tampa/Ft Myers	36	6,653	3.0	%	2.2	%
Florida Region	179	33,251	15.0	%	13.5	%
Charlotte	15	4,491	2.0	%	1.2	%
Raleigh/Durham	16	3,917	1.8	%	1.2	%
Greensboro	5	1,581	0.7	%	0.6	%
Greenville	6	1,021	0.5	%	0.3	%
Carolina Region	42	11,010	5.0	%	3.3	%
Atlanta	69	15,138	6.8	%	5.8	%
Birmingham	4	705	0.3	%	0.1	%
Georgia Region	73	15,843	7.2	%	5.9	%
Minneapolis/St Paul	19	4,198	1.9	%	2.3	%
Chicago	8	3,639	1.6	%	1.7	%
Southeastern Michigan	24	3,867	1.7	%	1.6	%
Kansas City	9	3,038	1.4	%	1.1	%
Nashville	13	3,016	1.4	%	1.0	%
Northern Ohio	26	2,789	1.3	%	1.0	%
Columbus	31	3,415	1.5	%	0.8	%
Indianapolis	29	3,056	1.4	%	0.8	%
Milwaukee	4	1,281	0.6	%	0.6	%
Southern Ohio	24	1,950	0.9	%	0.5	%
Tulsa	8	2,036	0.9	%	0.4	%
Memphis	4	1,528	0.7	%	0.4	%
Lexington	10	1,458	0.7	%	0.4	%
St Louis	5	984	0.4	%	0.4	%
Louisville	9	1,148	0.5	%	0.3	%
Midwest Region	223	37,403	16.9	%	13.2	%
Lexford Other	58	5,182	2.3	%	1.2	%

EQUITY RESIDENTIAL

Portfolio Summary
As of March 31, 2003

Market			Properties	Units	% of Total Units		% of 2003 NOI Budget
Dallas/Ft Worth			37	11,473	5.2	%	4.1	%
Houston			18	5,525	2.5	%	2.6	%
San Antonio			12	3,789	1.7	%	1.1	%
Austin			11	3,011	1.4	%	0.8	%
Texas Region			78	23,798	10.8	%	8.6	%
Phoenix			45	12,826	5.8	%	4.7	%
Las Vegas			7	2,078	0.9	%	0.8	%
Tucson			6	1,820	0.8	%	0.6	%
Albuquerque			3	601	0.3	%	0.2	%
Arizona Region			61	17,325	7.8	%	6.2	%
Denver			29	8,175	3.7	%	3.8	%
Salt Lake City			2	416	0.2	%	0.1	%
Colorado Region			31	8,591	3.9	%	4.0	%
Los Angeles			24	4,716	2.1	%	4.1	%
San Diego			13	4,048	1.8	%	3.8	%
Orange County, CA			8	3,013	1.4	%	2.6	%
Inland Empire, CA			11	3,504	1.6	%	2.5	%
Southern Cal Region			56	15,281	6.9	%	13.1	%
San Francisco Bay Area			23	5,274	2.4	%	4.1	%
Central Valley CA			10	1,595	0.7	%	0.5	%
Northern Cal Region			33	6,869	3.1	%	4.6	%
Seattle			38	8,164	3.7	%	3.5	%
Portland OR			16	5,679	2.6	%	2.4	%
Tacoma			7	2,341	1.1	%	1.0	%
Washington Region			61	16,184	7.3	%	7.0	%
		Total	1,026	217,597	98.3	%	100.0	%
Ft. Lewis—Military Housing			1	3,652	1.7	%	0.0	%
	Grand Total		1,027	221,249	100.0	%	100.0	%

EQUITY RESIDENTIAL

Debt Summary as of March 31, 2003

		$ Millions		Weighted Average Rate
Secured		$	2,901	6.05	%
Unsecured			2,854	6.36	%
	Total	$	5,755	6.20	%
Fixed Rate *		$	5,122	6.70	%
Floating Rate *			633	2.23	%
	Total *	$	5,755	6.20	%
Above Totals Include:
Total Tax Exempt		$	973	3.63	%
Unsecured Revolving Credit Facility		$	—	—

*

Net of the effect of any interest rate protection agreements.

Debt Maturity Schedule as of March 31, 2003

Year		$ Millions		% of Total
2003		$	294	5.1	%
2004			656	11.4	%
2005	**		617	10.7	%
2006			490	8.5	%
2007			300	5.2	%
2008			489	8.5	%
2009			258	4.5	%
2010			199	3.5	%
2011			691	12.0	%
2012+			1,761	30.6	%
Total		$	5,755	100.0	%

**

Includes $300 million with a final maturity of 2015 that is putable/callable in 2005.

Capitalization as of March 31, 2003

Total Debt			$	5,755,435,646
Common Shares & OP Units		294,741,805
Common Share Equivalents		14,944,282
Total Outstanding at quarter-end		309,686,087
Common Share Price at March 31, 2003	$	24.07
				7,454,144,114
Perpetual Preferred Shares Liquidation Value				565,000,000
Perpetual Preference Interests Liquidation Value				211,500,000
Total Market Capitalization			$	13,986,079,760
Debt/Total Market Capitalization				41.15	%

EQUITY RESIDENTIAL

Unsecured Public Debt Covenants

		As Of 03/31/03		As Of 12/31/02
Total Debt to Adjusted
	Total Assets (not to exceed 60%)	40.5	%	39.7	%
Secured Debt to Adjusted
	Total Assets (not to exceed 40%)	20.4	%	21.0	%
Consolidated Income Available
	For Debt Service To Maximum Annual Service Charges (must be at least 1.5 to 1)	3.05		3.16
Total Unsecured Assets to
	Unsecured Debt (must be at least 150%)	350.7	%	380.8	%

        These covenants relate to ERP Operating Limited Partnership's outstanding unsecured public debt. Equity Residential is the general partner of ERP Operating Limited Partnership. The terms are defined in the indentures.

EQUITY RESIDENTIAL

Weighted Average Amounts Outstanding

			1Q03	1Q02
Weighted Average Amounts Outstanding for Net Income purposes:
	Common Shares—basic		270,677,523	271,093,747
	Shares issuable from assumed conversion/vesting of:
		—OP Units	22,271,774	23,011,731
		—convertible preferred shares/units	3,138,681	—
		—share options/restricted shares	1,558,400	3,123,202
	Total Common Shares and OP Units—diluted		297,646,378	297,228,680
Weighted Average Amounts Outstanding for FFO purposes:
	OP Units—basic		22,271,774	23,011,731
	Common Shares—basic		270,677,523	271,093,747
	Total Common Shares and OP Units—basic		292,949,297	294,105,478
	Shares issuable from assumed conversion/vesting of:
		—convertible preferred shares/units	13,941,606	15,136,569
		—share options/restricted shares	1,558,400	3,123,202
	Total Common Shares and OP Units—diluted		308,449,303	312,365,249
Period Ending Amounts Outstanding:
	OP Units		22,253,699	22,720,891
	Common Shares		272,488,106	273,836,367
	Total Common Shares and OP Units		294,741,805	296,557,258

EQUITY RESIDENTIAL

Unconsolidated Entities as of March 31, 2003
(Amounts in thousands except for project and unit amounts)

		Institutional Joint Ventures			Stabilized Development Projects(1)			Projects Under Development			Lexford / Other			Totals
Total projects			45			12			17			22			96	(2)
Total units			10,846			3,805			4,659			2,704			22,014	(2)
Company's percentage ownership of outstanding debt			25.0	%		100.0	%		100.0	%		11.1	%
Company's share of outstanding debt(4)		$	121,200		$	295,103		$	505,587	(3)	$	5,386		$	927,276
Operating information for the three months ended 03/31/03 (at 100%):
	Revenue	$	22,605		$	11,448			N/A		$	3,960		$	38,013
	Operating expenses		9,960			4,493			N/A			1,865			16,318
	Net operating income		12,645			6,955			N/A			2,095			21,695
	Interest expense		9,361			3,777			N/A			1,006			14,144
	Depreciation/amortization		4,933			4,216			N/A			863			10,012
	Other		137			60			N/A			—			197
	Net income/(loss)	$	(1,786	)	$	(1,098	)		N/A		$	226		$	(2,658	)
	EQR's Funds from Operations (FFO)	$	748		$	2,854		$	4,432	(5)	$	215		$	8,249

(1)

The Company determines a project to be stabilized once it has maintained an average physical occupancy of 90% or more for a three-month period.

(2)

Includes twelve projects under development containing 3,223 units, which are not included in the Company's property/unit counts at March 31, 2003. Totals exclude Fort Lewis Military Housing consisting of one property and 3,652 units, which is not accounted for under the equity method of accounting. The Fort Lewis Military Housing is included in the Company's property/unit counts at March 31, 2003.

(3)

A total of $763.5 million is available for funding under this construction debt, of which $505.6 million was funded and outstanding at March 31, 2003.

(4)

As of April 30, 2003, the Company has funded $51.0 million as additional collateral on selected debt. All remaining debt is non-recourse to the Company.

(5)

Represents capitalized interest on the Company's invested capital.

EQUITY RESIDENTIAL

Development Projects as of March 31, 2003
(Amounts in millions except for project and unit amounts)

		Location	No. of Units	Estimated Development Cost		EQR Funded as of 03/31/2003		Estimated EQR Future Funding Obligation		Total EQR Funding Obligation(1)		Estimated Completion Date
Unconsolidated Projects
	1210 Massachusetts Ave.	Washington, DC	142	$	36.3	$	9.1			$	9.1	2Q 2004
	13th & N Street	Washington, DC	170		35.4		12.4				12.4	3Q 2003
	Ball Park Lofts	Denver, CO	355		56.4		14.1				14.1	2Q 2003
	Bella Terra (Village Green at Harbour Pointe)	Mukilteo, WA	235		32.7		8.2				8.2	Completed
	Bella Vista I&II (Warner Ridge I&II)	Woodland Hills, CA	315		80.9		18.8	$	4.7		23.5	1Q 2004
	Carrollton	Carrollton, TX	284		21.9		5.5				5.5	3Q 2003
	City Place (Westport)	Kansas City, MO	288		34.7		8.7				8.7	Completed
	Concord Center	Concord, CA	259		52.3		13.1				13.1	4Q 2003
	Highlands of Lombard	Lombard, IL	403		67.1		16.8				16.8	3Q 2003
	Hudson Pointe	Jersey City, NJ	181		45.5		11.7				11.7	2Q 2003
	Maples at Little River	Haverhill, MA	174		28.0		7.0				7.0	3Q 2003
	Marina Bay I	Quincy, MA	136		24.8		6.6				6.6	Completed
	Marina Bay II	Quincy, MA	108		22.8		5.7				5.7	4Q 2003
	North Pier at Harborside	Jersey City, NJ	297		94.2		23.5				23.5	3Q 2003
	Olympus (Legacy Towers)	Seattle, WA	327		90.0		22.1		0.3		22.4	Completed
	Watermarke	Irvine, CA	535		120.6		35.2				35.2	1Q 2004
	Water Terrace I (Regatta I)	Marina Del Rey, CA	450		235.3		72.5				72.5	Completed
Total Projects		17	4,659	$	1,078.9	$	291.0	$	5.0	$	296.0

(1)

EQR's Funding Obligation is generally between 25% and 35% of the estimated development cost for the unconsolidated projects.

EQUITY RESIDENTIAL

Maintenance Expenses and Capitalized Improvements to Real Estate
For the Three Months Ended March 31, 2003
(Amounts in thousands except for unit and per unit amounts)

		Maintenance Expenses												Capitalized Improvements to Real Estate												Total Expenditures
	Total Units (1)	Expense (2)		Avg. Per Unit		Payroll (3)		Avg. Per Unit		Total		Avg. Per Unit		Replacements (4)		Avg. Per Unit		Building Improvements (5)		Avg. Per Unit		Total		Avg. Per Unit		Grand Total		Avg. Per Unit
Established Properties(6)	181,447	$	24,377	$	134	$	21,935	$	121	$	46,312	$	255	$	12,693	$	70	$	15,276	$	84	$	27,969	$	154	$	74,281	$	409
New Acquisition Properties(7)	9,443		1,226		138		901		101		2,127		239		432		48		1,567		176		1,999		224		4,126		463
Other(8)	7,916		2,462				2,004				4,466				1,466				2,168				3,634				8,100
Total	198,806	$	28,065			$	24,840			$	52,905			$	14,591			$	19,011			$	33,602			$	86,507

(1)

Total units exclude 22,443 unconsolidated units.

(2)

Maintenance expenses include general maintenance costs, unit turnover costs including interior painting, regularly scheduled landscaping and tree trimming costs, security, exterminating, fire protection, snow and ice removal, elevator repairs, and other miscellaneous building repair costs.

(3)

Maintenance payroll includes employee costs for maintenance, cleaning, housekeeping, and landscaping.

(4)

Replacements include new expenditures inside the units such as carpets, appliances, mechanical equipment, fixtures and vinyl flooring.

(5)

Building improvements include roof replacement, paving, amenities and common areas, building mechanical equipment systems, exterior painting and siding, major landscaping, vehicles and office and maintenance equipment.

(6)

Wholly Owned Properties acquired prior to January 1, 2001.

(7)

Wholly Owned Properties acquired during 2001, 2002 and 2003. Per unit amounts are based on a weighted average of 8,914 units.

(8)

Includes properties either Partially Owned or sold during the period, commercial space and condominium conversions.

EQUITY RESIDENTIAL

Maintenance Expenses and Capitalized Improvements to Real Estate
For the Year Ended December 31, 2002
(Amounts in thousands except for unit and per unit amounts)

		Maintenance Expenses												Capitalized Improvements to Real Estate												Total Expenditures
	Total Units (1)	Expense (2)		Avg. Per Unit		Payroll (3)		Avg. Per Unit		Total		Avg. Per Unit		Replacements (4)		Avg. Per Unit		Building Improvements (5)		Avg. Per Unit		Total		Avg. Per Unit		Grand Total		Avg. Per Unit
Established Properties(6)	171,913	$	88,040	$	512	$	77,526	$	451	$	165,566	$	963	$	49,903	$	290	$	65,985	$	384	$	115,888	$	674	$	281,454	$	1,637
New Acquisition Properties(7)	22,146		10,550		541		9,598		493		20,148		1,034		5,542		285		8,691		446		14,233		731		34,381		1,765
Other(8)	7,758		11,249				8,274				19,523				5,787				20,868				26,655				46,178
Total	201,817	$	109,839			$	95,398			$	205,237			$	61,232			$	95,544			$	156,776			$	362,013

(1)

Total units exclude 21,774 unconsolidated units.

(2)

Maintenance expenses include general maintenance costs, unit turnover costs including interior painting, regularly scheduled landscaping and tree trimming costs, security, exterminating, fire protection, snow and ice removal, elevator repairs, and other miscellaneous building repair costs.

(3)

Maintenance payroll includes employee costs for maintenance, cleaning, housekeeping, and landscaping.

(4)

Replacements include new expenditures inside the units such as carpets, appliances, mechanical equipment, fixtures and vinyl flooring.

(5)

Building improvements include roof replacement, paving, amenities and common areas, building mechanical equipment systems, exterior painting and siding, major landscaping, vehicles and office and maintenance equipment.

(6)

Wholly Owned Properties acquired prior to January 1, 2000.

(7)

Wholly Owned Properties acquired during 2000, 2001 and 2002. Per unit amounts are based on a weighted average of 19,478 units.

(8)

Includes properties either Partially Owned or sold during the period, commercial space, condominium conversions and $9.1 million included in building improvements spent on six specific assets related to major renovations and repositioning of these assets.

EQUITY RESIDENTIAL

        As a result of the Securities and Exchange Commission's Regulation FD, the Company will provide earnings guidance in its quarterly earnings release. These projections are based on current expectations and are forward-looking.

2003 Earnings Guidance (per share diluted)

	Q2	YEAR
Expected EPS(1)	$0.23 to $0.24	$1.09 to $1.24
Add: Expected depreciation expense	0.41	1.64
Less: Expected net gain on sales(1)	(0.08)	(0.48)
Expected FFO(2)	$0.56 to $0.57	$2.25 to $2.40

2003 Same-Store Operating Assumptions

Physical Occupancy	93.0%
Revenue change	(3.5)% to (1.2)%
Expense change	2.8% to 5.2%
NOI change	(9.2)% to (3.7)%
Dispositions	$700 million

(1)

Due to the uncertain timing and extent of property dispositions and the resulting gains/losses on sales, actual results could differ materially from expected EPS.

(2)

The National Association of Real Estate Investment Trusts ("NAREIT") defines funds from operations ("FFO") (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis.

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Exhibit 99.1