UNITED STATES
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): January 19, 2007

EQUITY OFFICE PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction
of incorporation) 1-13115
(Commission
File Number) 36-4151656
(IRS Employer
Identification No.)

EOP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-13625
(Commission
File Number) 36-4156801
(IRS Employer
Identification No.)

Two North Riverside Plaza
Suite 2100, Chicago, Illinois
(Address of principal executive offices) 60606
(Zip Code)

Registrant’s telephone number, including area code: (312) 466-3300

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit Index

Item 8.01. Other Events.

     Equity Office Properties Trust (“Equity Office”) announced that its Board of Trustees has met to consider the unsolicited, non-binding proposal by Dove Parent LLC (an entity formed by Vornado Realty Trust, Starwood Capital Group Global, LLC and Walton Street Capital, LLC (the “third party group”)) to acquire Equity Office and directed management to engage in discussions with the third party group. Representatives of Equity Office met with representatives of the third party group to discuss the proposal and Equity Office commenced providing diligence information so that the third party group will be in a position to submit a definitive proposal to Equity Office by January 31, 2007 for consideration by Equity Office’s Board of Trustees. On January 22, 2007, Equity Office issued a press release with respect to the events described above, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     On January 19, 2007, Blackhawk Parent LLC (an affiliate of The Blackstone Group) agreed to waive a provision in the existing merger agreement between Equity Office and Blackhawk Parent LLC requiring Equity Office’s Board of Trustees to determine that the proposal from the third party group is reasonably likely to result in a transaction that is financially superior to the transaction with Blackhawk Parent LLC before furnishing information to, and participating in negotiations with, the third party group.

Additional Information About the Merger and Where to Find It

In connection with proposed merger transactions involving Equity Office and EOP Operating Limited Partnership and affiliates of The Blackstone Group, Equity Office filed a definitive proxy statement with the SEC and furnished the definitive proxy statement to Equity Office’s shareholders. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTIONS. Shareholders can obtain the proxy statement and all other relevant documents filed by Equity Office with the SEC free of charge at the SEC’s website at www.sec.gov or from Equity Office Properties Trust, Investor Relations at Two North Riverside Plaza, Suite 2100, Chicago, Illinois, 60606, (800) 692-5304 or at www.equityoffice.com.

Participants in the Solicitation

Equity Office and its trustees and officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect to the proposed merger transactions. Information about Equity Office and its trustees and executive officers, and their ownership of Equity Office’s securities, is set forth in the proxy statement relating to the proposed merger transactions described above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated January 22, 2007

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 OFFICE PROPERTIES TRUST
Date: January 22, 2007	By:	/s/ Stanley M. Stevens
		Stanley M. Stevens
		Executive Vice President, Chief Legal Counsel and Secretary

EOP OPERATING LIMITED PARTNERSHIP
By:	EQUITY OFFICE PROPERTIES TRUST, its general partner

Date: January 22, 2007	By:	/s/ Stanley M. Stevens
		Stanley M. Stevens
		Executive Vice President, Chief Legal Counsel and Secretary

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release dated January 22, 2007