May 27, 2005


Mail Stop 4561

VIA U.S. MAIL AND FAX 1-650-858-0139

Mr. Michael J. Schall
Senior Executive Vice President
Essex Property Trust, Inc.
925 East Meadow Drive
Palo Alto, CA  94303

RE:	Essex Portfolio L.P.
Form 10-K for the year ended December 31, 2004
File no. 333-44467-01

Dear Mr. Schall:

We have reviewed the above referenced filings and have the
following
comments.  We have limited our review to only your financial
statements and related disclosures and will make no further review
of
your documents.  As such, all persons who are responsible for the
adequacy and accuracy of the disclosure are urged to be certain
that
they have included all information required pursuant to the
Securities Exchange Act of 1934.

In our comments, we ask you to provide us with supplemental
information so we may better understand your disclosure.  Please
be
as detailed as necessary in your explanation.  After reviewing
this
information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ended December 31, 2004

Comments

Form 10-K for the fiscal year ended December 31, 2004

Note (2) Summary of Critical and Significant Accounting Policies,
(b)
Principles of Consolidation, page F-10, Note (3) Real Estate (c)
Investments, page F-16
1. Explain to us how you evaluated FIN 46(R) in determining
whether
Fund II is a variable interest entity, and if so how you concluded
that you are not the primary beneficiary of this entity.  In
addition, how did you evaluate your general partnership interest
in
this entity when determining whether consolidation was appropriate
under SOP 78-9?
*    *    *    *

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
file your response on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

You may contact Kelly McCusker, Staff Accountant, at (202) 551-
3433
or the undersigned at (202) 551-3413 if you have questions.

						Sincerely,



      Cicely D. Luckey
      Branch Chief


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Essex Portfolio L.P.
May 27, 2005
Page 3