8-K

As filed with the Securities and Exchange Commission on October 26, 1998



                   SECURITIES AND EXCHANGE COMMISSION

                       	Washington, DC 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): October 19, 1998


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



MARYLAND                      1-12252                  13-3675988
(State or other         (Commission File Number)    (IRS  Employer 
Jurisdiction of                                     Identification
Incorporation)                                           No.)

            TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, ILLINOIS 60606
               (Address of Principal Executive Office)   (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 2.   ACQUISITION OR DISPOSITION OF ASSETS.

     On  October  19,  1998,  Merry  Land & Investment Company,  Inc.'s,  a
Georgia corporation ("Merry Land") multifamily property business was merged
into Equity Residential Properties Trust, a Maryland real estate investment
trust ("EQR") pursuant to an Agreement  and  Plan  of  Merger  dated  as of
July  8,  1998  by  and between EQR and Merry Land, as amended by the First
Amendment to Agreement  and  Plan  of  Merger  dated September 4, 1998 (the
"Merger").   In  the  merger, EQR acquired Merry Land's  portfolio  of  118
properties consisting of  34,990  units in 9 states, including 6 properties
consisting of 1,962 units under development.   The  Merger  was approved by
the shareholders of each of EQR and Merry Land at their respective  special
meetings held on October 15, 1998.   With respect to EQR, 72,608,401 of the
95,914,158 common shares of beneficial interest outstanding of EQR approved
the  Merger.  Regarding Merry Land, 28,932,335 of the 43,016,898 shares  of
common stock of Merry Land outstanding approved the Merger.

     Each share of common stock without par value of Merry Land outstanding
immediately  prior  to the Merger was converted into 0.53 of a common share
of beneficial interest,  $.01  par  value per share, of EQR ("EQR Common").
EQR  issued approximately 21.9 million  new  common  shares  of  beneficial
interest in connection with the Merger.  EQR also issued five new series of
EQR preferred  shares  of  beneficial interest, Series H, I, J, K and L, in
exchange  for Merry Land's Series  A,  B,  C,  D  and  E  preferred  stock,
respectively,  on  a one-for-one basis.  In connection with the Merger, the
terms of Merry Land's  series  of  convertible  preferred  stock  have been
adjusted  so  that  shares  of EQR Series H are convertible at a conversion
price  of  $34.53  per EQR Common,  equivalent  to  a  conversion  rate  of
approximately .7240  EQR  Common for each share of Series H.  Shares of EQR
Series I are convertible at  a  conversion  price of $38.96 per EQR Common,
equivalent to a conversion rate of approximately  .6417 EQR Common for each
share of Series I.  Shares of EQR Series J are convertible  at a conversion
price  of  $40.74  per  EQR  Common,  equivalent  to  a conversion rate  of
approximately  .6136  EQR  Common  for  each  share  of  Series   J.   Each
outstanding share of EQR remained unchanged.

ITEM 7.   FINANCIAL   INFORMATION,  PRO  FORMA  FINANCIAL  INFORMATION  AND
EXHIBITS.

     (A)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

          Incorporated   by   reference  to  EQR's  Proxy  Statement  dated
          September  14,  1998  relating   to   the   Special   Meeting  of
          Shareholders of EQR held on October 15, 1998, which was  part  of
          EQR's registration statement on Form S-4/A (SEC File 333-61449).

     (B)  PRO FORMA FINANCIAL INFORMATION

          Incorporated   by   reference  to  EQR's  Proxy  Statement  dated
          September  14,  1998  relating   to   the   Special   Meeting  of
          Shareholders of EQR held on October 15, 1998, which was  part  of
          EQR's registration statement on Form S-4/A (SEC File 333-61449).

     (C)  EXHIBITS

          2.1  Agreement  and  Plan  of  Merger, dated July 8, 1998, by and
               between Equity Residential Properties Trust and Merry Land &
               Investment Company, Inc., as  amended by the First Amendment
               to  Agreement and Plan of Merger  dated  September  4,  1998
               (incorporated  by  reference  to  Appendix  A of EQR's Proxy
               Statement dated September 14, 1998 relating to  the  Special
               Meeting  of  Shareholders  of  EQR held on October 15, 1998,
               which was part of EQR's registration statement on Form S-4/A
               (SEC File No. 333-61449)).





                            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 PROPERTIES
TRUST


By:/S/ YASMINA RAHAL
     Yasmina Rahal, Vice President


     Dated: October 26, 1998

EX-2.1

                           EXHIBIT INDEX


     EXHIBIT
     NUMBER    EXHIBIT

     2.1       Agreement  and  Plan  of  Merger, dated July 8, 1998, by and
               between Equity Residential Properties Trust and Merry Land &
               Investment Company, Inc. , as amended by the First Amendment
               to Agreement and Plan of Merger,  dated  as  of September 4,
               1998 (incorporated by reference to Appendix A of EQR's Proxy
               Statement dated September 14, 1998 relating to  the  Special
               Meeting  of  Shareholders  of  EQR  held on October 15, 1998
               which was part of EQR's registration statement on Form S-4/A
               (SEC File No. 333-61449)).