FILE PURSUANT TO RULE NO. 424(b)(2)
                                             REGISTRATION NO. 33-96792

 
PROSPECTUS SUPPLEMENT
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(To Prospectus dated January 22, 1996 and
Prospectus Supplement dated May 21, 1996)

                                 73,287 SHARES
                      EQUITY RESIDENTIAL PROPERTIES TRUST

                      COMMON SHARES OF BENEFICIAL INTEREST

                              ___________________

          Equity Residential Properties Trust (the "Company") is a Maryland real
estate investment trust ("REIT") which owns or has interests in a portfolio of
206 multifamily properties (individually a "Property" and collectively the
"Properties") containing 60,798 apartment units and manages 14,057 additional
units owned by affiliated entities.  The Company is the largest publicly traded
REIT owner of multifamily properties (based on the number of apartment units
owned and total revenues earned), with Properties located in 30 states
throughout the United States.

          All of the common shares of beneficial interest of the Company, $.01
par value per share (the "Common Shares"), offered hereby are being offered by
the Company (the "Offering"). This Prospectus Supplement is being delivered to
decrease the number of Common Shares offered by the Company pursuant to the
Prospectus Supplement dated May 21, 1996 relating to the Offering. Upon the
closing of the Offering, approximately 16.9% of the outstanding Common Shares
(or interests exchangeable for Common Shares) will be beneficially owned by
executive officers and trustees of the Company. To ensure that the Company
qualifies as a REIT, transfer of the Common Shares is restricted and ownership
by any person is limited to 5% of the lesser of the number or value of the
Company's outstanding shares of beneficial interest, subject to certain
exceptions.

          The Common Shares are listed on the New York Stock Exchange ("NYSE")
under the symbol "EQR."  On June 3, 1996, the last reported sale price of the
Common Shares on the NYSE was $31 per share.  The Company has paid regular
quarterly distributions to holders of its Common Shares and has increased the
annual distribution each year since the completion of the Company's initial
public offering.  

                            _______________________ 

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH
                 IT RELATES. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                            _______________________ 

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
   MERITS OF THIS OFFERING.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                            _______________________ 

          The Common Shares offered hereby are offered by the Company to
employees of the Company and to employees of Equity Group Investments, Inc. and
certain of their respective affiliates and consultants at a price equal to
$30.50 per Common Share.  

          It is expected that delivery of the Common Shares will be made on or
after June 10, 1996.


                            _______________________ 



            The date of this Prospectus Supplement is June 3, 1996.