8-K

                                  UNITED STATES
                       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): December 21, 2004

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


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


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

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

                         http://www.equityapartments.com
                             (Registrant's web site)


                                 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 (see General Instruction A.2. below):

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

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

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

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





Item 7.01. Regulation FD Disclosure.

     On December 21, 2004, Equity Residential (the "Company") issued a press
release disclosing its ownership interest in Rent.com. The press release is
furnished herewith as Exhibit 99.1 and incorporated by reference herein.

     The press release includes certain non-GAAP financial measures. A "non-GAAP
financial measure" is defined as a numerical measure of a company's financial
performance, financial position or cash flows that excludes (or includes)
amounts that are included in (or excluded from) the most directly comparable
measure calculated and presented in accordance with GAAP in the company's
financial statements.

     Non-GAAP financial measures utilized by the Company include Funds from
Operations ("FFO"). The Company's management believes that FFO is helpful to
investors as a supplemental measure of the operating performance of a real
estate company, because it is a recognized measure of performance by the real
estate industry and by excluding gains or losses related to dispositions of
depreciable property and excluding real estate depreciation (which can vary
among owners of identical assets in similar condition based on historical cost
accounting and useful life estimates), FFO can help compare the operating
performance of a company's real estate between periods or as compared to
different companies. FFO in and of itself does not represent net income or net
cash flows from operating activities in accordance with GAAP. Therefore, FFO
should not be exclusively considered as an alternative to net income or to net
cash flows from operating activities as determined by GAAP or as a measure of
liquidity. The Company's calculation of FFO may differ from other real estate
companies due to, among other items, variations in cost capitalization policies
for capital expenditures and, accordingly, may not be comparable to such other
real estate companies.


Item 9.01. Financial Statements and Exhibits.

  Exhibit
  Number                                     Exhibit
- -----------    -----------------------------------------------------------------

   99.1        Press Release dated December 21, 2004.

               Pursuant to SEC Release Nos. 33-8400 and 34-49424, the foregoing
               exhibit is being furnished and will not be deemed "filed" for
               purposes of the Securities Act of 1933 or the Securities Exchange
               Act of 1934.




                                       2
- --------------------------------------------------------------------------------



                                   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: December 21, 2004                      By:   /s/  MICHAEL J. McHUGH
                                                   -----------------------------

                                             Name: Michael J. McHugh
                                                   -----------------------------

                                             Its:  Executive Vice President,
                                                   Chief Accounting Officer
                                                   and Treasurer
                                                   -----------------------------




                                        3

EX-99.1

                                                                    EXHIBIT 99.1

     Equity Residential Announces Ownership Interest in Rent.com

    CHICAGO--(BUSINESS WIRE)--Dec. 21, 2004--Equity Residential
(NYSE:EQR) today announced that the company has an ownership
investment in Rent.com, a leading internet listing website in the
apartment and rental housing industry. On December 17, 2004, eBay Inc.
(NASDAQ:EBAY) announced its proposed acquisition of privately held
Rent.com for total consideration equal to $415 million plus Rent.com's
year end cash balance, less transaction expenses, payable in
approximately $30 million of cash and the remainder in eBay common
stock. The acquisition, which is subject to various regulatory
approvals and approval of Rent.com's stockholders, is expected to
close in the first quarter of 2005.
    If the closing occurs, with no material decrease in the price of
eBay stock, Equity Residential would receive approximately $57 million
of eBay common stock. If Equity Residential sells this stock following
the closing, the company would record a one-time gain to earnings and
Funds from Operations of approximately $0.18 per share. There is no
assurance that the acquisition will close or if it does, whether
Equity Residential will sell the eBay stock it receives. Equity
Residential will provide 2005 earnings guidance on Wednesday, February
2, 2005, when it announces its fourth quarter/full year 2004 results.

    Forward-Looking Statements

    The forward-looking statements contained in this news release are
based on current expectations, estimates, projections and assumptions
made by management. While Equity Residential's management believes the
assumptions underlying its forward-looking statements are reasonable,
such information is subject to uncertainties and may involve certain
risks, many of which are difficult to predict and beyond management's
control. As such, these statements are not guarantees of future
performance, results or events. Equity Residential assumes no
obligation to update or supplement forward-looking statements that
become untrue because of subsequent events.

    Equity Residential is the largest publicly traded apartment
company in America. Nationwide, Equity Residential owns or has
investments in 947 properties, in 32 states and the District of
Columbia, consisting of 201,929 units. For more information on Equity
Residential, please visit our website at www.equityresidential.com.

    CONTACT: Equity Residential
             Marty McKenna, 312-928-1901