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 30, 2009

EQUITY RESIDENTIAL

(Exact name of registrant as specified in its charter)

Maryland	1-12252	13-3675988
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois	0-24920	36-3894853
(State or other jurisdiction of incorporation or organization	(Commission File Number)	(I.R.S. Employer Identification Number)

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

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 14-d(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 8.01 Other Events.

Equity Residential today announced that its operating partnership, ERP Operating Limited Partnership, has completed its cash tender offer (the “Exchangeable Notes Offer”) for any and all of its 3.85% Exchangeable Senior Notes due August 15, 2026 (the “Exchangeable Notes”). As a result of the non-cash write-off of certain unamortized costs and a discount related to the Exchangeable Notes, the company will record a charge to earnings and funds from operations (FFO) of approximately $1.7 million in the fourth quarter of 2009.

A copy of Equity Residential’s press release announcing the completion of the Exchangeable Notes Offer is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

The press release is neither an offer to purchase nor a solicitation to buy any of the Exchangeable Notes nor is it a solicitation for acceptance of the Exchangeable Notes Offer. ERP Operating Limited Partnership made the Exchangeable Notes Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press release of Equity Residential announcing the completion of the Exchangeable Notes Offer by ERP Operating Limited Partnership dated January 4, 2010.

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.

	ERP OPERATING LIMITED PARTNERSHIP
	By:	Equity Residential, its general partner
Date: January 4, 2010	By:	/s/    BRUCE C. STROHM
	Name:	Bruce C. Strohm
	Its:	Executive Vice President and General Counsel
	EQUITY RESIDENTIAL
Date: January 4, 2010	By:	/s/    BRUCE C. STROHM
	Name:	Bruce C. Strohm
	Its:	Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Equity Residential announcing the completion of the Exchangeable Notes Offer by ERP Operating Limited Partnership dated January 4, 2010.