SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SPECTOR GERALD A (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 400 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EQUITY RESIDENTIAL [ EQR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer and Ex
	3. Date of Earliest Transaction (Month/Day/Year) 02/03/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2005		A(1)		46,993	A	$31.76	46,993(2)	D
Common Shares of Beneficial Interest								160,474(2)	D
Common Shares of Beneficial Interest								215,897(3)	I	Spouse
Common Shares of Beneficial Interest								393,486(4)	I	SERP Account
Common Shares of Beneficial Interest								6,328(5)	I	Children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$23.55							02/07/2004	02/07/2013	Common Shares of Beneficial Interest	152,632		152,632(6)	D
Non-Qualified Stock Option (right to buy)	$25.3438							01/07/2001	01/07/2008	Common Shares of Beneficial Interest	150,000		150,000(7)	D
Non-Qualified Stock Option (right to buy)	$25.75							08/04/1999	08/04/2007	Common Shares of Beneficial Interest	10,000		10,000(7)	D
Non-Qualified Stock Option (right to buy)	$25.844							01/18/2002	01/18/2011	Common Shares of Beneficial Interest	154,742		154,742(8)	D
Non-Qualified Stock Option (right to buy)	$25.865							11/15/2001	05/15/2011	Common Shares of Beneficial Interest	10,000		10,000(9)	D
Non-Qualified Stock Option (right to buy)	$27.2							01/16/2003	01/16/2012	Common Shares of Beneficial Interest	165,444		165,444(10)	D
Non-Qualified Stock Option (right to buy)	$27.2							01/17/2003	01/17/2012	Common Shares of Beneficial Interest	5,000		5,000(11)	D
Non-Qualified Stock Option (right to buy)	$27.6							07/11/2002	07/11/2011	Common Shares of Beneficial Interest	200,000		200,000(12)	D
Non-Qualified Stock Option (right to buy)	$29.25							01/27/2004	01/27/2014	Common Shares of Beneficial Interest	203,906		203,906(13)	D
Non-Qualified Stock Option (right to buy)	$31.76	02/03/2005		A		188,447		02/03/2005	02/03/2015	Common Shares of Beneficial Interest	188,447	$31.76	188,447(14)	D

Explanation of Responses:

1. The Restricted shares reported in this grant are scheduled to vest on February 3, 2008.

2. Shares reported on this line are owned directly and are subject to vesting.

3. Shares reported on this line are beneficially owned by Mr. Spector's spouse. Mr. Spector disclaims beneficial ownership of said shares.

4. Shares reported herein are owned by The Security Trust Company, as Trustee of the Equity Residential Supplemental Retirement Plan for the benefit of the Reporting Person.

5. Shares reported on this line are beneficially owned by Mr. Spector as custodian for his minor children. Mr. Spector disclaims beneficial ownership of said shares.

6. 76,315 share options reported herein will become exercisable on February 7, 2004; 76,316 share options will become exercisable on February 7, 2005; and 76,316 share options will become exercisable on February 7, 2006.

7. Share options reported on this line are fully exercisable.

8. 103,161 share options reported on this line are currently exercisable; and 51,581 share options will become exercisable on January 18, 2004.

9. 6,668 share options reported herein are currently exercisable; and 3,332 share options will become exercisable on May 15, 2003.

10. 55,148 share options reported herein are currently exercisable; 55,148 share options will become exercisable on January 16, 2004; 55,148 share options will become exercisable on January 16, 2005.

11. 3,333 share options reported herein are exercisable; 1,667 will become exercisable on January 17, 2004.

12. One-third of the share options reported on this line are exercisable; one-third will become exercisable on July 11, 2003; and one-third will become exercisable on July 11, 2004.

13. Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007.

14. Share options reported on this line will become exercisable in three equal installments on February 3, 2006; February 3, 2007 and February 3, 2008.

	Gerald A Spector	02/07/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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