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* SMITH GREGORY H (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA (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) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 11/15/2004
	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 Shares of Beneficial Interest	11/15/2004		M		80,000	A	$25.3438	123,241(1)	D
Common Shares of Beneficial Interest	11/15/2004		S		80,000	D	$34.848	43,241(1)	D
Common Shares of Beneficial Interest								117,677(2)	I	SERP

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)	$21.0625							01/24/2001	01/24/2010	Common Shares of Beneficial Interest	56,976		56,976(3)	D
Non-Qualified Stock Option (right to buy)	$23.55							02/07/2004	02/07/2013	Common Shares of Beneficial Interest	45,921		45,921(4)	D
Non-Qualified Stock Option (right to buy)	$25.3438	11/15/2004		M			80,000	01/07/2001	01/07/2008	Common Shares of Beneficial Interest	80,000	$34.848	0(3)	D
Non-Qualified Stock Option (right to buy)	$25.844							01/18/2002	01/18/2011	Common Shares of Beneficial Interest	43,520		43,520(5)	D
Non-Qualified Stock Option (right to buy)	$27.2							01/16/2003	01/16/2012	Common Shares of Beneficial Interest	50,091		50,091(6)	D
Non-Qualified Stock Option (right to buy)	$27.6							07/11/2002	07/11/2011	Common Shares of Beneficial Interest	65,000		65,000(7)	D
Non-Qualified Stock Option (right to buy)	$29.25							01/27/2004	01/27/2014	Common Shares of Beneficial Interest	43,697		43,697(8)	D

Explanation of Responses:

1. Shares reported on this line are owned directly and some of the shares are subject to vesting.

2. 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.

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

4. 15,307 share options reported herein will become exercisable on February 7, 2004; 15,307 share options will become exercisable on February 7, 2005; 15,307 share options will become exercisable on February 7, 2006.

5. 29,013 share options reported herein are currently exercisable; and 14,507 share options will become exercisable on January 18, 2004.

6. 16,697 share options reported herein are currently exercisable; 16,697 share options are scheduled to vest on January 16, 2004; and 16,697 share options are scheduled to vest on January 16, 2005.

7. 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.

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

	Gregory H Smith	11/17/2004
	** 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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