8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          -----------------------------

                                    FORM 8-K

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               Date of report (Date of earliest event reported):
                        June 26, 1997 (June 20, 1997)

                           ESSEX PROPERTY TRUST, INC.
                          (Exact name of Registrant as
                           Specified in its Charter)

                                    MARYLAND
                          (State or Other Jurisdiction
                               of Incorporation)

                                    1-13106
                            (Commission File Number)

                                   77-0369576
                       (IRS Employer Identification No.)

                             777 CALIFORNIA AVENUE
                              PALO ALTO, CA 94304
                                 (415) 494-3700
         (Address, Including Zip Code, and Telephone Number, Including
            Area Code, of Registrant's Principal Executive Offices)



                               Page 1 of 4 Pages

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Item 5. OTHER EVENTS.

On June 20, 1997, Essex Property Trust, Inc. (the "Company") completed the sale
of 800,000 shares of its 8.75% Convertible Preferred Stock, Series 1996A (the
"Preferred Stock") to Westbrook Real Estate Fund I, L.P. (formerly known as
Tiger/Westbrook Real Estate Fund, L.P.) and Westbrook Real Estate Co-Investment
Partnership I, L.P. (formerly known as Tiger/Westbrook Real Estate Co-Investment
Partnership, L.P.) (collectively "Westbrook"), pursuant to the terms of the
Stock Purchase Agreement between the Company and Westbrook dated June 20, 1996
as amended by Amendment No. 1 dated July 1, 1996 (as amended, the "Purchase
Agreement"). Subject to the terms and conditions of the Purchase Agreement,
Westbrook purchased the shares of Preferred Stock for a purchase price of
$25.00 per share, representing an aggregate purchase price of $20 million. The
terms and conditions of the sale of the Preferred Stock, the Purchase Agreement
and related agreements are more fully described in the Company's Annual Report
on Form 10-K filed on behalf of the Company with the Securities and Exchange
Commission on March 31, 1997.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

        (a)     Financial Statements.

                No financial statements are included in this Current Report on
        Form 8-K.

        (b)     Pro Forma Financial Statements.

                No pro forma financial information is included in this Current
        Report on Form 8-K.

        (a)     Exhibits.

                The exhibits listed in the accompanying Index to Exhibits are
        filed as part of this Current Report on Form 8-K.
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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.

                                        ESSEX PROPERTY TRUST, INC.

June 26, 1997                           By: /s/ MARK J. MIKL
                                        --------------------------------
                                        Mark J. Mikl
                                        Controller
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                                 EXHIBIT INDEX

EXHIBIT                    DESCRIPTION
- -------                    -----------
 99.1          Press Release, dated June 23, 1997.

EX-99.1

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                           ESSEX PROPERTY TRUST, INC.

      777 CALIFORNIA AVENUE, PALO ALTO, CALIFORNIA 94304, (415) 494-3700,
                               (415) 494-8743 FAX
    CONTACT: KEITH GUERICKE, PRESIDENT OR WENDY CARHART, INVESTOR RELATIONS

                             FOR IMMEDIATE RELEASE

             ESSEX ISSUES ADDITIONAL $20 MILLION OF PREFERRED STOCK
          Company Completes the Previously Announced Private Placement

     Palo Alto, California - June 23, 1997 - Essex Property Trust, Inc.
(NYSE:ESS) today completed the previously announced issuance and sale of Series
1996A Convertible Preferred Stock to Tiger/Westbrook Real Estate Fund, L.P and
Tiger/Westbrook Real Estate Co-Investment Partnership, L.P.  Essex issued and
sold 800,000 shares of the Preferred Stock at $25 per share, for an aggregate
purchase price of $20 million.  The issuance and sale completes the transaction
which was announced in June of 1996, and approved by the Company's common
stockholders in September of 1996.  A total of 1.6 million shares of preferred
stock have been purchased by Tiger/Westbrook, an aggregate investment of $40
million.  Essex will use the funds to continue to pursue acquisition and
development opportunities on the West Coast.

     Essex Property Trust, Inc., located in Palo Alto and traded on the New
York Stock Exchange (ESS), is a fully integrated Real Estate Investment Trust
(REIT).  Self-administered and self-managed, Essex focuses on multifamily
properties in targeted West Coast markets, specifically the San Francisco,
Seattle, Southern California and Portland metropolitan areas.  Currently, Essex
has ownership interests in thirty-six multifamily properties (7,846 units),
accounting for approximately 94% of its revenue.  Additional information can be
located on the world wide web at www.essexproperties.com.

     The statements which are not historical facts contained in this release
are forward looking statements that involve risks and uncertainties, including,
but not limited to, market demand, the effect of economic conditions, the
impact of competition and competitive pricing, the result of financing efforts,
the effect of the Company's accounting policies and other risks detailed in the
Company's Securities and Exchange Commission filings.


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