8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 18, 2003

Essex Property Trust, Inc.
(Exact name of registrant as specified in its charter)

Commission file number 001-13106

 

Maryland	77-0369576
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

925 East Meadow Drive
Palo Alto, California    94303
(Address of principal executive offices including zip code)

(650) 494-3700
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Item 5. Other Events and Required FD Disclosure.

On September 18, 2003, we entered into a Series F Cumulative Preferred Stock Purchase Agreement with Lend Lease Rosen Real Estate Securities, LLC, as agent for its clients, to sell an aggregate of 1,000,000 shares of our 7.8125% Series F Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) $0.0001 par value per share, which agreement is included as Exhibit 10.1 to this Report and incorporated herein by reference. The Series F Preferred Stock has been approved for listing on the Pacific Exchange under the symbol "ESS-F."

On September 18, 2003, we issued a press release announcing the issuance described above. The full text of the press release issued in connection with this announcement is incorporated herein by reference and attached hereto as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

The exhibits listed below are being filed with this Form 8-K.

Exhibit Number	Description
3.1	Form of Articles Supplementary relating to the 7.8125% Series F Cumulative Redeemable Preferred Stock.
5.1	Opinion of Morrison & Foerster LLP regarding the validity of the 7.8125% Series F Cumulative Redeemable Preferred Stock.
10.1	Series F Cumulative Redeemable Preferred Stock Purchase Agreement dated September 18, 2003, by and between Essex Property Trust, Inc. and Lend Lease Rosen Real Estate Securities, LLC.
23.1	Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
99.1	Press Release issued by Essex Property Trust, Inc. dated September 18, 2003.

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.

ESSEX PROPERTY TRUST, INC.

By: /s/ Michael J. Schall
Michael J. Schall
Chief Financial Officer

Date: September 19, 2003

EXHIBIT INDEX

Exhibit Number	Description
3.1  * PDF	Form of Articles Supplementary relating to the 7.8125% Series F Cumulative Redeemable Preferred Stock.
5.1  * PDF	Opinion of Morrison & Foerster LLP regarding the validity of the 7.8125% Series F Cumulative Redeemable Preferred Stock.
10.1  * PDF	Series F Cumulative Redeemable Preferred Stock Purchase Agreement dated September 18, 2003, by and between Essex Property Trust, Inc. and Lend Lease Rosen Real Estate Securities, LLC.
23.1	Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
99.1  * PDF	Press Release issued by Essex Property Trust, Inc. dated September 18, 2003.

*    Also provided in PDF format as a courtesy.

EX-3.1

Exhibit 3.1

ESSEX PROPERTY TRUST, INC.

ARTICLES SUPPLEMENTARY
Reclassifying 1,000,000 shares of Common Stock
as 1,000,000 shares of
7.8125% SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK

Essex Property Trust, Inc., a corporation organized and existing under the laws of Maryland (the "Corporation"), does hereby certify to the State Department of Assessments and Taxation of Maryland that:

FIRST: Pursuant to authority conferred upon the Board of Directors of the Corporation by Article FIFTH of its Charter (the "Charter") in accordance with Section 2-105 of the Maryland General Corporation Law (the "MGCL"), the Board of Directors of the Corporation (the "Board"), at a special meeting held on August 27, 2003, duly adopted a resolution reclassifying 1,000,000 authorized but unissued shares of Common Stock (par value $.0001 per share) as Preferred Stock (par value $.0001 per share), designating such newly reclassified Preferred Stock as 7.8125% Series F Cumulative Redeemable Preferred Stock, the preferences and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as set forth below and authorizing the issuance of such series of Preferred Stock as set forth below. Upon any restatement of the Charter, Sections 1 through 9 of Article THIRD shall become subsection (i) of Article FIFTH of the Charter.

SECOND: The reclassification increases the number of shares classified as 7.8125% Series F Cumulative Redeemable Preferred Stock from no shares immediately prior to the reclassification to 1,000,000 shares immediately after the reclassification. The reclassification decreases the number of shares classified as Common Stock (par value $.0001 per share) from 656,682,178 shares immediately prior to the reclassification to 655,682,178 shares immediately after the reclassification.

THIRD: Subject in all cases to the provisions of Article EIGHTH of the Charter of the Corporation with respect to Excess Stock, the following is a description of the preferences and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of the redemption of the 7.8125% Series F Cumulative Redeemable Preferred Stock of the Corporation:

7.8125% Series F Cumulative Redeemable Preferred Stock

1. Designation and Amount.

Of the 656,682,178 authorized shares of Common Stock, 1,000,000 shares (par value $.0001 per share) are reclassified and designated "7.8125% Series F Cumulative Redeemable Preferred Stock" (the "Series F Preferred Stock"). The par value of the Series F Preferred Stock shall be $.0001 per share.

2. Rank.

The Series F Preferred Stock will, with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, rank senior to all classes or series of Common Stock (as defined in the Charter) and to all classes or series of equity securities of the Corporation now or hereafter authorized, issued or outstanding (including, without limitation, the Corporation's Series A Junior Participating Preferred Stock), other than the 7.875% Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Stock"), the 9-1/8% Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock"), the 9.30% Series D Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock") and the 9.25% Series E Cumulative Redeemable Preferred Stock (the "Series E Preferred Stock") with which it shall be on a parity and any other class or series of equity securities of the Corporation expressly designated as ranking on a parity with or senior to the Series F Preferred Stock as to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Corporation. For purposes of these terms of the Series F Preferred Stock, the term "Parity Preferred Stock" shall be used to refer to the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and any other class or series of equity securities of the Corporation now or hereafter authorized, issued or outstanding expressly designated by the Corporation to rank on a parity with Series F Preferred Stock with respect to distributions and rights upon voluntary or involuntary liquidation, winding up or dissolution of the Corporation.

3. Distributions.
1. Payment of Distributions.

Subject to the rights of holders of Parity Preferred Stock as to the payment of distributions, holders of Series F Preferred Stock will be entitled to receive, out of funds legally available for the payment of distributions, cumulative preferential cash distributions at the rate per annum of 7.8125% of the $25.00 liquidation preference per share of Series F Preferred Stock (the "Original Distribution Rate"); provided, however, that, subject to Section 6(c) hereof, if at any time full distributions shall not have been made on any Series F Preferred Stock with respect to any six (6) prior quarterly distribution periods (whether or not consecutive) (a "Preferred Distribution Default"), such that distributions for such six (6) distribution periods have not been fully paid and are outstanding in whole or in part at the same time, commencing on the date of such Preferred Distribution Default, the holders of Series F Preferred Stock will be entitled to receive out of funds legally available for the payment of distributions, cumulative preferential cash distributions at the rate per annum of 8.3125% of the $25.00 liquidation preference per share of Series F Preferred Stock (the "Default Distribution Rate") in lieu of the Original Distribution Rate, provided, further, that if and when all accumulated distributions and the distribution for the current distribution period on the Series F Preferred Stock shall have been paid in full or irrevocably set aside for payment in full and the Preferred Distribution Default was the first and only Preferred Distribution Default by the Corporation hereunder, then commencing on the date such payment has been made or irrevocably set aside, the holders of Series F Preferred Stock will be entitled to receive, out of funds legally available for payment of distributions, cumulative preferential cash distributions at the rate per annum equal to the Original Distribution Rate in lieu of the Default Distribution Rate. If at any time there is a second Preferred Distribution Default, the holders of Series F Preferred Stock will be entitled to receive on a permanent basis (for as long as the Series F Preferred Stock is held by such holders), out of funds legally available for payment of distributions, cumulative preferential cash distributions at the Default Distribution Rate.

The distributions shall be cumulative, shall accrue from November 25, 2003 and will be payable quarterly in arrears (such quarterly periods, for purposes of payment and accrual shall be the quarterly periods ending on the dates specified in this sentence and not calendar quarters), on the 1st day of March, June, September and December of each year (each a "Preferred Stock Distribution Payment Date"), commencing in each case on the first Preferred Stock Distribution Payment Date after November 25, 2003. The first distribution, which will be paid on December 1, 2003, will be for less than a full quarter. The amount of the distribution payable for any period, including a period shorter than a full quarterly period, will be computed on the basis of a 360-day year of twelve 30-day months. For any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed based on the ratio of the actual number of days elapsed in such a period (on the basis of a 30-day month) to ninety (90) days. If any date on which distributions are to be made on the Series F Preferred Stock is not a Business Day (as defined herein), then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Distributions on the Series F Preferred Stock will be made to the holders of record of the Series F Preferred Stock on the relevant record dates, which, unless otherwise provided by the Corporation (as a date not more than thirty (30) days nor fewer than ten (10) days prior to the Preferred Stock Distribution Payment Date) with respect to any distribution, will be 15 Business Days prior to the relevant Preferred Stock Distribution Payment Date (each a "Distribution Record Date").

The term "Business Day" shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

2. Limitations on Distributions. No distributions on the Series F Preferred Stock shall be declared or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting apart for payment shall be restricted or prohibited by law.
3. Distributions Cumulative. Notwithstanding the foregoing, distributions on the Series F Preferred Stock will accrue whether or not the terms and provisions set forth in Section 3(b) hereof at any time prohibit the current payment of distributions, whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series F Preferred Stock will accumulate as of the Preferred Stock Distribution Payment Date on which they first become payable. Accumulated and unpaid distributions will not bear interest.
4. Priority as to Distributions.
1. So long as any Series F Preferred Stock is outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Common Stock or any class or series of other stock of the Corporation ranking junior to the Series F Preferred Stock as to distribution rights (such Common Stock or other junior stock, including, without limitation, the Series A Junior Participating Preferred Stock), collectively, "Junior Stock"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series F Preferred Stock, any Parity Preferred Stock with respect to distributions or any Junior Stock, unless, in each case, all distributions accumulated on all Series F Preferred Stock and all classes and series of outstanding Parity Preferred Stock as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (i) distributions payable solely in Junior Stock, (ii) the conversion of Junior Stock or Parity Preferred Stock into Junior Stock of the Corporation, (iii) the redemption, purchase or other acquisition of Junior Stock made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Corporation or any subsidiary of the Corporation and (iv) purchase by the Corporation of such Series F Preferred Stock, Parity Preferred Stock with respect to distributions or Junior Stock pursuant to Article EIGHTH of the Charter to the extent required to preserve the Corporation's status as a real estate investment trust.
2. So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series F Preferred Stock, all distributions authorized and declared on the Series F Preferred Stock and all classes or series of outstanding Parity Preferred Stock with respect to distributions shall be authorized and declared pro rata so that the amount of distributions authorized and declared per share of Series F Preferred Stock and such other classes or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that accrued distributions per share on the Series F Preferred Stock and such other classes or series of Parity Preferred Stock (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Stock do not have cumulative distribution rights) bear to each other.
5. No Further Rights. Holders of Series F Preferred Stock shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions described herein.
4. Liquidation Preference.
1. Payment of Liquidating Distributions. Subject to the rights of holders of Parity Preferred Stock with respect to rights upon any voluntary or involuntary liquidation, distribution or winding-up of the Corporation, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of Series F Preferred Stock shall be entitled to receive out of the assets of the Corporation legally available for distribution or the proceeds thereof, before any payment or distributions of the assets shall be made to holders of Common Stock or any other class or series of shares of the Corporation that ranks junior to the Series F Preferred Stock as to rights upon liquidation, dissolution or winding-up of the Corporation, an amount equal to the sum of (i) a liquidation preference of $25.00 per share of Series F Preferred Stock, and (ii) an amount equal to any accumulated and unpaid distributions thereon to the date of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series F Preferred Stock and any Parity Preferred Stock as to rights upon liquidation, dissolution or winding-up of the Corporation, all payments of liquidating distributions on the Series F Preferred Stock and such Parity Preferred Stock shall be made pro rata so that the payments on the Series F Preferred Stock and such Parity Preferred Stock shall in all cases bear to each other the same ratio that the respective rights of the Series F Preferred Stock and such other Parity Preferred Stock (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Stock do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Corporation bear to each other.
2. Notice. Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by (i) fax and (ii) by first class mail, postage pre-paid, not less than 30 and, not more than 60 days prior to the payment date stated therein, to each record holder of the Series F Preferred Stock at the respective addresses of such holders as the same shall appear on the share transfer records of the Corporation.
3. No Further Rights. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series F Preferred Stock will have no right or claim to any of the remaining assets of the Corporation.
4. Consolidation, Merger or Certain Other Transactions. Without limiting or otherwise having any effect on Section 6(b) hereof, the consolidation or merger or other business combination of the Corporation with or into any corporation, trust or other entity (or of any corporation, trust or other entity with or into the Corporation), or the effectuation by the Corporation of a transaction or series of related transactions in which more than 50% of the voting power of the Corporation is disposed of shall not be deemed to constitute a liquidation, dissolution or winding-up of the Corporation.
5. Redemption.
1. Limited Redemption at Option of a Majority-in-Interest of the Holders. Subject to the terms and conditions of any Parity Preferred Stock and the rights of any series of Preferred Stock which may from time to time come into existence, in the event of (i) the Corporation's completion of a "Rule 13e-3 transaction" (as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in which, as a result of such transaction, the Corporation's common stock is no longer registered under Section 12 of the Exchange Act, except that this clause (i) shall not apply to any involuntary delisting of the Corporation's common stock from the New York Stock Exchange or any national securities exchange (as defined in the Exchange Act), (ii) the completion of a consolidation or merger or other business combination of the Corporation with or into any corporation, trust or entity and, if the surviving entity has outstanding debt securities (regardless of whether such outstanding debt securities are publicly traded or not), such debt securities do not possess at least the lowest credit rating level established as investment grade from either Standard & Poor's, Moody's Investor Service or Fitch Ratings (it being understood that as of the date of these Articles Supplementary the lowest investment grade rating of Standard &Poor's is BBB-, the lowest investment grade rating of Moody's is Baa3 and the lowest investment grade rating of Fitch Ratings is BBB-) or (iii) the Corporation's failure to qualify as a real estate investment trust as defined in Section 856 (or any successor section) of the Internal Revenue Code of 1986, as amended, except where such failure arises in connection with the consolidation or merger or other business combination of the Corporation into any corporation, trust or entity in which the Corporation is not the surviving entity and the surviving entity qualifies as a real estate investment trust (each, a "Qualifying Event"), if requested in writing by the holders of not less than a majority of the then outstanding Series F Preferred Stock that all shares of Series F Preferred Stock be redeemed, the Corporation shall redeem all of the shares of Series F Preferred Stock held by all holders of Series F Preferred Stock by paying in cash in exchange for the shares of Series F Preferred Stock to be redeemed a sum equal to $25.00 per share plus all accumulated but unpaid distributions on such shares to the date of redemption, except as otherwise provided by Section 5(e). Such request for redemption by the holders of not less than a majority of the then outstanding Series F Preferred Stock that all shares of Series F Preferred Stock be redeemed must be received by the Corporation no later than forty-five (45) days following the date of mailing to the holders of record of the Series F Preferred Stock of written notice from the Corporation of the occurrence of a Qualifying Event. Written notice of a Qualifying Event shall be mailed by the Corporation and addressed to the respective holders of record of the Series F Preferred Stock at their respective addresses as they appear on the transfer records of the Corporation. Upon receipt of such request for redemption by the holders of not less than a majority of the then outstanding shares of Series F Preferred Stock, the Corporation shall provide notice of the date of redemption (which shall be no later than sixty (60) days following the Corporation's receipt of such request for redemption) to all the holders of Series F Preferred Stock and redeem the shares of Series F Preferred Stock in accordance with Section 5(c) hereof.
2. Right of Optional Redemption by the Corporation. Except as provided in Section 5(a) above, the Series F Preferred Stock may not be redeemed prior to September 23, 2008. On or after such date, subject to the terms and conditions of any Parity Preferred Stock, the Corporation shall have the right to redeem the Series F Preferred Stock, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days' written notice, at a redemption price, payable in cash, equal to $25.00 per share of Series F Preferred Stock plus accumulated and unpaid distributions to the date of redemption, except as otherwise provided by Section 5(e). If fewer than all of the outstanding shares of Series F Preferred Stock are to be redeemed, the shares of Series F Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional units). Further, in order to ensure that the Corporation remains a qualified real estate investment trust for federal income tax purposes, the Series F Preferred Stock will also be subject to the provisions of Article EIGHTH of the Charter pursuant to which Series F Preferred Stock owned by a stockholder in excess of the Ownership Limit (as defined in the Charter) will be automatically transferred to a Trust (as defined in the Charter) and the Corporation shall have the right to purchase such shares, as provided in Article EIGHTH of the Charter.
3. Procedures for Redemption.
1. Notice of redemption will be (i) faxed, and (ii) mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series F Preferred Stock to be redeemed at their respective addresses as they appear on the transfer records of the Corporation. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series F Preferred Stock except as to the holder to whom such notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series F Preferred Stock may be listed or admitted to trading, each such notice shall state: (i) the redemption date, (ii) the redemption price, (iii) the number of shares of Series F Preferred Stock to be redeemed, (iv) the place or places where such shares of Series F Preferred Stock are to be surrendered for payment of the redemption price, (v) that distributions on the Series F Preferred Stock to be redeemed will cease to accumulate on such redemption date and (vi) that payment of the redemption price and any accumulated and unpaid distributions will be made upon presentation and surrender of such Series F Preferred Stock. If fewer than all of the shares of Series F Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series F Preferred Stock held by such holder to be redeemed. If fewer than all Series F Preferred Stock evidenced by any certificate are being redeemed, a new certificate shall be issued upon surrender of the certificate evidencing all shares of Series F Preferred Stock, evidencing the unredeemed shares of Series F Preferred Stock without cost to the holder thereof.
2. If the Corporation gives a notice of redemption in respect of Series F Preferred Stock (which notice will be irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Corporation will deposit irrevocably in trust for the benefit of each holder of the Series F Preferred Stock being redeemed funds sufficient to pay the applicable redemption price, plus any accumulated and unpaid distributions, if any, on such shares to the date fixed for redemption, without interest, and will give irrevocable instructions and authority to pay such redemption price and any accumulated and unpaid distributions, if any, on such shares to the holders of the Series F Preferred Stock upon surrender of the Series F Preferred Stock by such holders at the place designated in the notice of redemption. On and after the date of redemption, distributions will cease to accumulate on the Series F Preferred Stock or portions thereof called for redemption, unless the Corporation defaults in the payment thereof. If any date fixed for redemption of Series F Preferred Stock is not a Business Day, then payment of the redemption price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the redemption price or any accumulated or unpaid distributions in respect of the Series F Preferred Stock is improperly withheld or refused and not paid by the Corporation, distributions on such Series F Preferred Stock will continue to accumulate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the applicable redemption price and any accumulated and unpaid distributions.
4. Limitation on Redemption. The Corporation may not redeem fewer than all of the outstanding shares of Series F Preferred Stock unless all accumulated and unpaid distributions have been paid on all Series F Preferred Stock for all quarterly distribution periods terminating on or prior to the date of redemption; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of Series F Preferred Stock or Parity Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series F Preferred Stock or Parity Preferred Stock, as the case may be.
5. Rights to Distributions on Stock Called for Redemption. Immediately prior to any redemption of Series F Preferred Stock, the Corporation shall pay, in cash, any accumulated and unpaid distributions through the redemption date, unless a redemption date falls after a Distribution Record Date and prior to the corresponding Preferred Stock Distribution Payment Date, in which case each holder of Series F Preferred Stock at the close of business on such Distribution Record Date shall be entitled to the distributions payable on such shares on the corresponding Preferred Stock Distribution Payment Date notwithstanding the redemption of such shares before the Preferred Stock Distribution Payment Date.
6. Excess Stock Provisions. The Series F Preferred Stock is subject to the provisions of Article EIGHTH of the Charter. In addition to the Corporation's rights set forth in Article EIGHTH of the Charter, Excess Stock issued upon exchange of Series F Preferred Stock pursuant to such Article may be redeemed, in whole or in part, at any time when outstanding Series F Preferred Stock is being redeemed, for cash at a redemption price of $25.00 per share, plus accumulated and unpaid distributions on the Series F Preferred Stock, which were exchanged for such Excess Stock, through the date of such exchange, without interest. If the Corporation elects to redeem Excess Stock pursuant to the redemption right set forth in the preceding sentence, such Excess Stock shall be redeemed in such proportion and in accordance with such procedures as the Series F Preferred Stock being redeemed.
7. Status of Redeemed Stock. Any Series F Preferred Stock that shall at any time have been redeemed shall after such redemption have the status of authorized but unissued Preferred Stock, without designation as to series, until such shares are once more designated as part of a particular series by the Board.
6. Voting Rights.
1. General. Holders of the Series F Preferred Stock will not have any voting rights, except as set forth below.
2. Certain Voting Rights. While any shares of the Series F Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of the Series F Preferred Stock (voting separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares of beneficial interest ranking senior to the Series F Preferred Stock with respect to payment of distributions or rights upon any voluntary or involuntary liquidation, dissolution or winding-up or reclassify any authorized shares of beneficial interest of the Corporation into any such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares, or (ii) either amend, alter or repeal the provisions of the Corporation's Charter (including these Articles Supplementary) or Bylaws, whether by amendment, merger, consolidation or otherwise, so as to materially and adversely affect the preferences, other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms and conditions of redemption, of any outstanding shares of the Series F Preferred Stock or the holders thereof; provided that any increase in the amount of authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock, or any increase in an amount of authorized shares of each series, in each case ranking junior or on a parity to the Series F Preferred Stock with respect to payment of distributions and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding-up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. The Corporation may create additional classes of Parity Preferred Stock and Junior Stock, increase the authorized number of shares of Parity Preferred Stock and Junior Stock and issue additional series of Parity Preferred Stock and Junior Stock without the consent of any holder of Series F Preferred Stock.
3. Right to Elect Directors. If at any time there is a Preferred Distribution Default, the holders of the Series F Preferred Stock shall have the right (in such holders' sole and absolute discretion), in lieu of the right to receive distributions at the Default Distribution Rate described in Section 3(a) hereof, to participate in a class vote together with the holders of each class or series of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable (other than holders of Parity Preferred Stock who are deemed to be "affiliates" of the Corporation as such term is defined in Rule 144 of the General Rules and Regulations under the Securities Act of 1933) to elect two additional directors to serve on the Corporation's Board (the "Preferred Stock Directors") at a special meeting called by the holders of record of at least 10% of the outstanding shares of Series F Preferred Stock or any such class or series of Parity Preferred Stock or at the next annual meeting of the stockholders, and at each subsequent annual meeting of stockholders or special meeting held in lieu thereof, until all such distributions in arrears and distributions for the current quarterly period on the Series F Preferred Stock and each such class or series of Parity Preferred Stock have been paid in full. At any such annual or special meeting, the holders of the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series F Preferred Stock (to the extent such holders choose to participate in the election of Preferred Stock Directors in lieu of receipt of the Default Distribution Rate) and any subsequently issued series of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable, will be entitled to cast votes for such Preferred Stock Directors on the basis of one vote per $50.00 of liquidation preference to which such class of Parity Preferred Stock is entitled by its terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. If and when all accumulated distributions and the distribution for the current distribution period on the Series F Preferred Stock shall have been paid in full or irrevocably set aside for payment in full, the holders of the Series F Preferred Stock shall be divested of the voting rights set forth in this Section 6(c) (subject to revesting at such holders option in the event of each and every Preferred Distribution Default) and, if all distributions in arrears and the distributions for the current distribution period have been paid in full or irrevocably set aside for payment in full on all other classes or series of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable, the term and office of each Preferred Stock Director so elected shall immediately terminate. Any Preferred Stock Director may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series F Preferred Stock when they have the voting rights set forth in this Section 6(c) (voting separately as a single class with all other classes or series of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable). So long as a Preferred Distribution Default shall continue, any vacancy in the office of a Preferred Stock Director may be filled by written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding Series F Preferred Stock when they have the voting rights set forth in this Section 6(c) (voting separately as a single class with all other classes or series of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable). The Preferred Stock Directors shall each be entitled to one vote per director on any matter.
7. Transfer Restrictions. The Series F Preferred Stock shall be subject to the provisions of Article EIGHTH of the Charter.
8. No Conversion Rights. The holders of the Series F Preferred Stock shall not have any rights to convert such shares into shares of any other class or series of stock, or into any other securities of, or interest in, the Corporation.
9. No Sinking Fund. No sinking fund shall be established for the retirement or redemption of Series F Preferred Stock.

FOURTH: The shares of Series F Preferred Stock have been classified and designated by the Board under the authority contained in the Charter.

FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.

SIXTH: The undersigned Senior Executive Vice President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Senior Executive Vice President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, these Articles Supplementary are executed on behalf of the Corporation by its Senior Executive Vice President and attested by its Secretary this 19th day of September, 2003.

ESSEX PROPERTY TRUST, INC.

____________________________

Michael J. Schall

Senior Executive Vice President

[SEAL]

Attest:

___________________________

Jordan E. Ritter

Senior Vice President and Secretary

EX-5.1

Exhibit 5.1

MORRISON & FOERSTER LLP LETTERHEAD

September 18, 2003

Board of Directors
Essex Property Trust, Inc.
925 East Meadow Drive
Palo Alto, CA 94303

Gentlemen:

We have acted as counsel to Essex Property Trust, Inc., a Maryland corporation (the "Company") in connection with its registration statement on Form S-3 (SEC File No. 333-108336) filed with the Securities and Exchange Commission (the "Commission") on August 28, 2003 (the "Registration Statement") relating to the public offering of securities of the Company that may be offered and sold by the Company from time to time as set forth in a prospectus, dated September 8, 2003 (the "Prospectus"), which is a part of the Registration Statement, and as may be set forth from time to time is one or more supplements to the Prospectus. This opinion letter is rendered in connection with the proposed public offering of 1,000,000 shares of the Company's 7.8125% Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock"), par value $0.0001 per share (the "Shares"), as described in the Prospectus and a prospectus supplement dated September 18, 2003 (the "Prospectus Supplement").

For purposes of this opinion letter, we have examined copies of the following documents (the "Documents"):

1. The Registration Statement.
2. The Prospectus and the Prospectus Supplement.
3. The Series F Cumulative Redeemable Preferred Stock Purchase Agreement, dated September 18, 2003, among Essex Property Trust, Inc., and the Purchaser signatory thereto (the "Purchase Agreement").
4. The Articles of Amendment and Restatement of the Company, as amended (the "Charter").
5. The Bylaws of the Company, as amended.
6. The Articles Supplementary pertaining to the Series F Preferred Stock.
7. Certain resolutions of the Board of Directors of the Company, adopted at a meeting held on August 27, 2003, relating to, among other things, the establishment of the Series F Preferred Stock, and the issuance and sale of the Shares and arrangements in connection therewith.

In our examination of the aforesaid Documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all of the Documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all of the Documents submitted to us as copies (including telecopies). We also have assumed that the Shares will not be issued in violation of the ownership limits contained in the Charter. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the General Corporation Law of the State of Maryland. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that, following the issuance of the Shares pursuant to the terms of the Purchase Agreement and as specified in the Prospectus Supplement, the Shares will be validly issued, fully paid and nonassessable.

This opinion letter speaks as of the date hereof and has been prepared for your use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption "Legal Matters" in the Prospectus and the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended.

Sincerely,

/s/ Morrison & Foerster LLP

Morrison & Foerster LLP

EX-10.1

Exhibit 10.1

SERIES F CUMULATIVE REDEEMABLE
PREFERRED STOCK PURCHASE AGREEMENT

DATED AS OF SEPTEMBER 18, 2003

among

ESSEX PROPERTY TRUST, INC.

and

THE PURCHASER SIGNATORY HERETO

ARTICLE I SALE OF THE SHARES 1

Section 1.1	Authorization of Issuance and Sale and Delivery of the Shares.	1
Section 1.2	The Closing of the Sale of the Shares.	1

ARTICLE II THE CLOSING 2

Section 2.1	Deliveries at the Closing.	2
Section 2.2	Restrictive Legend.	2
Section 2.3	Articles Supplementary	3

ARTICLE III Conditions to the Obligations of THE Purchaser 3

Section 3.1	Representations and Warranties.	3
Section 3.2	Absence of Litigation.	4

ARTICLE IV Conditions to Obligation of the Company 4

Section 4.1	Representations and Warranties.	4
Section 4.2	Absence of Litigation.	4

ARTICLE V Representations and Warranties of the Company 4

Section 5.1	Organization; Good Standing; Qualification and Power.	5
Section 5.2	Brokers or Finders.	5
Section 5.3	Authorization; Enforceability; Corporate and Other Proceedings.	5
Section 5.4	Non Contravention.	5
Section 5.5	Capitalization of the Company.	6
Section 5.6	SEC Reports.	6
Section 5.7	Financial Statements.	7
Section 5.8	No Consent or Approval Required.	7
Section 5.9	Registration and Listing	7

ARTICLE VI Representations and Warranties of the Purchaser 8

Section 6.1	Brokers or Finders.	8
Section 6.2	Authorization.	8
Section 6.3	No Consent or Approval Required.	8
Section 6.4	Ownership Limitation	8
Section 6.5	Purchaser's Access to Information	8

ARTICLE VII TERMINATION 9

Section 7.1	Termination Events.	9
Section 7.2	Effect of Termination.	9

ARTICLE VIII Indemnification 10

Section 8.1	Indemnification Generally.	10
Section 8.2	Indemnification Procedures For Third Party Claims.	10
Section 8.3	Survival of Representations and Warranties	11

ARTICLE IX Miscellaneous 11

Section 9.1	Expenses and Taxes.	11
Section 9.2	Further Assurances.	11
Section 9.3	Public Announcement.	11
Section 9.4	No Third Party Beneficiaries.	12
Section 9.5	Entire Agreement.	12
Section 9.6	Successors and Assigns.	12
Section 9.7	Counterparts.	12
Section 9.8	Notices.	12
Section 9.9	Governing Law.	14
Section 9.10	Amendments and Waivers.	14
Section 9.11	Incorporation of Schedules and Exhibits.	14
Section 9.12	Construction.	14
Section 9.13	Interpretation.	14
Section 9.14	Severability.	15
Section 9.15	Waiver of Jury Trial.	15

Annexes and Exhibits

Annex I Certain Definitions	Certain Definitions
Exhibit A	List of Purchasers
Exhibit B	Articles Supplementary

SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of September 18, 2003, among Essex Property Trust, Inc., a Maryland corporation (the "Company"), and the Person signatory hereto and listed on Exhibit A (the "Purchaser").

RECITALS

WHEREAS, the Company desires to sell to the Purchaser, and the Purchaser desires to purchase from the Company, 1,000,000 shares (the "Shares") of Series F Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of the Company (the "Preferred Stock");

NOW, THEREFORE, in consideration of the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Company and the Purchaser agree as follows:

All capitalized terms used and not otherwise defined in this Agreement shall have the definitions set forth on Annex I hereto.

ARTICLE I

SALE OF THE SHARES

Section 1.1 Authorization of Issuance and Sale and Delivery of the Shares.

Subject to the terms and conditions hereof, the Purchaser agrees, to purchase at the Closing (as defined below), and the Company agrees to sell and issue to the Purchaser at the Closing, the number of Shares set forth on Exhibit A hereto at a price of $24.664 per Share (the "Purchase Price"). The Shares are being issued and sold pursuant to a registration statement on Form S-3, File No. 333-108336, which registration statement has been declared effective by the Securities and Exchange Commission. The Company is delivering herewith prior to the Closing a prospectus supplement dated September 18, 2003 on Form 424(b)(5), which includes the prospectus dated September 8, 2003 (together, the "Prospectus"), regarding the sale of the Shares. The Company is delivering the Prospectus to the Purchaser and any of its nominee(s) or designee(s) as to which shares are to be registered and delivered at the Closing. The Purchaser on behalf of itself and such nominee(s) and designee(s) acknowledges and accepts the Company's delivery of the Prospectus by executing this Agreement.

Section 1.2 The Closing of the Sale of the Shares.

(1) The closing (the "Closing") shall take place at the offices of Morrison & Foerster LLP located at 755 Page Mill Road, Palo Alto, California, at 10:00 a.m., New York time, on September 23, 2003 (the "Closing Date"), which date shall be three business days following the date hereof, or at such other time and date as may be agreed upon between the Purchaser and the Company. At the Closing, on the terms and subject to the conditions contained herein, the Company shall issue and deliver the number of Shares set forth on Exhibit A hereto against receipt by the Company of the Purchaser's aggregate Purchase Price set forth on Exhibit A by wire transfer of immediately available funds to an account designated by the Company prior to the Closing in writing. The Shares will be registered and delivered to the Purchaser or the Purchaser's nominee(s) or designee(s) identified to the Company prior to Closing through the book entry facilities of The Depository Trust Company ("DTC").

(2) The Company has engaged CS Securities, Inc. as placement agent (the "Placement Agent") in connection with the offer and sale of the Shares. As compensation for the Placement Agent's services, the Company simultaneously with the payment for and delivery of the Shares will pay the Placement Agent a cash fee. In no event shall the Purchaser be liable for the payment of all or any portion of such fee.

ARTICLE II

THE CLOSING

Section 2.1 Deliveries at the Closing.

(1) At the Closing, the Company shall cause the Shares to be registered and delivered to the Purchaser and/or the Purchaser's nominee(s) or designee(s) identified to the Company prior to the Closing through the book entry facilities of the DTC.

(2) At the Closing, the Purchaser shall deliver to the Company the aggregate Purchase Price for the Shares being purchased by the Purchaser pursuant to this Agreement.

Section 2.2 Restrictive Legend.

Each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities Laws):

THE SHARES OF SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF MAINTENANCE OF THE CORPORATION'S STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NO PERSON MAY (1) BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF EQUITY STOCK IN EXCESS OF 6.0% (OR SUCH GREATER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION) OF THE VALUE OF THE OUTSTANDING SHARES OF EQUITY STOCK OF THE CORPORATION UNLESS SUCH PERSON IS A QUALIFIED TRUST (IN WHICH CASE SUCH PERCENTAGE IS 9.9%) OR AN EXISTING HOLDER (IN WHICH CASE THE EXISTING HOLDER LIMIT SHALL BE APPLICABLE), (2) BENEFICIALLY OWN SHARES OF EQUITY STOCK THAT WOULD RESULT IN BENEFICIAL OWNERSHIP OF EQUITY STOCK BY FEWER THAN 100 PERSONS, OR (3) BENEFICIALLY OWN EQUITY STOCK THAT WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(H) OF THE CODE. ANY PERSON WHO ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF EQUITY STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE MEANINGS DEFINED IN THE CORPORATION'S CHARTER, AS THE SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED, THE SHARES OF EQUITY STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY EXCHANGED FOR SHARES OF EXCESS STOCK WHICH WILL BE HELD IN TRUST BY THE TRUSTEE OF A TRUST FOR THE EXCLUSIVE BENEFIT OF THE CHARITABLE BENEFICIARY DESIGNATED BY THE BOARD OF DIRECTORS. THE FOREGOING SUMMARY OF THE RESTRICTIONS ON TRANSFER OF SHARES OF PREFERRED STOCK IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CORPORATION'S CHARTER.

Section 2.3 Articles Supplementary.

The Company shall file the Articles Supplementary, attached as Exhibit B hereto, with the State Department of Assessment and Taxation of Maryland (the "SDAT") on or prior to the Closing Date and shall deliver to the Purchaser a copy thereof certified as filed by the SDAT.

ARTICLE III

CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is, subject to the satisfaction of each of the following conditions as of the Closing Date, unless otherwise waived in writing by the Purchaser:

Section 3.1 Representations and Warranties.

The representations and warranties of the Company set forth in Article V hereof shall be true, correct and complete in all material respects on and as of the Closing Date (other than those that are qualified by a reference to materiality, which representations and warranties as so qualified shall be true, correct and complete in all respects).

Section 3.2 Absence of Litigation.

There shall not be (a) any Order of any nature issued by a Governmental Entity with competent jurisdiction directing that the transactions provided for herein or any material aspect of them not be consummated as herein provided or (b) any Proceeding pending wherein an Order would prevent the performance of this Agreement or the consummation of any material aspect of the transactions or events contemplated by this Agreement, declare unlawful any aspect of the transactions or events contemplated hereby, cause any material aspect of the transactions contemplated by this Agreement to be rescinded or be reasonably likely to have a Material Adverse Effect on the Company.

ARTICLE IV

CONDITIONS TO OBLIGATION OF THE COMPANY

The obligation of the Company to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of each of the following conditions as of the Closing Date, unless otherwise waived in writing by the Company:

Section 4.1 Representations and Warranties.

The representations and warranties of the Purchaser set forth in Article VI hereof shall be true, correct and complete in all material respects on and as of the Closing Date (other than those that are qualified by a reference to materiality, which representations and warranties as so qualified shall be true, correct and complete in all respects).

Section 4.2 Absence of Litigation.

As of the Closing Date, there shall not be (a) any Order of any nature issued by a Governmental Entity with competent jurisdiction directing that the transactions provided for herein or any material aspect of them not be consummated as herein provided or (b) any Proceeding pending wherein an Order would prevent the performance of this Agreement or the consummation of any material aspect of the transactions contemplated hereby, declare unlawful any material aspect of the transactions or events contemplated by this Agreement, or cause any material aspect of any transaction contemplated by this Agreement to be rescinded or have a Material Adverse Effect on the Purchaser's ability to consummate the transactions hereby.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As a material inducement to the Purchaser to enter into and perform its obligations under this Agreement, the Company hereby represents and warrants to the Purchaser as follows:

Section 5.1 Organization; Good Standing; Qualification and Power.

The Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, has all requisite power (corporate or otherwise) to carry on its business as presently being conducted and is qualified to do business and in good standing in every jurisdiction in which the failure so to qualify or be in good standing could reasonably be expected to have a Material Adverse Effect on the Company.

Section 5.2 Brokers or Finders.

Except for CS Securities, Inc., the Company has not retained any investment banker, broker or finder in connection with the sale of the Shares. The Company shall be solely liable for the payment of the fees of CS Securities, Inc. in connection with the sale of the Shares pursuant to this Agreement.

Section 5.3 Authorization; Enforceability; Corporate and Other Proceedings.

(1) The Company has all requisite power and authority (corporate or otherwise) to execute and deliver this Agreement to which it is a party and to perform its obligations under this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Agreement has been duly executed and delivered by the Company, and constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions.

(2) The authorization, issuance, sale and delivery of the Shares have been duly authorized by all requisite action of the Company's board of directors and, if required by applicable law or the rules of the New York Stock Exchange, the Company's stockholders. The Shares being issued as of the Closing Date, if and when issued, will be validly issued and outstanding, fully paid and nonassessable, with no personal Liability attaching to the ownership thereof, and free and clear of any Liens whatsoever and with no restrictions on the voting rights thereof, if any.

(3) All corporate and other proceedings required to be taken by the Company and their respective stockholders in connection with the transactions contemplated hereby to be consummated at or prior to the Closing have been taken.

Section 5.4 Non Contravention.

The execution, delivery and performance by the Company of the Agreement , the consummation of the transactions contemplated thereby and compliance with the provisions thereof, including the issuance, sale and delivery of the Shares have not, do not and shall not, (a) violate any Law to which the Company is subject, (b) violate any provision of the Fundamental Documents of the Company, (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any material contract to which the Company is a party or (d) result in the imposition of any Lien upon any of the Assets of the Company.

Section 5.5 Capitalization of the Company.

(1) Immediately after the consummation of the Closing, the authorized capital stock of the Company shall consist of: Six Hundred Fifty Five Million Six Hundred Eighty Two Thousand One Hundred Seventy-Eight (655,682,178) shares of common stock, $0.0001 par value per share, of which, as of September 11, 2003, Twenty-One Million Nine Hundred Forty-Seven Thousand Forty-Two (21,947,042) shares were issued and outstanding; Two Million (2,000,000) shares of 7.875% Series B preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Five Hundred Thousand (500,000) shares of 9.125% Series C preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Two Million (2,000,000) shares of 9.30% Series D preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Two Million Two Hundred Thousand (2,200,000) shares of 9.25% Series E preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Three Hundred Thirty Million (330,000,000) shares of Excess Stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Six Million Six Hundred Seventeen Thousand Eight Hundred Twenty- Two (6,617,822) shares of Series A Junior Participating Preferred Stock, of which no shares are issued and outstanding; and One Million (1,000,000) shares of 7.8125% of Series F preferred stock, $0.0001 par value of per share, of which One Million (1,000,000) shares will be issued and outstanding.

(2) Except as set forth in the Company's SEC Reports; (i) and except for up to 1,000,000 options to purchase Company capital stock granted to employees and directors of the Company pursuant to existing stock option plans and for the rights created pursuant to this Agreement, there are no outstanding warrants, options, agreements, convertible securities or other commitments or instruments pursuant to which the Company is or may become obligated to issue or sell any shares of its capital stock or other securities and (ii) there are no preemptive or similar rights to purchase or otherwise acquire shares of the capital stock or other securities of the Company pursuant to any provision of Law, or any contract, or similar plan, arrangement or scheme to which the Company is a party.

(3) All shares of the capital stock and other securities issued by the Company have been issued in transactions in accordance with applicable foreign, state and federal Laws and regulations governing the sale and purchase of securities.

Section 5.6 SEC Reports.

The Company has since December 31, 2002 filed all required forms, reports and documents required to be filed by it with the Commission when due in accordance with the Securities Act and Exchange Act. Such forms, reports and documents filed by the Company with the Commission since December 31, 2002 are collectively referred to as the "SEC Reports". As of their respective dates, the SEC Reports complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be. As of their respective dates, none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 5.7 Financial Statements.

The consolidated financial statements of the Company contained in the SEC Reports (the "Financial Statements") complied as to form in all material respects with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

Section 5.8 No Consent or Approval Required.

No material consent, approval or authorization of, or declaration to or filing with, any Person is required by the Company for the valid authorization, execution and delivery by the Company of the Agreement or for its consummation of the transactions contemplated thereby or for the valid authorization, issuance and delivery of the Shares, other than those consents, approvals, authorizations, declarations or filings which have been obtained or made, as the case may be.

Section 5.9 Registration and Listing.

The Shares have been registered with the Commission pursuant to a registration statement that is currently in effect and will be in effect on the date of the Closing. By or before the Closing, the Shares will be either (i) approved for listing on either the New York Stock Exchange or the Pacific Exchange, subject to notice of issuance, and it will be the Company's election as to which of these exchanges the Shares are listed, or (ii) approved for listing on another national securities exchange, subject to notice of issuance, which exchange is reasonably acceptable to the Company and the Purchaser. By or before the Closing the Shares will be eligible for deposit at, and/or to be delivered and distributed through, the book entry facilities of the DTC. The Company agrees that it shall not take any unreasonable action that would preclude the Shares from being available to be displayed on FT Interactive Data (an operating division of Financial Times Limited) or another pricing service reasonably satisfactory to the Purchaser.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As a material inducement to the Company to enter into and perform its obligations under this Agreement, the Purchaser, hereby represents and warrants to the Company as follows:

Section 6.1 Brokers or Finders.

The Purchaser has not retained any investment banker, broker or finder in connection with the purchase of the Shares.

Section 6.2 Authorization.

The Purchaser has all requisite power and authority to execute and deliver this Agreement and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement and all related transactions and to perform its obligations under this Agreement. This Agreement has been duly authorized by all necessary action on the part of the Purchaser, and has been duly executed and delivered by the Purchaser and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms and conditions.

Section 6.3 No Consent or Approval Required.

No consent, approval or authorization of, or declaration to or filing with, any Person shall be required by the Purchaser for the valid authorization, execution and delivery by the Purchaser of the Agreement or for its consummation of the transactions contemplated thereby other than those consents, approvals, authorizations, declarations or filings which have been obtained or made, as the case may be.

Section 6.4 Ownership Limitation.

The Purchaser will not, immediately following the Closing, beneficially own or constructively own shares of the outstanding equity stock of the Company in excess of the Ownership Limit (as defined in the Company's Fundamental Documents).

Section 6.5 Purchaser's Access to Information.

There has been made available to the Purchaser and its respective advisors the opportunity to ask questions of, and receive answers from, the Company concerning the Shares and the Purchaser's investment therein, and to obtain the SEC Reports and any additional information, to the extent that any of them possess such information, or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information given to the Purchaser, or to otherwise make an informed decision regarding the purchase of the Shares from the Company, and that the Purchaser has had an opportunity to consult with counsel and other advisers about the merits and risks of its purchase of the Shares from the Company, and that all pertinent material documents, records and books, on request, have been made available to the Purchaser and its advisors. The Purchaser's prior knowledge and experience in financial and business matters enables it to make an informed decision with respect to a purchase of the Shares from the Company. The Purchaser has relied upon its own tax, legal and financial advisors with regard to all matters relating to its purchase of the Shares and not on any advice, recommendation, act or failure to act of the Company or any of their respective affiliates. In connection with the purchase of the Shares, the Purchaser has independently determined an acceptable price for the Shares, and the Purchase Price is based upon such independent determination.

ARTICLE VII

TERMINATION

Section 7.1 Termination Events.

This Agreement may, by notice given prior to or at the Closing, be terminated:

(1) by either the Company or the Purchaser if a material breach or default of any provision of this Agreement has been committed by the other party which would make the conditions to this Agreement incapable of being satisfied; provided that neither party may terminate this Agreement if the breaching or defaulting party has not had an adequate opportunity to cure such breach or default; or

(2) by mutual consent of the Company and the Purchaser.

Section 7.2 Effect of Termination.

Each party's right of termination under Section 7.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 7.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Sections 8.1 and 8.2 and Article IX will survive; provided, however, that if this Agreement is terminated by a party because of the breach or default of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnification Generally.

The Company on the one hand, and the Purchaser on the other hand (each an "Indemnifying Party"), shall indemnify the other from and against any and all losses, damages, liabilities, claims, charges, actions, proceedings, demands, judgments, settlement costs and expenses of any nature whatsoever (including, without limitation, attorneys' fees and expenses) or deficiencies resulting from any breach of a representation, warranty or covenant by the Indemnifying Party and all claims, charges, actions or proceedings incident to or arising out of the foregoing. Except with respect to third party claims being defended in good faith or claims for indemnification with respect to which there exists a good faith dispute, the Indemnifying Party shall satisfy its obligations hereunder within thirty (30) days of receipt of a notice of claim under this Section 8.1. Notwithstanding anything else to the contrary in this Article 8, in no event shall an employee benefit plan within the meaning of the Section 3(3) of the Employee Retirement Income Security Act of 1974 or their agents be deemed to be an indemnifying party, and such parties shall have no indemnification obligations hereunder.

Section 8.2 Indemnification Procedures For Third Party Claims.

If a claim by a third party is made against a Person entitled to indemnification under this Section (an "Indemnified Party") and such Indemnified Party intends to seek indemnity with respect thereto from any Indemnifying Party, such Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this Article VIII so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action brought by a third party, and after such assumption the Indemnified Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter vigorously conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary or (iii) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. No Indemnifying Party, in the defense of a third party claim shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnified Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnified Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Section 8.3 Survival of Representations and Warranties.

The representations and warranties of the Company and of each Purchaser contained in this Agreement shall survive until the twelve (12) month anniversary of the Closing.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Expenses and Taxes.

(1) All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except that the Company shall pay the legal and due diligence fees and expenses of the Purchaser incurred prior to and through the Closing, which fees and expenses relate to this Agreement and/or the transactions contemplated hereby. The Purchaser shall notify the Company when such fees and expenses in the aggregate exceed $20,000. The Company shall not be liable for the payment of any fees or expenses of the Purchaser that are incurred after the Closing.

(2) All transfer, stamp (including documentary stamp Taxes, if any) and other similar Taxes with respect to the purchase and sale of the Shares shall be borne and paid by the Company.

Section 9.2 Further Assurances.

The Purchaser and the Company shall duly execute and deliver, or cause to be duly executed and delivered, at its own cost and expense, such further instruments and documents and to take all such action, in each case as may be necessary or proper in the reasonable judgment of the Purchaser or the Company to carry out the provisions and purposes of this Agreement. The Company hereby agrees to complete and submit an application to the National Association of Insurance Commissioners for rating of the Preferred Stock within a reasonable period of time after the date hereof, but in no event later than March 31, 2004.

Section 9.3 Public Announcement.

The Purchaser and the Company will consult with each other before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required based upon opinion of counsel by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange or transaction reporting system. The Company may disclose this transaction in the reports that it files with the Commission pursuant to the Exchange Act. The Company shall not, unless required by Law, disclose the identity of any of the Purchaser's client(s), nominee(s) or designee(s) to whom Shares will be issued to a third party without the consent of the Purchaser.

Section 9.4 No Third Party Beneficiaries.

Except as expressly provided herein, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns.

Section 9.5 Entire Agreement.

This Agreement constitutes the entire agreement among the parties hereto and supersede any prior understandings, agreements or representations by or among such parties, written or oral, that may have related in any way to the subject matter of this Agreement.

Section 9.6 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

Section 9.7 Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Section 9.8 Notices.

All notices, requests, demands, claims, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, telecopied, sent by internationally-recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to:

Essex Property Trust, Inc.
925 East Meadow Drive
Palo Alto, CA 94303
Facsimile No.: (650) 849-1636
Telephone No.: (650) 858-0139
Attention: Michael J. Schall, Senior Executive Vice President and Chief Financial Officer

Essex Property Trust, Inc.
925 East Meadow Drive
Palo Alto, CA 94303
Facsimile No.: (650) 849-1659
Telephone No.: (650) 858-1372
Attention: Jordan E. Ritter, Esq., Senior Vice President and General Counsel

with a copy to:

Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94504
Facsimile No.: (650) 494-0792
Telephone No.: (650) 813-5600
Attention: Stephen Schrader, Esq.

If to the Purchaser, to:

Lend Lease Rosen Real Estate Securities, LLC
1995 University Avenue
Suite 550
Berkeley, CA 94704
Facsimile No.: (510) 849-8369
Telephone No.: (510) 849-8360
Attention: Contract Compliance Officer

with a copy to:

Goodwin Procter LLP
Exchange Place
Boston, MA 02109
Facsimile No.: (617) 523-1231
Telephone No.: (617) 570-1559
Attention: Elizabeth Shea Fries, P.C.

All such notices and other communications shall be deemed to have been given and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of delivery by telecopy, on the date of such delivery, (iii) in the case of delivery by internationally-recognized overnight courier, on the third Business Day following dispatch and (iv) in the case of mailing, on the seventh Business Day following such mailing.

Section 9.9 Governing Law.

This agreement shall be governed by and construed in accordance with the internal laws of the state of California, without regard to the principles of conflicts of laws thereof.

Section 9.10 Amendments and Waivers.

No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 9.11 Incorporation of Schedules and Exhibits.

The schedules and exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

Section 9.12 Construction.

Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The use in this Agreement of the term "including" means "including, without limitation." The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

Section 9.13 Interpretation.

Unless otherwise indicated, references to "$" are references to the U.S. dollar. Accounting terms used but not otherwise defined herein shall have the meanings given to them under GAAP. As used in this Agreement (including all schedules, exhibits and amendments hereto), the masculine, feminine and neuter gender and the singular or plural number shall be deemed to include the others whenever the context so requires. References to Articles Sections refer to articles and sections of this Agreement. Similarly, references to schedules and exhibits refer to schedules and exhibits, respectively, attached to this Agreement. Unless the content requires otherwise, words such as "hereby," "herein," "hereinafter," "hereof," "hereto," "hereunder" and words of like import refer to this Agreement. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.14 Severability.

It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 9.15 Waiver of Jury Trial.

EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

ESSEX PROPERTY TRUST, INC.

By: /s/ Michael J. Schall
Name: Michael J. Schall
Title: Senior Executive Vice President and Chief Financial Officer

LEND LEASE ROSEN REAL ESTATE SECURITIES, LLC

By: /s/ Michael A. Torres
Name: Michael A. Torres
Title: Chief Executive Officer

Annex 1

CERTAIN DEFINITIONS

"Assets" means, with respect to any Person, all of the assets, rights, interests and other properties, real, personal and mixed, tangible and intangible, owned by such Person.

"Business Day" means any day that is not a Saturday, Sunday, legal holiday or other day on which banks are required to be closed in New York, New York.

"Commission" means the Securities and Exchange Commission.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Fundamental Documents" means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

"GAAP" means, at any time, generally accepted accounting principles in the jurisdiction in which the Person to which such principles are applied is organized at such time.

"Governmental Entity" means any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, federal, state or local.

"Law" means any constitution, law, statute, treaty, rule, directive, requirement or regulation or Order, domestic or foreign, of any Governmental Entity.

"Liability" means any liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when asserted.

"Lien" means any security interest, pledge, bailment (in the nature of a pledge or for purposes of security), mortgage, deed of trust, the grant of a power to confess judgment, conditional sale, trust receipt or other title retention agreement (including any lease in the nature thereof), charge, encumbrance, easement, reservation, restriction, cloud, right of first refusal or first offer, option, equity or adverse claim or other similar arrangement or interest in real or personal property.

"Material Adverse Effect" means, with respect to any Person, a material adverse effect (i) on the business, operations, Assets, condition (financial or otherwise), operating results, or prospects of such Person and its Subsidiaries, if any, taken as a whole or (ii) on such Person's ability to consummate the transactions contemplated by this Agreement.

"Order" means any order, writ, judgment, injunction, decree, determination or award issued by a Governmental Entity.

"Person" means any individual, corporation, partnership, limited liability company, trust, estate, or unincorporated organization, or other entity or Governmental Entity or other juridical entity.

"Proceeding" means any action, suit, investigation or proceeding by any Governmental Entity.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Subsidiary" means any entity in which the Company owns directly or indirectly, more than 50% of the voting capital stock or equity interest.

"Tax" or "Taxes" as used in this Agreement, means, with respect to any Person, (a) all taxes, customs duties and other Taxes, fees, assessments or charges of any kind whatsoever including without limitation all income, gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits Taxes, alternative or add-on minimum Taxes, together with all interest and penalties, additions to Tax and other additional amounts imposed by any taxing authority (domestic or foreign) on such Person (if any) and (b) any Liability for the payment of any amount of the type described in clause (a) above as a result of being a "transferee" (within the meaning of Section 6901 of the Internal Revenue Code of 1986, as amended, or any other applicable Law) of another entity or a member of an affiliated or combined group, and (c) any liability under any tax sharing or other contractual arrangement.

Exhibit A

LIST OF PURCHASERS

PURCHASER	No. of Shares	Purchase Price	Aggregate Purchase Price
Lend Lease Rosen Real Estate Securities, LLC, as agent on behalf of its clients	1,000,000	$24.664	$24,664,000

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Michael J. Schall
Chief Financial Officer
(650) 849-1600 Mary C. Jensen
Director of Investor Relations
(650) 849-1656

Essex Announces Sale of Perpetual Preferred Shares

Palo Alto, California - September 18, 2003 - Essex Property Trust, Inc., (NYSE:ESS) a real estate investment trust (REIT) with apartment communities located in targeted West Coast markets, announced today that it has entered into an agreement to sell 1,000,000 shares of its Series F Cumulative Redeemable Preferred Shares ("Series F Preferred Stock") to institutional investors advised by Lend Lease Rosen Real Estate Securities, LLC. The Series F Preferred Stock will pay quarterly distributions at the rate of 7.8125 percent per year and will be redeemable by the Company on or after September 23, 2008. The Series F Preferred Stock will rank at parity with other series of Essex's authorized classes of preferred stock and is not convertible into Essex common stock. CS Securities, Inc., a Chadwick Saylor company, acted as the placement agent for the financing.

The Series F Preferred Stock is being offered at a fixed price of $24.664 per share, a discount from the $25.00 per share liquidation value of the shares. This discount is the result of the Series F Preferred Stock not accruing distributions from the anticipated closing date of September 23, 2003 through November 25, 2003.

Michael J. Schall, Essex's Chief Financial Officer, commented that, "Essex anticipates using the net proceeds from the sale of the Series F Preferred Stock to redeem the Company's 9.125% Series C Cumulative Redeemable Preferred Units that become callable on or after November 24, 2003." Mr. Schall continued, "This transaction may well be the first of several preferred unit redemption transactions that could occur within the next year. These transactions, if and when completed, have the potential to significantly lower the Company's cost of equity capital."

The shares of Series F Preferred Stock are being issued under a shelf registration filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Essex Property Trust, Inc., located in Palo Alto, California and traded on the New York Stock Exchange (ESS), is a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages multifamily residential properties in selected West Coast communities. Essex currently has ownership interests in 117 multifamily properties (25,095 units), and has 1,368 units in various stages of development.

Additional information about Essex, and copies of the prospectus and the prospectus supplement, can be found on the Company's web site at www.essexpropertytrust.com. If you would like to receive future press releases via e-mail-please send a request to investors@essexpropertytrust.com.

The statements which are not historical facts contained in this release such as the Company's beliefs and expectations regarding future financing transactions, the impact of such transactions, if any, on the Company's cost of equity capital, the Company's expectations regarding the use of proceeds from future financing transactions, and the timing and magnitude of future financing transactions are forward looking statements that involve risks and uncertainties which could cause actual results to be different than such forward looking statements including, but not limited to, market demand, the effect of changes in economic conditions, the effect of changes in interest rates and the demand for the Company's securities, the impact of competition and competitive pricing, the results of financing efforts, the effect of the Company's accounting policies and other risks detailed in the Company's Securities and Exchange Commission filings. All forward-looking statements and reasons why results may differ included in this press release are made as of the date hereof, and we assume no obligation to update any such forward-looking statement or reason why actual results may differ.

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