8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 20549 

FORM 8-K 

Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 20, 2004 (December 17, 2004)

ESSEX PROPERTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

001-13106

(Commission File Number)

Maryland	77-0369576
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

925 East Meadow Drive, Palo Alto, California 94303

(Address of Principal Executive Offices) (Zip Code)

(650) 494-3700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 8.01 Other Events

On August 30, 2007, Essex Property Trust, Inc. announced in a press release the Company’s Common Stock Repurchase Plan. 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 9.01 Financial Statements and Exhibits

(a) - (b) Not applicable.

(c) Exhibits.

Exhibit Number	Description
99.1	Press release issued by Essex Property Trust, Inc., dated August 30, 2007.

SIGNATURE

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.

Date: August 30, 2007
	Essex Property Trust, Inc.
	By: /s/ Michael T. Dance
		Michael T. Dance
		Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by Essex Property Trust, Inc., dated August 30, 2007.

EX-99.1

FOR IMMEDIATE RELEASE

Nicole Culbertson

(650) 849-1649

Essex Property Trust Announces

Common Stock Repurchase Plan

Palo Alto, California – August 30, 2007 – Essex Property Trust, Inc. (NYSE:ESS) a fully integrated Real Estate Investment Trust (REIT) that invests in apartment communities located in highly desirable, supply-constrained markets, announced today that the Company's Board of Directors has authorized a stock repurchase program allowing the Company to acquire shares in an aggregate amount of up to $200 million.

The timing and amount of the share repurchases will depend on market pricing as well as other conditions and factors. Repurchases may be made by the Company or its Operating Partnership, Essex Portfolio, L.P., (of which the Company is the general partner) from time to time on the open market or otherwise. Repurchases may also be made under a Rule 10b5-1 plan, which the Company may enter into. Rule 10b5-1 plan allows the Company to repurchase shares at times when it would ordinarily not be able to. Currently, the Company has 27,874,574 shares of Common Stock outstanding as of June 30, 2007. Essex will use its working capital or proceeds from the sale of properties to provide funding for this repurchase program.

This program supersedes the common stock repurchase plan that Essex announced on May 16, 2001.

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 markets. Essex currently has ownership interests in 136 apartment communities (27,808 units), and has 1,108 units in various stages of development. Additional information about Essex can be found on the Company’s web site at www.essexpropertytrust.com.

Forward-looking statement – 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, unexpected changes in the economic conditions and market demand. All forward-looking statements are made as of today, and the Company assumes no obligation to update this information. For more details relating to risk and uncertainties that could cause actual results to differ materially from those anticipated in our forward-looking statements, and risks to our business in general, please refer to our SEC filings, including our most recent Report on Form 10-Q for the period ending June 30, 2007 and Form 10-K for the year ended December 31, 2006.

925 East Meadow Drive Palo Alto California 94303  telephone 650 494 3700  facsimile 650 494 8743

www.essexpropertytrust.com