AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1998



              		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): September 22, 1998


                  ERP OPERATING LIMITED PARTNERSHIP
              (Exact Name of Registrant as Specified in Charter)



MARYLAND                      0-24920                  36-3894853
(State or other         (Commission File Number)    (IRS  Employer 
Jurisdiction of                                     Identification No.)
Incorporation)

         TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, ILLINOIS 60606
               (Address of Principal Executive Office)   (Zip Code)


    Registrant's telephone number, including area code:  (312) 474-1300



                                NOT APPLICABLE
         (Former Name or Former Address, if Changed Since Last Report)






ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

     On  August  27, 1997, Evans Withycombe Residential, L.P.,  a  Delaware
limited partnership  ("EWRLP")  and  ERP  Operating Limited Partnership, an
Illinois  limited  partnership  ("ERP") entered  into  that  certain  Asset
Contribution Agreement dated August  27, 1997.  On September 22, 1998 EWRLP
contributed, effective as of June 30,  1998,  all of its assets, subject to
certain  specified  exceptions  as  provided  in  the   Asset  Contribution
Agreement, to ERP in exchange for 6,216,949 ERP Units and the assumption by
ERP of the liabilities of EWRLP other than the liabilities of EWRLP related
to the assets retained by EWRLP.  EWRLP transferred the 6,216,949 ERP Units
received by it to seven EWRLP limited partners in full redemption  of their
interests  in  EWRLP  and  to  ERP  and  EQR in partial redemption of their
interest  in  EWRLP.   The ERP Units transferred  to  ERP  were  cancelled.
Thereafter, on September  22,  1998, Equity Residential Properties Trust, a
Maryland real estate investment  trust ("EQR") contributed, effective as of
June 30, 1998, 5,155,985 of the remaining 5,155,990 EWRLP Units it owned to
ERP, including its interest as a general  partner of EWRLP, in exchange for
5,155,985  ERP  Units.  As a result of the foregoing  transfers,  ERP  owns
99.99% of the outstanding EWRLP Units.

ITEM 7.   FINANCIAL   INFORMATION,  PRO  FORMA  FINANCIAL  INFORMATION  AND
EXHIBITS.

     (A)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

          Not applicable  as  financial  statements  have  been  previously
          reported.

     (B)  PRO FORMA FINANCIAL INFORMATION

          Not  applicable  as the pro forma financial statements have  been
          previously reported.


     (C)  EXHIBITS

     2.1  Asset Contribution  Agreement,  dated  August  27,  1997,  by and
          between  ERP  Operating  Limited Partnership and Evans Withycombe
          Residential, L.P. (incorporated  by  reference  to  Appendix A of
          ERP's Consent Solicitation/Prospectus/Information Statement dated
          November 24, 1997 relating to the consent solicitation of EWRLP's
          limited partners and the information statement furnished to ERP's
          limited  partners which was part of ERP's registration  statement
          on Form S-4 (SEC File No. 333-36053)).








                            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.



ERP OPERATING LIMITED PARTNERSHIP


By:  EQUITY RESIDENTIAL PROPERTIES
     TRUST, its General Partner


By:     /S/ BRUCE C. STROHM
Name:	  BRUCE C. STROHM
Its:EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL


     Dated: September 22, 1998