Edgar Filing: EQUITY RESIDENTIAL

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ZELL SAMUEL

2. Issuer Name and Ticker or Trading Symbol
EQUITY RESIDENTIAL [EQR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Chairman of the Board

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2008

(Street)

CHICAGO, IL 60606

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest								1,619,039.5883 ⁽¹⁾	D
Common Shares of Beneficial Interest								600 ⁽²⁾	I	By Spouse, Trustee for Helen Zell Revocable Trust
Common Shares of Beneficial Interest								1,206,968 ⁽³⁾	I	Samstock, L.L.C.
Common Shares of Beneficial Interest								22,056.31 ⁽⁴⁾	I	Samuel Zell Revocable Trust
Common Shares of Beneficial Interest	02/08/2008		A		500	A	$ 36.98	365,250.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		1,300	A	$ 36.99	366,550.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		1,100	A	$ 37	367,650.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		3,600	A	$ 37.01	371,250.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		200	A	$ 37.0125	371,450.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		100	A	$ 37.013	371,550.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		193	A	$ 37.0175	371,743.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		3,941	A	$ 37.02	375,684.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		183	A	$ 37.025	375,867.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		307	A	$ 37.0275	376,174.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		10,822	A	$ 37.03	386,996.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		200	A	$ 37.035	387,196.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		2,200	A	$ 37.04	389,396.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		814	A	$ 37.05	390,210.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		4,000	A	$ 37.06	394,210.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		1,300	A	$ 37.07	395,510.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		400	A	$ 37.08	395,910.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		1,600	A	$ 37.09	397,510.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		149	A	$ 37.1	397,659.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		1,151	A	$ 37.11	398,810.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		2,515	A	$ 37.12	401,325.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest	02/08/2008		A		1,038	A	$ 37.13	402,363.9189 ⁽⁵⁾	I	SERP Account
Common Shares of Beneficial Interest								1,246 ⁽⁶⁾	I	SZ JoAnn Trust
Common Shares of Beneficial Interest								1,246 ⁽⁷⁾	I	SZ Kellie Trust
Common Shares of Beneficial Interest								1,246 ⁽⁸⁾	I	SZ Matthew Trust
Common Shares of Beneficial Interest								60,000 ⁽⁹⁾	I	Zell Family Foundation

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ZELL SAMUEL TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL 60606	X			Chairman of the Board

Signatures

By: Yasmina Duwe, Attorney-in-fact		02/12/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(2)	Shares reported herein are beneficially owned by the Helen Zell Revocable Trust (HZRT). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT. Mr. Zell disclaims beneficial ownership of the shares reported as beneficially owned by him except to the extent of his pecuniary interest therein.
(8)	Shares reported herein are beneficially owned by the SZ Matthew Trust (SZMT), of which Chai Trust Company, L.L.C. (Chai Trust) is the sole Trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is beneficiary of the SZMT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.
(9)	Shares reported herein are beneficially owned by the Zell Family Foundation (Foundation). Mr. Zell is a director of the Foundation and does not have a pecuniary interest in such shares.
(3)	Shares reported herein are beneficially owned by Samstock, L.L.C. (Samstock). The sole member of Samstock is SZ Investments, L.L.C. (SZ). The managing member of SZ is Zell General Partnership, Inc. (Zell GP). Sam Investment Trust (SIT) is the sole stockholder of Zell GP, and Chai Trust Company, L.L.C. (Chai Trust) is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4)	Mr. Zell is sole trustee and beneficiary of the Samuel Zell Revocable Trust, and, as such, he may be deemed the beneficial owner of the shares reported herein.
(6)	Shares reported herein are beneficially owned by the SZ JoAnn Trust (SZJT), of which Chai Trust Company, L.L.C. (Chai Trust) is the sole Trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is beneficiary of SZJT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.
(1)	Direct total includes restricted shares of the Company scheduled to vest in the future along with shares acquired through dividend reinvestments.
(5)	Represents shares owned by AST Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
(7)	Shares reported herein are beneficially owned by the SZ Kellie Trust (SZKT), of which Chai Trust Company, L.L.C. (Chai Trust) is the sole Trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is beneficiary of the SZKT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.

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