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): February 5, 2008

EQUITY RESIDENTIAL
(Exact Name of Registrant as Specified in its Charter)

Maryland

1-12252

13-3675988

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Two North Riverside Plaza

Chicago, Illinois

60606

(Address of principal executive offices)

(Zip Code)

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

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 2.02. Results of Operations and Financial Condition.

On February 5, 2008, Equity Residential issued a press release announcing its results of operations and financial condition as of December 31, 2007 and for the year and quarter then ended. The press release is attached hereto as Exhibit 99.1. The information contained in this report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Equity Residential under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number

 

Exhibit

99.1

Press Release dated February 5, 2008, announcing the results of operations and financial condition of Equity Residential as of December 31, 2007 and for the year and quarter then ended.

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.

EQUITY RESIDENTIAL

 

 

Date:

February 5, 2008

By:

/s/ Ian S. Kaufman

Name:

Ian S. Kaufman

Title:

First Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit
Number

 

Exhibit

99.1

Press Release dated February 5, 2008, announcing the results of operations and financial condition of Equity Residential as of December 31, 2007 and for the year and quarter then ended.