Sec Form 4 Filing - DUNCAN BRUCE W @ EQUITY RESIDENTIAL - 2006-01-02

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 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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1. Name and Address of Reporting Person DUNCAN BRUCE W 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2006 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Shares of Beneficial Interest 01/02/2006 A( 1 ) 17,239 A $ 0 210,074 ( 2 ) D Common Shares of Beneficial Interest 01/02/2006 A( 1 ) 72,524 A $ 0 282,598 ( 2 ) D Common Shares of Beneficial Interest 01/02/2006 A( 1 ) 15,828 A $ 0 32,907 ( 3 ) I SERP Account Common Shares of Beneficial Interest 01/02/2006 A( 1 ) 6,985 A $ 0 39,892 ( 3 ) I SERP Account Common Shares of Beneficial Interest 01/02/2006 A( 1 ) 15,470 A $ 0 55,362 ( 3 ) I SERP Account Common Shares of Beneficial Interest 01/02/2006 A( 1 ) 17,632 A $ 0 72,994 ( 3 ) I SERP Account

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 23.55 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 56,274 56,274 ( 4 ) D Non-Qualified Stock Option (right to buy) $ 29.25 01/27/2004 01/27/2014 Common Shares of Beneficial Interest 188,976 188,976 ( 5 ) D Non-Qualified Stock Option (right to buy) $ 31.76 02/03/2005 02/03/2015 Common Shares of Beneficial Interest 330,504 330,504 ( 6 ) D Non-Qualified Stock Option (right to buy) $ 39.99 01/02/2006 A 247,254 01/03/2006 01/03/2016 Common Shares of Beneficial Interest 247,254 $ 0 247,254 ( 7 ) D Non-Qualified Stock Option (right to buy) $ 39.99 01/02/2006 A 42,614 01/02/2006 01/02/2016 Common Shares of Beneficial Interest 42,614 $ 0 42,614 ( 8 ) D Operating Partnership Units $ 0 03/14/2002 08/08/1988 Common Shares of Beneficial Interest 44,794 44,794 ( 9 ) I Revocable Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DUNCAN BRUCE W TWO NORTH RIVERSIDE PLAZA, SUITE 400 CHICAGO, IL60606 X Chief Executive Officer Signatures By: Barbara Shuman, Attorney-in-fact 01/05/2006 Signature of Reporting Person Date

Explanation of Responses:

( 7 )Share options reported on this line are fully exercisable. ( 9 )OP Units reported herein are indirectly held by Mr. Duncan in the Bruce W. Duncan Revocable Trust under trust agreement dated July 29, 1993. ( 8 )Share options reported on this line are fully exercisable. ( 1 )Restricted shares awarded on January 2, 2006 and vested in full as of January 3, 2006. ( 4 )Share options reported on this line are fully exercisable. ( 3 )Shares reported herein are owned by The Security Trust Company, as Trustee of the Equity Residential Supplemental Retirement Plan for the benefit of the Reporting Person. ( 2 )Included in Mr. Duncan's directly held shares are 183,763 restricted shares which were previously reported on Form 4s to reflect the following grants: Frebruary 7, 2003 for 35,644; January 27, 2004 for 65,705 and February 3, 2005 for 82,414. The 183,763 restricted shares have vested in full as of December 31, 2005. ( 5 )Share options reported on this line are fully exercisable. ( 6 )Share options reported on this line are fully exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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