Sec Form 4 Filing - MCHUGH MICHAEL J @ EQUITY RESIDENTIAL - 2005-03-04

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 MCHUGH MICHAEL J 2. Issuer Name and Ticker or Trading Symbol EQUITY RESIDENTIAL [ EQR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2005 (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 03/04/2005 M 1,600 A $ 23.55 36,652 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 S 1,600 D $ 33.7 35,052 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 M 2,100 A $ 23.55 37,152 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 S 2,100 D $ 33.71 35,052 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 M 900 A $ 23.55 35,952 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 S 900 D $ 33.72 35,052 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 M 600 A $ 23.55 35,652 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 S 600 D $ 33.73 35,052 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 M 1,900 A $ 23.55 36,952 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 S 1,900 D $ 33.74 35,052 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 M 3,000 A $ 23.55 38,052 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 S 3,000 D $ 33.75 35,052 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 M 700 A $ 23.55 35,752 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 S 700 D $ 33.76 35,052 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 M 1,042 A $ 23.55 36,094 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 S 1,042 D $ 33.81 35,052 ( 1 ) D Common Shares of Beneficial Interest 03/04/2005 S 5,367 D $ 33.75 8,624 ( 2 ) 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 03/04/2005 M 1,600 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 1,600 $ 33.7 22,084 ( 3 ) D Non-Qualified Stock Option (right to buy) $ 23.55 03/04/2005 M 2,100 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 2,100 $ 33.71 19,984 ( 3 ) D Non-Qualified Stock Option (right to buy) $ 23.55 03/04/2005 M 900 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 900 $ 33.72 19,084 ( 3 ) D Non-Qualified Stock Option (right to buy) $ 23.55 03/04/2005 M 600 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 600 $ 33.73 18,484 ( 3 ) D Non-Qualified Stock Option (right to buy) $ 23.55 03/04/2005 M 1,900 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 1,900 $ 33.74 16,584 ( 3 ) D Non-Qualified Stock Option (right to buy) $ 23.55 03/04/2005 M 3,000 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 3,000 $ 33.75 13,584 ( 3 ) D Non-Qualified Stock Option (right to buy) $ 23.55 03/04/2005 M 700 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 700 $ 33.76 12,884 ( 3 ) D Non-Qualified Stock Option (right to buy) $ 23.55 03/04/2005 M 1,042 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 1,042 $ 33.81 11,842 ( 3 ) D Non-Qualified Stock Option (right to buy) $ 27.2 01/16/2003 01/16/2012 Common Shares of Beneficial Interest 9,039 9,039 ( 4 ) D Non-Qualified Stock Option (right to buy) $ 29.25 01/27/2004 01/27/2014 Common Shares of Beneficial Interest 34,579 34,579 ( 5 ) D Non-Qualified Stock Option (right to buy) $ 31.76 02/03/2005 02/03/2015 Common Shares of Beneficial Interest 40,248 40,248 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCHUGH MICHAEL J TWO NORTH RIVERSIDE PLAZA, SUITE 400 CHICAGO, IL60606 Executive Vice President Signatures Michael J McHugh 03/07/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares reported on this line are owned directly and some of the shares are subject to vesting. ( 2 )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. ( 3 )11,842 share options reported herein will become exercisable on February 7, 2004; 11,842 share options will become exercisable on February 7, 2005; 11,842 share options will become exercisable on February 7, 2006. ( 4 )9,038 share options reported herein are currently exercisable; 9,038 share options are scheduled to vest on January 16, 2004; and 9,039 share options are scheduled to vest on January 16, 2005. ( 5 )Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007. ( 6 )Share options reported on this line will become exercisable in three equal installments on February 3, 2006; February 3, 2007 and February 3, 2008.

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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