Sec Form 4 Filing - COUVILLION J DONALD @ EQUITY RESIDENTIAL - 2004-03-02

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 COUVILLION J DONALD 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) 03/02/2004 (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 03/02/2004 M 13,523 A $ 23.55 36,465 ( 1 ) D Common Shares of Beneficial Interest 03/02/2004 M 2,773 A $ 21.0625 39,238 ( 1 ) D Common Shares of Beneficial Interest 03/02/2004 S 16,296 D $ 30.4285 22,942 ( 1 ) D Common Shares of Beneficial Interest 03/02/2004 S 3,310 D $ 30.28 16,570 ( 2 ) I SERP Account Common Shares of Beneficial Interest 200 ( 3 ) I Joint Tenancy w/spouse

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) $ 21.0625 03/02/2004 M 2,773 01/24/2001 01/24/2010 Common Shares of Beneficial Interest 2,773 $ 30.4285 0 ( 4 ) D Non-Qualified Stock Option (right to buy) $ 23.55 03/02/2004 M 13,523 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 13,523 $ 30.4285 27,048 ( 5 ) D Non-Qualified Stock Option (right to buy) $ 25.0625 12/23/2000 12/23/2007 Common Shares of Beneficial Interest 26,750 26,750 ( 4 ) D Non-Qualified Stock Option (right to buy) $ 25.3438 01/07/2001 01/07/2008 Common Shares of Beneficial Interest 20,000 20,000 ( 4 ) D Non-Qualified Stock Option (right to buy) $ 25.844 01/18/2002 01/18/2011 Common Shares of Beneficial Interest 14,508 14,508 ( 6 ) D Non-Qualified Stock Option (right to buy) $ 27.2 01/16/2003 01/16/2012 Common Shares of Beneficial Interest 36,767 36,767 ( 7 ) D Non-Qualified Stock Option (right to buy) $ 29.25 01/27/2004 01/27/2014 Common Shares of Beneficial Interest 24,892 24,892 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COUVILLION J DONALD TWO NORTH RIVERSIDE PLAZA, SUITE 400 CHICAGO, IL60606 Executive Vice President Signatures J. Donald Couvillion 03/02/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares reported herein are owned by The Security Trust Company, as Trustee of the Equity Residential Properties Trust Supplemental Retirement Plan for the benefit of the Reporting Person and were acquired through Equity Residential Properties Trust's Employee Share Purchase Plan. ( 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 )Shares reported herein are indireclty owned by Mr. Couvillion and his spouse in joint tenancy. ( 4 )Share options reported on this line are fully exercisable. ( 5 )13,523 share options reported herein will become exercisable on February 7, 2004; 13,524 share options will become exercisable on February 7, 2005; and 13,524 share options will become exercisable on February 7, 2006. ( 6 )9,672 share options reported on this line are exercisable; and 4,836 share options will become exercisable on January 18, 2004. ( 7 )12,255 share options reported on this are currently exercisable; 12,256 share options will vest on January 16, 2004; and 12,255 share options will vest on January 16, 2005. ( 8 )Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007.

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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