UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 2, 2005

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

           Maryland                       1-12252                13-3675988
  (State or other jurisdiction          (Commission            (I.R.S. Employer
of incorporation or organization)       File Number)         Identification No.)

 Two North Riverside Plaza, Suite 400
           Chicago, Illinois                                    60606
(Address of principal executive offices)                      (Zip Code)

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

                         http://www.equityapartments.com
                         -------------------------------
                             (Registrant's web site)

                                 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 (see General Instruction A.2. below):

[ ] 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 2, 2005, Equity Residential issued a press release announcing
its results of operations and financial condition as of December 31, 2004 and
for the year and quarter then ended. The press release is attached hereto as
Exhibit 99.1. The information contained in this Current 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 2, 2005, announcing the results of
               operations and financial condition of Equity Residential as of
               December 31, 2004 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 2, 2005           By:   /s/  MICHAEL J. McHUGH
                                       =========================================

                                 Name: Michael J. McHugh
                                       =========================================

                                 Its:  Executive Vice President, Chief
                                       Accounting Officer and Treasurer
                                       =========================================