Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
NEITHERCUT DAVID 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 (Month/Day/Year)
02/28/2005
(Street)

CHICAGO, IL 60606		 4. If Amendment, Date Original Filed(Month/Day/Year)
03/02/2005		 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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               106,340 (1) D  
Common Shares of Beneficial Interest 02/28/2005   A   3,585 A $ 27.89 134,011 (2) I SERP Account
Common Shares of Beneficial Interest 02/28/2005   S   1,400 D $ 32.31 132,611 (2) I SERP Account
Common Shares of Beneficial Interest 02/28/2005   S   700 D $ 32.32 131,911 (2) I SERP Account
Common Shares of Beneficial Interest 02/28/2005   S   995 D $ 32.33 130,916 (2) I SERP Account
Common Shares of Beneficial Interest               2,874 (3) I Limited Partnership

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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) $ 20.0938             01/18/2000 01/18/2009 Common Shares of Benefical Interest 149,246   149,246 (4) D  
Non-Qualified Stock Option (right to buy) $ 20.75             01/28/2000 01/28/2007 Common Shares of Benefical Interest 12,500   12,500 (4) D  
Non-Qualified Stock Option (right to buy) $ 21.0625             01/24/2001 01/24/2010 Common Shares of Benefical Interest 65,282   65,282 (4) D  
Non-Qualified Stock Option (right to buy) $ 23.55             02/07/2004 02/07/2013 Common Shares of Benefical Interest 100,987   100,987 (5) D  
Non-Qualified Stock Option (right to buy) $ 25.3438             01/07/2001 01/07/2008 Common Shares of Benefical Interest 90,000   90,000 (4) D  
Non-Qualified Stock Option (right to buy) $ 25.844             01/18/2002 01/18/2011 Common Shares of Benefical Interest 67,704   67,704 (6) D  
Non-Qualified Stock Option (right to buy) $ 27.2             01/16/2003 01/16/2012 Common Shares of Benefical Interest 79,965   79,965 (7) D  
Non-Qualified Stock Option (right to buy) $ 27.6             07/11/2002 07/11/2011 Common Shares of Benefical Interest 65,000   65,000 (8) D  
Non-Qualified Stock Option (right to buy) $ 29.25             01/27/2004 01/27/2014 Common Shares of Benefical Interest 116,151   116,151 (9) D  
Non-Qualified Stock Option (right to buy) $ 31.76             02/03/2005 02/03/2015 Common Shares of Benefical Interest 139,210   139,210 (10) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NEITHERCUT DAVID J
TWO NORTH RIVERSIDE PLAZA, SUITE 400
CHICAGO, IL 60606		       Executive Vice President  

Signatures

 Yasmina Duwe, Attorney-in-fact   02/07/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares reported on this line are owned directly and some of the shares (including the shares which are subject to the grant award reported herein) are subject to vesting. The original Form 4 filed on March 2, 2005 incorrectly decreased the total in this column by 20,261 shares and incorrectly increased the total shares indirectly owned by the Reporting Person in his SERP Account by 20,261 shares.
(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. The original Form 4 filed on March 2, 2005 incorrectly increased the total in this column by 20,261 shares and incorrectly decreased the total shares directly owned by the Reporting Person by 20,261 shares.
(3) Shares on this line are benefically owned by the Benemi Partners, L.P., of which Mr. Neithercut is the general partner.
(4) Share options on this line are fully exercisable.
(5) 33,662 share options reported herein will become exercisable on February 7, 2004; 33,662 share options will become exercisable on February 7, 2005; 33,663 share options will become exercisable on February 7, 2006.
(6) 45,136 share options reported herein are currently exercisable and 22,568 share options will become exercisable on January 18, 2004.
(7) 26,655 share options reported herein are currently exercisable; 26,655 share options will become exercisable on January 16, 2004; and 26,655 share options will become exercisable on January 16, 2005.
(8) One-third of the share options reported on this line are exercisable; one-third will become exercisable on July 11, 2003; and one-third will become exercisable on July 11, 2004.
(9) Share options reported on this line will become exercisable in three equal installments on January 27, 2005, January 27, 2006 and January 27, 2007.
(10) Share options reported on this line will become exercisable in three equal installments on February 3, 2006, February 3, 2007 and February 3, 2008.

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