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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

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 (Month/Day/Year) 01/02/2006 (Street) CHICAGO, IL 60606 4. If Amendment, Date Original Filed(Month/Day/Year) 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 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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)

$ 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, IL 60606	X		Chief Executive Officer

Signatures

By: Barbara Shuman, Attorney-in-fact		01/05/2006
**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).
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.