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 * ATWOOD CHARLES L   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) HARRAH'S ENTERTAINMENT, INC., ONE CEASARS PALACE DR. 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2007 (Street) LAS VEGAS, NV 89109-8969 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               8,057.092 (1) D   Common Shares of Beneficial Interest 02/28/2007   A   499 A $ 43.17 7,191.78 (2) I SERP Account

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)

$ 26.24

08/08/1988

07/01/2013

Common Shares of Beneficial Interest

5,427

5,427 (3)

D

Non-Qualified Stock Option (right to buy)

$ 29.25

01/27/2004

01/27/2014

Common Shares of Beneficial Interest

5,532

5,532 (4)

D

Non-Qualified Stock Option (right to buy)

$ 31.76

02/03/2005

02/03/2015

Common Shares of Beneficial Interest

4,743

4,743 (5)

D

Non-Qualified Stock Option (right to buy)

$ 42.8

08/03/2006

02/03/2016

Common Shares of Beneficial Interest

4,445

4,445 (6)

D

Non-Qualified Stock Option (right to buy)

$ 53.5

(7)

02/08/2017

Common Shares of Beneficial Interest

2,998

2,998

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ATWOOD CHARLES L HARRAH'S ENTERTAINMENT, INC. ONE CEASARS PALACE DR. LAS VEGAS, NV 89109-8969	X

Signatures

By: Barbara Shuman, Attorney-in-fact		03/02/2007
**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).
(5)	Share options reported on this line will become exercisable in three equal installments on August 3, 2005; February 3, 2006 and February 3, 2007.
(4)	Share options reported on this line will become exercisable in three equal installments on July 27, 2004; January 27, 2005 and January 27, 2006.
(3)	The options become exercisable in three equal installments on January 1, 2004, July 1, 2004 and July 1, 2005.
(6)	Share options reported on this line will become exercisable in three equal installments on August 3, 2006; February 3, 2007 and February 3, 2008.
(1)	Direct total includes restricted shares.
(2)	Shares reported herein are owned by the AST Trust Company, as Trustee of the Equity Residential Supplemental Retirement Plan for the benefit of the reporting person and were acquired through Equity Residential's Employee Share Purchase Plan.
(7)	Represents share options scheduled to vest in three equal installments on August 8, 2007, February 8, 2008 and February 8, 2009.

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