UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q

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[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 333-44467-01

Essex Portfolio, L.P.



|Maryland                                                       | 77-0369575                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

925 East Meadow Drive
Palo Alto, California     94303

(650) 494-3700







Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [   ]







ESSEX PORTFOLIO, L.P.
                                    FORM 10-Q
                                     INDEX



|PART I.   FINANCIAL INFORMATION                                                                                                                                        | Page No.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                                                                       |         
|Item 1.   Interim Financial Statements
                  (unaudited):                                                                                                  |         
|                                                                                                                                                                       |         
|Consolidated Balance Sheets as of September 30, 2002
         and December 31, 2001                                                                                    | 4       
|                                                                                                                                                                       |         
|Consolidated Statements of Operations for the three
          
         and nine months ended September 30, 2002 and 2001                                              | 5       
|                                                                                                                                                                       |         
|Consolidated Statements of Partners' Capital
          
         for the nine months ended September 30, 2002
          
         and the year ended December 31, 2001 | 6       
|                                                                                                                                                                       |         
|Condensed Consolidated Statements of Cash Flows
          
         for the nine months ended September 30, 2002 and 2001                                              | 7       
|                                                                                                                                                                       |         
|Notes to Consolidated Financial Statements                                                                                                                             | 9       
|                                                                                                                                                                       |         
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                                                  | 18      
|                                                                                                                                                                       |         
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                                                                   | 27      
|Item 4.   Controls and Procedures                                                                                                                                      | 27      
|                                                                                                                                                                       |         
|PART II.  OTHER INFORMATION                                                                                                                                            |         
|                                                                                                                                                                       |         
|Item 6.   Exhibits and Reports on Form 8-K                                                                                                                             | 28      
|                                                                                                                                                                       |         
|Signature                                                                                                                                                              | 29      
|                                                                                                                                                                       |         
|Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                     | 30      
|                                                                                                                                                                       |         
|Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                     | 32      

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Part I -- Financial Information

Item 1: Financial Statements (Unaudited)


'

Essex Portfolio, L.P., a California limited partnership, (the "Operating Partnership") effectively holds the
assets and liabilities and conducts the operating activities of Essex Property Trust, Inc. ("Essex" or the
"Company").  Essex Property Trust, Inc., a real estate investment trust incorporated in the State of
Maryland, is the sole general partner of the Operating Partnership.

'

The information furnished in the accompanying consolidated unaudited balance sheets, statements of
operations, partners' capital and cash flows of the Operating Partnership reflects all adjustments which are,
in the opinion of management, necessary for a fair presentation of the aforementioned financial statements
for the interim periods.

'

The accompanying unaudited consolidated financial statements should be read in conjunction with the
notes to such financial statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations.

---

ESSEX PORTFOLIO, L.P.

Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands)

`September 30, December 31,
                                                                2002          2001
                                                            ------------  ------------
                          Assets
Real estate:
  Rental properties:
     Land and land improvements                            $    294,942  $    291,913
     Buildings and improvements                                 909,567       883,287
                                                            ------------  ------------
                                                              1,204,509     1,175,200
     Less accumulated depreciation                             (182,011)     (156,269)
                                                            ------------  ------------
                                                              1,022,498     1,018,931
  Investments                                                    77,621        95,460
  Real estate under development                                 135,178        93,256
                                                            ------------  ------------
                                                              1,235,297     1,207,647
Cash and cash equivalents-unrestricted                            2,147         6,440
Cash and cash equivalents-restricted                              8,489        17,163
Notes receivable from investees and related parties              25,436        56,014
Notes and other receivables                                      69,423        29,771
Prepaid expenses and other assets                                 9,966         6,699
Deferred charges, net                                             5,907         5,724
                                                            ------------  ------------
                                                           $  1,356,665  $  1,329,458
                                                            ============  ============

            Liabilities and Partners' Capital
Mortgage notes payable                                     $    559,900  $    564,201
Lines of credit                                                 121,959        74,459
Accounts payable and accrued liabilities                         28,182        29,577
Dividends payable                                                17,876        16,559
Other liabilities                                                 6,754         6,583
                                                            ------------  ------------
          Total liabilities                                     734,671       691,379
Minority interests                                                5,716         6,352
Partners' capital:
  General partner:
    Common equity                                               370,753       386,599
    Preferred equity                                                 --            --
                                                            ------------  ------------
                                                                370,753       386,599

  Limited partner:
    Common equity                                                41,035        40,638
    Preferred equity                                            204,490       204,490
                                                            ------------  ------------
                                                                245,525       245,128
                                                            ------------  ------------
          Total partners' capital                               616,278       631,727
                                                            ------------  ------------
Commitments and contingencies
          Total liabilities and partners' capital          $  1,356,665  $  1,329,458
                                                            ============  ============`

See accompanying notes to the consolidated unaudited financial statements.

---

ESSEX PORTFOLIO, L.P.

Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except per unit amounts)

`Three Months Ended        Nine Months Ended
                                                                            September 30,             September 30,
                                                                        ------------------------  ------------------------
                                                                           2002         2001         2002         2001
                                                                        -----------  -----------  -----------  -----------
Revenues:
   Rental                                                              $    42,337  $    44,325  $   126,223  $   132,942
   Other property                                                            1,292        1,358        4,004        4,262
                                                                        -----------  -----------  -----------  -----------
      Total property                                                        43,629       45,683      130,227      137,204
   Interest and other                                                        5,166        5,553       18,961       14,149
                                                                        -----------  -----------  -----------  -----------
      Total revenues                                                        48,795       51,236      149,188      151,353
                                                                        -----------  -----------  -----------  -----------
Expenses:
   Property operating expenses
      Maintenance and repairs                                                2,965        2,804        8,131        8,393
      Real estate taxes                                                      3,158        3,108        9,426        9,085
      Utilities                                                              2,050        2,260        6,333        7,136
      Administrative                                                         3,403        3,624       10,075       10,811
      Advertising                                                              658          646        2,011        1,989
      Insurance                                                                604          303        1,436          792
      Depreciation and amortization                                          9,129        9,102       27,229       26,666
                                                                        -----------  -----------  -----------  -----------
                                                                            21,967       21,847       64,641       64,872
   Interest                                                                  8,621       10,016       26,062       28,896
   Amortization of deferred financing costs                                    147          143          442          510
   General and administrative                                                1,482        1,838        4,747        5,566
                                                                        -----------  -----------  -----------  -----------
      Total expenses                                                        32,217       33,844       95,892       99,844
                                                                        -----------  -----------  -----------  -----------
      Income from continuing operations before gain on sale of
        real estate, minority interests and discontinued operations         16,578       17,392       53,296       51,509
   Gain on sale of real estate                                                  --        3,788           --        3,788
   Minority interests                                                          (27)         (28)        (105)         (75)
                                                                        -----------  -----------  -----------  -----------
      Income from continuing operations                                     16,551       21,152       53,191       55,222

Discontinued operations:
   Income from real estate sold                                                 --          159          253          499
   Gain on sale of real estate                                                  --           --        9,051           --
                                                                        -----------  -----------  -----------  -----------
   Income from discontinued operations                                          --          159        9,304          499
                                                                        -----------  -----------  -----------  -----------
      Net income                                                            16,551       21,311       62,495       55,721
Dividends on preferred units - general partner                                  --           --           --           --
Dividends on preferred units - limited partner                              (4,580)      (4,580)     (13,741)     (13,739)
                                                                        -----------  -----------  -----------  -----------
      Net income available to common units                             $    11,971  $    16,731  $    48,754  $    41,982
                                                                        ===========  ===========  ===========  ===========
Per Operating Partnership unit data:
   Basic:
      Income from continuing operations                                $      0.58  $      0.80  $      1.90  $      2.01
      Income from discontinued operations                                       --         0.01         0.45         0.02
                                                                        -----------  -----------  -----------  -----------
      Net income                                                       $      0.58  $      0.81  $      2.35  $      2.03
                                                                        ===========  ===========  ===========  ===========
      Weighted average number of partnership
        units outstanding during the period                             20,585,968   20,779,226   20,723,668   20,680,335
                                                                        ===========  ===========  ===========  ===========
   Diluted:
      Income from continuing operations                                $      0.58  $      0.78  $      1.88  $      1.98
      Income from discontinued operations                                       --         0.01         0.45         0.02
                                                                        -----------  -----------  -----------  -----------
      Net income                                                       $      0.58  $      0.79  $      2.33  $      2.00
                                                                        ===========  ===========  ===========  ===========
      Weighted average number of partnership
        units outstanding during the period                             20,749,211   21,093,631   20,882,970   21,003,100
                                                                        ===========  ===========  ===========  ===========

   Distributions per Operating Partnership common units                $      0.77  $      0.70  $      2.31  $      2.10
                                                                        ===========  ===========  ===========  ===========`

See accompanying notes to the consolidated unaudited financial statements.

---

ESSEX PORTFOLIO, L.P.

                 Consolidated Statements of Partners' Capital

                 for the nine months ended September 30, 2002 and the

                          year ended December 31, 2001

                                   (Unaudited)

                        (Dollars and units in thousands)

`General Parner                   Limited Parners
                                  -------------------------------  -------------------------------
                                                        Preferred                        Preferred
                                  Common Equity          Equity    Common Equity          Equity
                                  --------------------  ---------  --------------------  ---------
                                    Units     Amount     Amount      Units     Amount     Amount       Total
                                  ---------  ---------  ---------  ---------  ---------  ---------   ---------
Balances at December 31, 2000       18,417  $ 391,675  $      --      2,129  $  33,276  $ 204,490   $ 629,441

Contribution-net proceeds
   from options exercised              112      2,906         --         --         --         --       2,906
Shares purchased by
   Operating Partnership              (101)    (4,822)        --         --         --         --      (4,822)
Redemption of limited partner
   common units                         --         --         --        (52)    (2,652)        --      (2,652)
Issuance of limited partner
   common units                         --         --         --        209     10,381         --      10,381
Net income                              --     48,545         --         --      5,884     18,319      72,748
Partners' distributions                 --    (51,705)        --         --     (6,251)   (18,319)    (76,275)
                                  ---------  ---------  ---------  ---------  ---------  ---------   ---------
Balances at December 31, 2001       18,428    386,599         --      2,286     40,638    204,490     631,727

Contribution-net proceeds
   from options exercised              244      3,307         --         --         --         --       3,307
Shares purchased by
   Operating Partnership              (411)   (19,715)        --         --         --         --     (19,715)
Redemption of limited partner
   common units                         --         --         --         (6)      (309)        --        (309)
Vested series Z incentive units         --         --         --         40        647         --         647
Net income                              --     43,269         --         --      5,485     13,741      62,495
Partners' distributions                 --    (42,707)        --         --     (5,426)   (13,741)    (61,874)
                                  ---------  ---------  ---------  ---------  ---------  ---------   ---------
Balances at September 30, 2002      18,261  $ 370,753  $      --      2,320  $  41,035  $ 204,490   $ 616,278
                                  =========  =========  =========  =========  =========  =========   =========`

See accompanying notes to the consolidated unaudited financial statements.

---

ESSEX PORTFOLIO, L.P.

                 Condensed Consolidated Statements of Cash Flows

                                   (Unaudited)

                             (Dollars in thousands)

`Nine Months Ended
                                                                                       September 30,
                                                                                    ----------------------
                                                                                        2002        2001
                                                                                    ----------  ----------
Net cash provided by operating activities                                          $   67,892  $   81,371
                                                                                    ----------  ----------
Cash flows from investing activities:
   Additions to real estate:
       Acquisitions                                                                    (8,864)     (6,490)
       Improvements to recent acquisitions                                               (794)     (3,965)
       Redevelopment                                                                   (6,486)     (3,363)
       Revenue generating capital expenditures                                           (664)        (21)
       Non-revenue generating capital expenditures                                     (4,130)     (3,606)
   Disposition of real estate                                                              --          --
   Proceeds received from contribution of real estate to corporate investee                --      15,987
   Decrease in restricted cash                                                          8,674       1,507
   Additions to notes receivable from investees, other
      related parties and other receivables                                            (4,109)    (49,798)
   Repayment of notes receivable from investees, other
      related parties and other receivables                                             4,624      13,792
   Additions to real estate under development                                         (41,935)    (34,495)
   Net distribution from (contribution to) investments
      in corporations and limited partnerships                                         16,469     (27,296)
                                                                                    ----------  ----------
       Net cash used in investing activities                                          (37,215)    (97,748)
                                                                                    ----------  ----------
Cash flows from financing activities:
   Proceeds from mortgage and other notes payable and lines of credit                  98,500     226,903
   Repayment of mortgage and other notes payable and lines of credit                  (55,301)   (155,677)
   Additions to deferred charges                                                       (1,041)       (140)
   Net proceeds from stock options exercised and shares issued
      through dividend reinvestment plan                                                3,307       2,703
   Contributions from limited partners                                                    (14)      6,000
   Distributions to limited partners                                                  (18,851)    (18,087)
   Shares purchased by Operating Partnership                                          (19,715)         --
   Redemption of Operating Partnership units - limited parter                            (309)     (2,555)
   Dividends paid to general partner                                                  (41,546)    (37,029)
                                                                                    ----------  ----------
      Net cash (used in) provided by financing activities                             (34,970)     22,118
                                                                                    ----------  ----------
Net (decrease) increase in cash and cash equivalents                                   (4,293)      5,741
Cash and cash equivalents at beginning of period                                        6,440       6,600
                                                                                    ----------  ----------
Cash and cash equivalents at end of period                                         $    2,147  $   12,341
                                                                                    ==========  ==========
Supplemental disclosure of cash flow information:
   Cash paid for interest, net of $4,906 and $2,353 capitalized                    $   21,764  $   26,507
                                                                                    ==========  ==========
Supplemental disclosure of non-cash investing and financing activities:
      Proceeds from disposition of real estate held by exchange
          facilitator and classified as other asset                                $   19,477  $       --
                                                                                    ==========  ==========
      Receipt of note receivable from third party in exchange for the following:
          Note receivable from investee                                            $   34,000  $       --
          Accrued interest on note receivable from investee                             2,393          --
          Investments                                                                   8,990          --
          Other receivables from investee                                                 117          --
          Less cash received from investee                                             (5,500)         --
                                                                                    ----------  ----------
                                                                                   $   40,000  $       --
                                                                                    ==========  ==========

      Additional investment in limited partnership:
          Investments                                                              $    3,681  $       --
          Accounts payable                                                             (3,681)         --
                                                                                    ----------  ----------
                                                                                   $       --  $       --
                                                                                    ==========  ==========

          the purchase of real estate                                              $       --  $   10,381
                                                                                    ==========  ==========

      Exchange of related party notes receivable for investments                   $       --  $    8,347
                                                                                    ==========  ==========

      Contribution of real estate in exchange for notes receivable and investments $       --  $   22,463
                                                                                    ==========  ==========

      Consolidation of previously unconsolidated investment                        $       --  $    8,087
                                                                                    ==========  ==========

      Mortgage note payable assumed in connection with purchase of real estate     $       --  $    6,144
                                                                                    ==========  ==========

      Exchange of investment for note receivable from investee                     $       --  $    1,501
                                                                                    ==========  ==========`

See accompanying notes to the consolidated unaudited financial statements.

---

ESSEX PORTFOLIO, L.P.

                   Notes to Consolidated Financial Statements

                            September 30, 2002 and 2001

                                  (Unaudited)

         (Dollars in thousands, except per share and per unit amounts)


(1)	Organization and Basis of
Presentation

Essex Portfolio, L.P. (the "Operating Partnership")
was formed in March 1994 and commenced operations on June 13, 1994, when Essex
Property Trust, Inc. (the "Company"), the general partner of the
Operating Partnership, completed its initial public offering (the
"Offering") in which it issued 6,275,000 shares of common stock at
$19.50 per share.  The net proceeds from the Offering of $112,071 were used by
the Company to acquire a 77.2% interest in the Operating Partnership.  The
Company has elected to be treated as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986 (the
"Code"), as amended.

The unaudited consolidated financial statements of the Operating Partnership
are prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and in accordance
with the instructions to Form 10-Q.  In the opinion of management, all
adjustments necessary for a fair presentation of the financial position, results
of operations and cash flows for the periods presented have been included and
are normal and recurring in nature.  These unaudited consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements included in the Operating Partnership's annual report on Form 10-K
for the year ended December 31, 2001.

The Company is the sole general partner in the Operating Partnership, with an
economic ownership of 88.7%, 89.0% and 89.0% general partnership interest as of
September 30, 2002, December 31, 2001 and September 30, 2001, respectively.

As of September 30, 2002, the Operating Partnership operates and has
ownership interests in 90 multifamily properties (containing 20,217 units) and
two office buildings (with approximately 56,300 square feet) (collectively, the
"Properties").  The Properties are located in Southern California (Los
Angeles, Ventura, Orange and San Diego counties), Northern California (the San
Francisco Bay Area), and the Pacific Northwest (the Seattle, Washington and
Portland, Oregon metropolitan areas).

Essex Apartment Value Fund, L.P. (the "Fund"), is an investment
fund managed by the Operating Partnership and will be, subject to specific
exceptions, the Operating Partnership's exclusive investment vehicle for new
investments until the Fund's committed capital has been invested or committed
for investments, or if earlier, December 31, 2003. The Fund has total capital
commitments of $250 million and is expected to utilize leverage of approximately
65% of the value of the underlying real estate portfolio.  The Operating
Partnership is committed to invest 21.4% of the aggregate capital committed to
the Fund.  In addition, Essex will be compensated by the Fund for its asset
management, property management, development and redevelopment services and may
receive incentive payments if the Fund exceeds certain financial return
benchmarks.

The Operating Partnership invests in joint ventures and accounts for these
investments under the equity or consolidation methods of accounting based on the
voting control it exercises through its ownership interests in these affiliates.
Under the equity method of accounting, the investment is carried at cost of
acquisition and includes costs incurred by the Operating Partnership and not
reimbursed by the joint venture, plus the Operating Partnership's share in
undistributed earnings or losses since acquisition. The individual assets,
liabilities, revenues and expenses of the joint ventures accounted for under the
equity method are not recorded in the Operating Partnership's consolidated
financial statements.



Included in the Operating Partnership's investments accounted for under the
equity method are limited partnership interests in 17 partnerships (Down REIT
entities), which collectively own ten multifamily properties, comprised of 1,831
units. These investments were made under arrangements whereby Essex Management
Corporation (EMC) became the general partner, the Operating Partnership became a
special minority interest limited partner, and the other limited partners were
granted rights of redemption for their interests. Such partners can request to
be redeemed and the Operating Partnership can elect to redeem their rights for
cash or by issuing shares of the Company's common stock on a one share per unit
basis. Conversion values will be based on the market value of the Company's
common stock at the time of redemption multiplied by the number of units
stipulated under the above arrangements.  The other limited partners receive
distributions based on the Company's current dividend rate times the number of
redemption shares.  At September 30, 2002, the maximum number of shares that
could be required to meet redemption of these Down REIT entities is 1,509,037.
The net income reported by the Operating Partnership under the equity method of
accounting by these down REIT entities is the net income of these down REIT
entities as reduced by the income allocated to the other limited partners which
is equal to the distributions they received.

All significant intercompany balances and transactions have been eliminated
in the consolidated financial statements.

(2)	Significant Transactions for the Quarter ended
September 30, 2002

1. Acquisition Activities
2. Disposition Activities
3. Debt Transactions
4. Development Communities
5. Redevelopment Communities
6. Equity Transactions
7. Notes and Other Receivables
8. Private Equity Fund

Acquisition Activities of the Fund

On August 29, 2002, the Fund purchased The Arboretum at Lake Forest, a
225-unit apartment community located in Lake Forest, California, for a contract
price of $31,750. This property was not encumbered by any mortgage.

Development Communities of the Fund

At September 30, 2002 the Fund has three development communities with an
aggregate of 615 multifamily units and an estimated total cost of $122,300 of
which $89,900 remains to be expended and approximately $19,200 is the Operating
Partnership's commitment.





(3)	Related Party Transactions

All general and administrative expenses of the Operating Partnership and
Essex Management Corporation, an unconsolidated preferred stock subsidiary of
the Operating Partnership ("EMC"), are initially borne by the
Operating Partnership, with a portion subsequently allocated to EMC.  Expenses
allocated to EMC for the three months ended September 30, 2002 and 2001 totaled
$532 and $747, respectively, and $2,010 and $1,665 for the nine months ended
September 30, 2002 and 2001, respectively.  The allocation is reflected as a
reduction in general and administrative expenses in the accompanying
consolidated statements of operations.

Interest and other income includes interest income of $377 and $1,280 for the
three months ended September 30, 2002 and 2001, respectively, and $2,535 and
$3,498 for the nine months ended September 30, 2002 and 2001, respectively. The
majority of interest income was earned on the notes receivable from investees.
Other income also includes management fee income and investment income from the
Operating Partnership's investees of $2,058 and $564 for the three months ended
September 30, 2002 and 2001, respectively, and $7,647 and $1,332 for the nine
months ended September 30, 2002 and 2001, respectively.

Notes receivable from investees and other related party receivables as of
September 30, 2002 and December 31, 2001 consist of the following:

`Three Months Ended
                                               September 30,
                                   Number of   --------------------   Dollar   Percentage
                                  Properties     2002       2001      Change     Change
                                  -----------  ---------  ---------  --------- -----------
Revenues:
  Property revenues - quarterly
  Quarterly Same Store Properties
    Southern California                   19  $  14,325  $  13,761  $     564         4.1 %
    Northern California                   14     12,227     14,119     (1,892)      (13.4)
    Pacific Northwest                     23     10,534     11,357       (823)       (7.2)
                                  -----------  ---------  ---------  --------- -----------
          Properties                      56     37,086     39,237     (2,151)       (5.5)
  Property revenues - properties
    acquired/disposed of
    subsequent to June 30, 2001 (1)               6,543      6,446         97         1.5
                                               ---------  ---------  --------- -----------
      Total property revenues                    43,629     45,683     (2,054)       (4.5)
Interest and other income                         5,166      5,553       (387)       (7.0)
                                               ---------  ---------  --------- -----------
      Total revenues                          $  48,795  $  51,236  $  (2,441)       (4.8)%
                                               =========  =========  ========= ===========`

Other related party receivables consist primarily of accrued interest income
on notes receivable from joint venture investees and loans to officers, advances
and accrued management fees from joint venture investees and unreimbursed
expenses due from EMC.





(4) 	New Accounting Pronouncements

The Operating Partnership adopted Financial Accounting Standards
Board's (FASB) Statement of Financial Accounting Standard ("FAS") 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" on
January 1, 2002. FAS 144 supersedes FAS 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The
primary objectives of FAS 144 are to develop one accounting model based on the
framework established in FAS 121 for long-lived assets to be disposed of by
sale, and to address significant implementation issues regarding impairment of
long-lived assets held for use. FAS 144 requires discontinued operations
presentation for an operating property considered held for sale beginning on
January 1, 2002. In accordance with FAS 144, the Operating Partnership
classifies real estate assets as held for sale in the period in which all of the
following criteria are met: (a) management, having the authority to approve the
action, commits to a plan to sell the asset; (b) the asset is available for
immediate sale in its present condition subject only to terms that are usual and
customary for sales of such assets; (c) an active program to locate a buyer and
other actions required to complete the plan to sell the asset have been
initiated; (d) the sale of the asset is probable and the transfer of the asset
is expected to qualify for recognition as a completed sale within one year; (e)
the asset is being actively marketed for sale at a price that is reasonable in
relation to its current fair value; and (f) actions required to complete the
plan indicate that it is unlikely that significant changes to the plan will be
made or that the plan will be withdrawn.

The Operating Partnership's adoption of FAS 144 resulted in: (i) the
presentation of the net operating results of properties sold during the three
and nine months ended September 30, 2002, less allocated interest expense, as
income from discontinued operations for all periods presented and (ii) the
presentation of the gain on sale of operating properties sold, net of sale
costs, as income from discontinued operations for the three and nine months
ended September 30, 2002. The Operating Partnership allocated interest expense
based on the percentage of the cost basis of properties sold to the total cost
basis of real estate assets as of the approximate date of their sale, and pro-
rated the allocated interest for the number of days prior to sale.
Implementation of FAS 144 only impacted the income statement classification but
had no effect on results of operations.

The Operating Partnership presents income and gains/losses on properties sold
as discontinued operations net of minority interests. Real estate investments
accounted for under the equity method of accounting remain classified in
continuing operations upon disposition.

In June 2001, the FASB issued FAS 143, "Accounting for Asset Retirement
Obligations." Under FAS 143, the fair value of a liability for an asset
retirement obligation must be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The associated asset
retirement costs are capitalized as part of the carrying amount of the long-
lived asset. FAS 143 is effective for fiscal years beginning after June 15,
2002. The Operating Partnership does not believe that FAS 143 will have a
material impact on their financial position or results of operations.

In April 2002, the FASB issued FAS 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FAS Statement No. 13, and Technical
Correction." FAS 145 eliminates extraordinary accounting treatment for
reporting or loss on debt extinguishments, and amends other existing
authoritative pronouncements to make various technical corrections, clarifies
meanings, or describes their applicability under changed conditions. The
provisions of FAS 145 are effective for the Operating Partnership with the
beginning of fiscal year 2003; however, early application of FAS 145 is
encouraged. Debt extinguishments reported as extraordinary items prior to
scheduled or early adoption of FAS 145 would be reclassified in most cases
following adoption. The Operating Partnership does not anticipate a significant
impact on their results of operations from adopting FAS 145.



In July 2002, the FASB issued FAS 146, "Accounting For Costs Associated
With Exit Or Disposal Activities." FAS 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities. Under FAS
146, a commitment to an exit or disposal plan no longer will be a sufficient
basis for recording a liability for those activities. The Operating Partnership
does not anticipate a significant impact on their results of operations from
adopting FAS 146.

(5)	Segment Information

The Operating Partnership defines its reportable operating segments as the
three geographical regions in which its properties are located: Northern
California, Southern California and the Pacific Northwest. Excluded from segment
revenues are interest and other corporate income. Other non-segment assets
include investments, real estate under development, cash, receivables and other
assets. The revenues, net operating income, and assets for each of the
reportable operating segments are summarized as follows for the periods
presented.

`Three Months Ended
                                                             September 30,
                                                       ------------------------
                                                          2002         2001
                                                       -----------  -----------
Revenues:
    Southern California                               $    18,696  $    17,843
    Northern California                                    14,399       16,483
    Pacific Northwest                                      10,534       11,357
                                                       -----------  -----------
        Total segment revenues                             43,629       45,683
Interest and other income                                   5,166        5,553
                                                       -----------  -----------
        Total revenues                                $    48,795  $    51,236
                                                       ===========  ===========
Net operating income:
    Southern California                               $    13,304  $    12,481
    Northern California                                    10,427       12,614
    Pacific Northwest                                       7,060        7,843
                                                       -----------  -----------
        Total segment net operating income                 30,791       32,938
Interest and other income                                   5,166        5,553
Depreciation and amortization:
    Southern California                                    (3,543)      (3,507)
    Northern California                                    (2,796)      (2,797)
    Pacific Northwest                                      (2,790)      (2,798)
Interest                                                   (8,621)     (10,016)
Amortization of deferred financing costs                     (147)        (143)
General and administrative                                 (1,482)      (1,838)
                                                       -----------  -----------
        Income from continuing operations before gain
          on sale of real estate, minority interests
          and discontinued operations                 $    16,578  $    17,392
                                                       ===========  ===========


                                                          Nine Months Ended
                                                              September 30,
                                                       ------------ -----------
                                                          2002         2001
                                                       -----------  -----------
Revenues:
    Southern California                               $    54,508  $    52,997
    Northern California                                    43,972       50,072
    Pacific Northwest                                      31,747       34,135
                                                       -----------  -----------
        Total segment revenues                            130,227      137,204
Interest and other income                                  18,961       14,149
                                                       -----------  -----------
        Total revenues                                $   149,188  $   151,353
                                                       ===========  ===========
Net operating income:
    Southern California                               $    38,441  $    36,763
    Northern California                                    32,813       38,746
    Pacific Northwest                                      21,561       23,489
                                                       -----------  -----------
        Total segment net operating income                 92,815       98,998
Interest and other income                                  18,961       14,149
Depreciation and amortization:
    Southern California                                   (10,453)     (10,230)
    Northern California                                    (8,395)      (8,063)
    Pacific Northwest                                      (8,381)      (8,373)
Interest                                                  (26,062)     (28,896)
Amortization of deferred financing costs                     (442)        (510)
General and administrative                                 (4,747)      (5,566)
                                                       -----------  -----------
        Income from continuing operations before gain
          on sale of real estate, minority interests
          and discontinued operations                 $    53,296  $    51,509
                                                       ===========  ===========


                                                       September 30,December 31,
                                                          2002         2001
                                                       -----------  -----------
Assets:
    Southern California                               $   470,165  $   456,639
    Northern California                                   299,318      302,408
    Pacific Northwest                                     253,015      259,884
                                                       -----------  -----------
        Total segment net real estate assets            1,022,498    1,018,931
Non-segment assets                                        334,167      310,527
                                                       -----------  -----------
        Total assets                                  $ 1,356,665  $ 1,329,458
                                                       ===========  ===========`

(6)	Net Income Per Unit

`Three Months Ended              Three Months Ended
                                                 September 30, 2002              September 30, 2001
                                          ------------------------------  ------------------------------
                                                     Weighted     Per                Weighted     Per
                                                      Average     Unit                Average     Unit
                                           Income      Units     Amount    Income      Units     Amount
                                          ---------  ---------  --------  ---------  ---------  --------
Net income                               $  16,551                       $  21,311
Less: dividends on limited
      partner preferred equity              (4,580)                         (4,580)
                                          ---------                       ---------

Basic:
  Income available to
    common units                            11,971     20,586  $   0.58     16,731     20,779  $   0.81
                                                                ========                        ========
  Effect of Dilutive Securities:
    Convertible preferred stock (1)             --         --                   --         --
    Stock options                               --        163                   --        315
                                          ---------  ---------            ---------  ---------
  Diluted:
    Income available to common
      units plus assumed
      conversions                        $  11,971     20,749  $   0.58  $  16,731     21,094  $   0.79
                                          =========  =========  ========  =========  =========  ========


                                                 Nine Months Ended               Nine Months Ended
                                                 September 30, 2002              September 30, 2001
                                          ------------------------------  ------------------------------
                                                     Weighted     Per                Weighted     Per
                                                      Average     Unit                Average     Unit
                                           Income      Units     Amount    Income      Units     Amount
                                          ---------  ---------  --------  ---------  ---------  --------
Net income                               $  62,495                       $  55,721
Less: dividends on limited
      partner preferred equity             (13,741)                        (13,739)
                                          ---------                       ---------

Basic:
  Income available to
    common units                            48,754     20,724  $   2.35     41,982     20,680  $   2.03
                                                                ========                        ========
  Effect of Dilutive Securities:
    Convertible preferred stock (1)             --         --                   --         --
    Stock options                               --        159                   --        323
                                          ---------  ---------            ---------  ---------
  Diluted:
    Income available to common
      units plus assumed
      conversions                        $  48,754     20,883  $   2.33  $  41,982     21,003  $   2.00
                                          =========  =========  ========  =========  =========  ========`

(1) Securities not included because they were anti-
dilutive.

Item 2: Management's Discussion
and Analysis of Financial Condition and Results of Operations

The following discussion is based primarily on the consolidated unaudited
financial statements of Essex Portfolio, L.P. (the "Operating
Partnership") for the three and nine months ended September 30, 2002 and
2001. This information should be read in conjunction with the accompanying
consolidated unaudited financial statements and notes thereto. These
consolidated financial statements include all adjustments which are, in the
opinion of management, necessary to reflect a fair statement of the results and
all such adjustments are of a normal recurring nature.

The Operating Partnership holds, directly or indirectly, all of the Company's
interests in the Operating Partnership's properties and all of the Company's
operations relating to the Company's properties are conducted through the
Operating Partnership. The Company is the sole general partner of the Operating
Partnership and, as of September 30, 2002, December 31, 2001 and September 30,
2001, with an economic ownership of 88.7%, 89.0% and 89.0% general partnership
interest in the Operating Partnership, respectively.

General Background

The Operating Partnership's property revenues are generated primarily from
multifamily property operations, which accounted for greater than 99% of its
property revenues for the three and nine months ended September 30, 2002 and
2001. The Operating Partnership's multifamily properties (the
"Properties") are located in Southern California (Los Angeles,
Ventura, Orange and San Diego counties), Northern California (the San Francisco
Bay Area) and the Pacific Northwest (the Seattle, Washington and Portland,
Oregon metropolitan areas).

Essex Apartment Value Fund, L.P. (the "Fund"), is an investment
fund managed by the Operating Partnership and will be, subject to specific
exceptions, the Operating Partnership's exclusive investment vehicle for new
investments until the Fund's committed capital has been invested or committed
for investments, or if earlier, December 31, 2003. The Fund has total capital
commitments of $250 million and is expected to utilize leverage of approximately
65% of the value of the underlying real estate portfolio. The Operating
Partnership is committed to invest 21.4% of the aggregate capital committed to
the Fund. In addition, the Operating Partnership will be compensated by the Fund
for its asset management, property management, development and redevelopment
services and may receive incentive payments if the Fund exceeds certain
financial return benchmarks. Since its formation, the Fund has acquired eight
multifamily residential properties, representing 2,102 apartment units with an
aggregate purchase price of approximately $218 million, excluding redevelopment
expenses, and disposed of one multifamily residential property, consisting of
500 apartment units at a gross sales price of approximately $69.0 million
resulting in a net realized gain of approximately $5.7 million. In addition,
three development land parcels, where approximately 615 apartment units are
planned for construction, have been purchased by the Fund with a total estimated
cost for the projects of approximately $122.3 million. As of September 30, 2002,
the remaining commitments to fund these projects is approximately $89.9 million
of which approximately $19.2 million is the Operating Partnership's commitment.

Since the Operating Partnership began operations in June 1994, the Operating
Partnership has acquired ownership interests in 78 multifamily residential
properties, of which 44 are located in Southern California, 14 are located in
Northern California, 15 are located in the Seattle Metropolitan Area and 5 are
located in the Portland Metropolitan Area. In total, these acquisitions consist
of 16,899 units with total capitalized acquisition costs of approximately
$1,444.0 million. Also, the Operating Partnership has acquired its headquarters
building and its Southern California office building. Additionally, since it
began operations, the Operating Partnership has developed and has ownership
interests in nine multifamily development properties that have reached
stabilized operations. These development properties consist of 1,944 units with
total capitalized development costs of $236.8 million. As part of its active
portfolio management strategy, the Operating Partnership has disposed of, since
it began operations, twelve multifamily residential properties (six in Northern
California, five in Southern California and one in the Pacific Northwest)
consisting of a total of 2,014 units, six retail shopping centers in the
Portland, Oregon metropolitan area and its former headquarters building located
in Northern California at an aggregate gross sales price of approximately $259.5
million resulting in a net realized gain of approximately $53.8 million.

The Operating Partnership (including the Fund's development communities) has
an ownership interest in and is developing six multifamily residential
communities, with an aggregate of 1,521 multifamily units. In connection with
these development projects, the Operating Partnership has directly, or in some
cases through its joint venture partners, entered into contractual construction
related commitments with unrelated third parties and the total projected
estimated cost for these projects is approximately $292.0 million. As of
September 30, 2002, the remaining commitment to fund these projects is
approximately $124.5 million of which approximately $46.7 million is the
Operating Partnership's commitment.

Results of Operations

Comparison of the Three Months Ended September 30, 2002 to the Three
Months Ended September 30, 2001

Average financial occupancy rates of the Operating Partnership's multifamily
Quarterly Same Store Properties (properties consolidated by the Operating
Partnership for each of the three months ended September 30, 2002 and 2001) was
96.1% and 94.7%, for the three months ended September 30, 2002 and 2001,
respectively. "Financial occupancy" is defined as the percentage
resulting from dividing actual rental income by total possible rental income.
Total possible rental income is determined by valuing occupied units at
contractual rents and vacant units at market rents. The regional breakdown of
average financial occupancy for the multifamily Quarterly Same Store Properties
for the three months ended September 30, 2002 and 2001 are as follows:

`Three months ended
                                             September 30,
                                          --------------------
                                            2002       2001
                                          ---------  ---------
Southern California                           96.4%      95.3%
Northern California                           96.8%      94.6%
Pacific Northwest                             94.8%      94.0%`

Total Revenues decreased by $2,441,000 or 4.8% to $48,795,000 in the
third quarter of 2002 from $51,236,000 in the third quarter of 2001. The
following table sets forth a breakdown of these revenue amounts, including the
revenues attributable to the Quarterly Same Store Properties.

`Three Months Ended
                                               September 30,
                                   Number of   --------------------   Dollar   Percentage
                                  Properties     2002       2001      Change     Change
                                  -----------  ---------  ---------  --------- -----------
Revenues:
  Property revenues - quarterly
  Quarterly Same Store Properties
    Southern California                   19  $  14,325  $  13,761  $     564         4.1 %
    Northern California                   14     12,227     14,119     (1,892)      (13.4)
    Pacific Northwest                     23     10,534     11,357       (823)       (7.2)
                                  -----------  ---------  ---------  --------- -----------
          Properties                      56     37,086     39,237     (2,151)       (5.5)
  Property revenues - properties
    acquired/disposed of
    subsequent to June 30, 2001 (1)               6,543      6,446         97         1.5
                                               ---------  ---------  --------- -----------
      Total property revenues                    43,629     45,683     (2,054)       (4.5)
Interest and other income                         5,166      5,553       (387)       (7.0)
                                               ---------  ---------  --------- -----------
      Total revenues                          $  48,795  $  51,236  $  (2,441)       (4.8)%
                                               =========  =========  ========= ===========`



(1) Also includes two commercial
properties, redevelopment communities, and development communities.



As set forth in the above table, the $2,441,000 net decrease in total
revenues was mainly attributable to a decrease in property revenues from the
Quarterly Same Store Properties. Property revenues from the Quarterly Same Store
Properties decreased by $2,151,000 or 5.5% to $37,086,000 in the third quarter
of 2002 from $39,237,000 in the third quarter of 2001. The majority of this
decrease was attributable to the 14 Quarterly Same Store Properties located in
Northern California and the 23 Quarterly Same Store Properties located in the
Pacific Northwest. The property revenues of the Quarterly Same Store Properties
in Northern California decreased by $1,892,000 or 13.4% to $12,227,000 in the
third quarter of 2002 from $14,119,000 in the third quarter of 2001. The
decrease in Northern California is primarily attributable to rental rate
decreases offset by an increase in financial occupancy to 96.8% in the third
quarter of 2002 from 94.6% in the third quarter of 2001. The property revenues
of the Quarterly Same Store Properties in the Pacific Northwest decreased by
$823,000 or 7.2% to $10,534,000 in the third quarter of 2002 from $11,357,000 in
the third quarter of 2001. The $823,000 decrease in the Pacific Northwest is
primarily attributable to rental rate decreases offset by an increase in
financial occupancy to 94.8% in the third quarter of 2002 from 94.0% in the
third quarter of 2001. The 19 multifamily residential properties located in
Southern California offset the net decrease in total revenues. The property
revenues of these properties increased by $564,000 or 4.1% to $14,325,000 in the
third quarter of 2002 from $13,761,000 in the third quarter of 2001. The
$564,000 increase is primarily attributable to rental rate increases and an
increase in financial occupancy to 96.4% in the third quarter of 2002 from 95.3%
in the third quarter of 2001.

Interest and other income decreased by $387,000 or 7.0% to $5,166,000 in the
third quarter of 2002 from $5,553,000 in the third quarter of 2001. The decrease
of $387,000 primarily related to the sale of co-investment assets resulting in
the decrease in income earned on the Operating Partnership's co-investments and
the payoff of notes receivable resulting in the decrease in interest income on
notes receivables.

Total Expenses decreased by $1,627,000 or approximately 4.8% to
$32,217,000 in the third quarter of 2002 from $33,844,000 in the third quarter
of 2001. This decrease was mainly due to a decrease in interest expense, which
decreased by $1,395,000 or 13.9% to $8,621,000 in the third quarter of 2002 from
$10,016,000 in the third quarter of 2001. The interest expense decrease was
primarily due to declining interest rates and an increase in the capitalization
of interest costs relating to the Operating Partnership's development and
redevelopment communities.

General and administrative expenses represent the costs of the Operating
Partnership's various acquisition and administrative departments as well as
partnership administration and non-operating expenses. Such expenses decreased
by $356,000 or 19.4% to $1,482,000 in the third quarter of 2002 from $1,838,000
in the third quarter of 2001. This decrease is largely due to a reduction in
bonus expense as compared to the third quarter of 2001.

Net income decreased by $4,760,000 or 22.3% to $16,551,000 in the
third quarter of 2002 from $21,311,000 in the third quarter of 2001. The
decrease in net income is mainly attributable to the gain on sale of real estate
of $3,788,000 recognized in the third quarter of 2001.

Comparison of the Nine Months Ended September 30, 2002 to the Nine Months
Ended  September 30, 2001

Average financial occupancy rates of the Operating Partnership's
multifamily Same Store Properties (properties consolidated by the Operating
Partnership for each of the nine months ended September 30, 2002 and 2001) was
94.2% and 95.3%, for the nine months ended September 30, 2002 and 2001,
respectively. "Financial occupancy" is defined as the percentage
resulting from dividing actual rental income by total possible rental income.
Total possible rental income is determined by valuing occupied units at
contractual rents and vacant units at market rents.  The regional breakdown of
average financial occupancy for the multifamily Same Store Properties for the
nine months ended September 30, 2002 and 2001 are as follows:

`Three months ended
                                             September 30,
                                          --------------------
                                            2002       2001
                                          ---------  ---------
Southern California                           96.4%      95.3%
Northern California                           96.8%      94.6%
Pacific Northwest                             94.8%      94.0%`

Total Revenues decreased by $2,165,000 or 1.4% to $149,188,000 in the
nine months ended September 30, 2002 from $151,353,000 in the nine months ended
September 30, 2001. The following table sets forth a breakdown of these revenue
amounts, including the revenues attributable to the Same Store Properties.

`Three Months Ended
                                                  September 30,
                                   Number of   --------------------   Dollar   Percentage
                                  Properties     2002       2001      Change     Change
                                  -----------  ---------  ---------  --------- -----------
Revenues:
  Property revenues - quarterly
  Quarterly Same Store Properties
    Southern California                   19  $  14,325  $  13,761  $     564         4.1 %
    Northern California                   14     12,227     14,119     (1,892)      (13.4)
    Pacific Northwest                     23     10,534     11,357       (823)       (7.2)
                                  -----------  ---------  ---------  --------- -----------
          Properties                      56     37,086     39,237     (2,151)       (5.5)
  Property revenues - properties
    acquired/disposed of
    subsequent to June 30, 2001 (1)               6,543      6,446         97         1.5
                                               ---------  ---------  --------- -----------
      Total property revenues                    43,629     45,683     (2,054)       (4.5)
Interest and other income                         5,166      5,553       (387)       (7.0)
                                               ---------  ---------  --------- -----------
      Total revenues                          $  48,795  $  51,236  $  (2,441)       (4.8)%
                                               =========  =========  ========= ===========`



As set forth in the above table, the $2,165,000 net
decrease in total revenues was mainly attributable to a decrease in property
revenues from the Same Store Properties. Property revenues from the Same Store
Properties decreased by $7,034,000 or 5.9% to $111,307,000 in the nine months
ended September 30, 2002 from $118,341,000 in the nine months ended September
30, 2001. The majority of this decrease was attributable to the 14 Same Store
Properties located in Northern California and the 23 Same Store Properties
located in the Pacific Northwest. The property revenues of the Same Store
Properties in Northern California decreased by $5,572,000 or 12.8% to
$37,808,000 in the nine months ended September 30, 2002 from $43,380,000 in the
nine months ended September 30, 2001. The decrease in Northern California is
primarily attributable to rental rate decreases and a decrease in financial
occupancy to 95.4% in the nine months ended September 30, 2002 from 95.7% in the
nine months ended September 30, 2001. The Operating Partnership estimates that
in general, market rents for its multifamily properties in Northern California
have decreased on average by approximately 6% from December 31, 2001 through
June 30, 2002 and on average by approximately 2% from June 30, 2002 through
September 30, 2002. The property revenues of the Same Store Properties in the
Pacific Northwest decreased by $2,388,000 or 7.0% to $31,747,000 in the nine
months ended September 30, 2002 from $34,135,000 in the nine months ended
September 30, 2001. The $2,388,000 decrease in the Pacific Northwest is
primarily attributable to rental rate decreases and a decrease in financial
occupancy to 92.8% in the nine months ended September 30, 2002 from 94.5% in the
nine months ended September 30, 2001. The Operating Partnership estimates that
in general, market rents for its multifamily properties in the Pacific Northwest
have decreased on average by approximately 7% from December 31, 2001 through
June 30, 2002 and on average by approximately 2% from June 30, 2002 through
September 30, 2002. The 19 multifamily residential properties located in
Southern California offset the net decrease in total revenues. The property
revenues of these properties increased by $926,000 or 2.3% to $41,752,000 in the
nine months ended September 30, 2002 from $40,826,000 in the nine months ended
September 30, 2001. The $926,000 increase is primarily attributable to rental
rate increases as offset by a decrease in financial occupancy to 94.2% in the
nine months ended September 30, 2002 from 95.5% in the nine months ended
September 30, 2001. The Operating Partnership estimates that in general, market
rents for its multifamily properties in Southern California are on average
unchanged from December 31, 2001 through June 30, 2002 and remained on average
unchanged from June 30, 2002 through September 30, 2002.

The $2,165,000 net decrease in total revenues was offset by an increase in
interest and other income. Interest and other income increased by $4,812,000 or
34.0% to $18,961,000 in the nine months ended September 30, 2002 from
$14,149,000 in the nine months ended September 30, 2001. The increase of
$4,812,000 primarily related to $2,108,000 of equity in income from the gain on
sale of co-investment assets, $1,585,000 in fees earned in conjunction with the
sale of two co-investment assets, and interest income on notes receivables and
income earned on the Operating Partnership's co-investments, which were offset
by a $700,000 reduction of the Operating Partnership's book value in a real
estate technology fund investment accounted for under the equity method based on
the fund's general partner's valuation of real estate technology fund assets.

The net decrease in property revenues was offset by a $57,000 net increase
attributable to properties acquired subsequent to December 31, 2000,
redevelopment communities, development communities and two office buildings.
Subsequent to December 31, 2000 the Operating Partnership acquired interests in
three multifamily properties, had six communities under redevelopment and two
communities in development (the "Post - 2000 Acquisition Properties").

Total Expenses decreased by $3,952,000 or approximately 4.0% to
$95,892,000 in the nine months ended September 30, 2002 from $99,844,000 in the
nine months ended September 30, 2001. This decrease was mainly due to a decrease
in interest expense, which decreased by $2,834,000 or 9.8% to $26,062,000 in the
nine months ended September 30, 2002 from $28,896,000 in the nine months ended
September 30, 2001. The interest expense decrease was primarily due to declining
interest rates and the capitalization of interest costs relating to the
Operating Partnership's development and redevelopment communities. Property
operating expenses, exclusive of depreciation and amortization, decreased by
$794,000 or 2.1% to $37,412,000 in the nine months ended September 30, 2002 from
$38,206,000 in the nine months ended September 30, 2001. Of such property
operating expense decrease, $1,053,000 was attributable to the Post - 2000
Acquisition Properties as offset by an increase in insurance expense which
increased by $644,000 or approximately 81.3% to $1,436,000 in the nine months
ended September 30, 2002 from $792,000 in the nine months ended September 30,
2001. This increase is due to the current conditions in the insurance industry
resulting in greater costs. Depreciation and amortization increased by $563,000
or approximately 2.1% to $27,229,000 in nine months ended September 30, 2002
from $26,666,000 in the nine months ended September 30, 2001, primarily due to
the acquisition of properties.

General and administrative expenses represent the costs of the Operating
Partnership's various acquisition and administrative departments as well as
partnership administration and non-operating expenses. Such expenses decreased
by $819,000 or 14.7% to $4,747,000 in the nine months ended September 30, 2002
from $5,566,000 in the nine months ended September 30, 2001. This decrease is
largely due to an increase in the allocation of general and administrative
expenses to EMC due to the increase in fee income earned by EMC and a reduction
in bonus expense as compared to the nine months ended September 30, 2001.

Income from discontinued operations increased by $8,805,000 or 1,765%
to $9,304,000 in the nine months ended September 30, 2002 from $499,000 in the
nine months ended September 30, 2001 due to gain on sale of real estate.

Net income increased by $6,774,000 or 12.2% to $62,495,000 in the nine
months ended September 30, 2002 from $55,721,000 in the nine months ended
September 30, 2001. The increase in net income is attributable to the gain on
sale of real estate of $9,051,000 in the nine months ended September 30, 2002
and the increase in interest and other income as offset by the decrease in net
operating income from the Same Store Properties and the gain on sale of real
estate of $3,788,000 in the nine months ended September 30, 2001.

Liquidity and Capital Resources

At September 30, 2002 the Operating Partnership had $2,147,000 of
unrestricted cash and cash equivalents. The Operating Partnership expects to
meet its short-term liquidity requirements by using its working capital, cash
generated from operations and amounts available under line of credit. The
Operating Partnership believes that its current net cash flows will be adequate
to meet operating requirements and to provide for payment of dividends by the
Company in accordance with REIT qualification requirements. The Operating
Partnership expects to meet its long-term liquidity requirements relating to
property acquisition and development (beyond the next 12 months) by using a
combination of some or all of the following: working capital, amounts available
from its line of credit, net proceeds from public and private debt and equity
issuances, and proceeds from the disposition of properties that may be sold from
time to time. There can, however, be no assurance that the Operating Partnership
will have access to the debt and equity markets in a timely fashion to meet such
future funding requirements or that future working capital and borrowings under
its line of credit will be available, or if available, will be sufficient to
meet the Operating Partnership's requirements or that the Operating Partnership
will be able to dispose of properties in a timely manner and under terms and
conditions that the Operating Partnership deems acceptable.



The Operating Partnership has an outstanding unsecured line of credit for an
aggregate amount of $165,000,000. The facility carries an interest rate, based
on a tiered rate structure, which currently is equal to LIBOR plus 1.10%. The
credit line matures in May 2004, with an option to extend it for one year
thereafter. At September 30, 2002 the Operating Partnership had $121,959,000
outstanding on this line of credit, with an interest rate of approximately 2.9%.

The Fund has an unsecured line of credit for an aggregate amount of
$125,000,000 and bears interest at LIBOR plus 0.875%. As of September 30, 2002,
the line had an outstanding balance of $67,624,000, with an interest rate of
approximately 2.7%. The credit line matures in December 2003.

In addition to the unsecured line of credit, the Operating Partnership had
$559,900,000 of secured indebtedness at September 30, 2002. Such indebtedness
consisted of $501,080,000 in fixed rate debt with interest rates varying from
6.5% to 8.8% and maturity dates ranging from 2002 to 2026. The indebtedness also
includes $58,820,000 of debt represented by tax exempt variable rate demand
bonds with interest rates paid during the nine months ended September 30, 2002
ranging from 4.5% to 5.5% and maturity dates ranging from 2020 to 2026. The tax-
exempt variable rate demand bonds are capped at interest rates ranging from 7.1%
to 7.3%.

The Operating Partnership's unrestricted cash balance decreased by $4,293,000
or 66.7% to $2,147,000 as of September 30, 2002 from $6,440,000 as of December
31, 2001. This decrease was primarily a result of $37,215,000 of net cash used
in investing activities and $34,970,000 of net cash used in financing activities
which was offset by $67,892,000 net cash provided by operating activities. The
$37,215,000 of net cash used in investing activities was primarily a result of
$41,935,000 used to fund real estate under development, $20,938,000 in additions
to real estate, and $4,109,000 in additions to notes receivable and investments
made to finance real estate property acquisitions by the Operating Partnership's
investees, related party notes and other receivables which was offset in part by
$16,469,000 in proceeds received from investments in corporations and limited
partnerships. The $34,970,000 of net cash used in financing activities was
primarily a result of $55,301,000 in repayments of mortgage and other notes
payable and lines of credit, $41,546,000 used to pay distributions to the
general partner, $19,715,000 used to purchase shares of the Company's stock, and
$18,851,000 used to pay distributions to limited partners, which was offset in
part by $98,500,000 received in proceeds from mortgage and other notes payable
and lines of credit.

Non-revenue generating capital expenditures are improvements and upgrades
that extend the useful life of the property and are not related to preparing a
multifamily property unit to be rented to a tenant. The Operating Partnership
expects to incur approximately $350 per weighted average occupancy unit in non-
revenue generating capital expenditures for the year ended December 31, 2002.
These expenditures do not include the improvements required in connection with
the origination of mortgage loans, expenditures for renovations and improvements
on recently acquired properties which are expected to generate additional
revenue, and renovation expenditures required pursuant to tax-exempt bond
financings. The Operating Partnership expects that cash from operations and/or
its line of credit will fund such expenditures. However, there can be no
assurance that the actual expenditures incurred during 2002 and/or the funding
thereof will not be significantly different than the Operating Partnership's
current expectations.

The Operating Partnership (including the Fund's development communities) has
an ownership interest in and is developing six multifamily residential
communities, with an aggregate of 1,521 multifamily units. Such projects involve
certain risks inherent in real estate development. See "Potential Factors
Affecting Future Operating Results-Development and Redevelopment
Activities" below. In connection with these development projects, the
Operating Partnership has directly, or in some cases through its joint venture
partners, entered into contractual construction related commitments with
unrelated third parties for a total amount of approximately $292,000,000. As of
September 30, 2002, the remaining commitment to fund the estimated cost to
complete is approximately $124,500,000 of which approximately $53,800,000 is the
Operating Partnership's commitment. The Operating Partnership expects to fund
such commitments by using a combination of some or all of the following sources:
its working capital, operating cash flows, amounts available on its line of
credit, net proceeds from public and private equity and debt issuances, and
proceeds from the disposition of properties, which may be sold from time to
time.

The Operating Partnership carries comprehensive liability, fire, extended
coverage and rental loss insurance for each of the Properties. Conditions in the
insurance industry have resulted in greater costs, increasing more than 50% from
the prior year, along with increased deductibles and reduced coverages. In some
cases, the Operating Partnership is not in technical compliance with the
insurance requirements of loan agreements, and is discussing this issue with
applicable lenders. The Operating Partnership does not believe that this non-
compliance will have a material impact on its operations or future financing
efforts.  As further described in the Company's Annual Report on Form 10-K for
the year ended December 31, 2001, the Operating Partnership may incur losses due
to deductibles, self-insured retentions, co-payments and losses in excess of
appropriate coverages. See "Insurance" in Item 1 of the Company's
Annual Report on Form 10-K for the year ended December 31, 2001.

Pursuant to existing shelf registration statements, the Company has the
capacity to issue up to $342,000,000 of equity securities and the Operating
Partnership has the capacity to issue up to $250,000,000 of debt securities.

The Company pays quarterly dividends from cash available for distribution.
Until it is distributed, cash available for distribution is invested by the
Operating Partnership primarily in short-term investment grade securities or is
used by the Operating Partnership to reduce balances outstanding under its line
of credit.

Essex Apartment Value Fund, L.P. (the "Fund"), is an investment
fund managed by the Operating Partnership and will be, subject to specific
exceptions, the Operating Partnership's exclusive investment vehicle for new
investments until the Fund's committed capital has been invested or committed
for investment, or if earlier, December 31, 2003. The Fund has total capital
commitments of $250 million and is expected to utilize leverage of approximately
65% of the value of the underlying real estate portfolio. The Operating
Partnership is committed to invest 21.4% of the aggregate capital committed to
the Fund. In addition, Essex will be compensated by the Fund for its asset
management, property management, development and redevelopment services and may
receive incentive payments if the Fund exceeds certain financial return
benchmarks. See the discussion in the "General Background" section of
this "Management's Discussion and Analysis of Financial Condition and
Results of Operation."

During the quarter ended September 30, 2002 the Operating Partnership
purchased 400,000 shares of the Company's common stock at $48.00 per share.
Since May 2001, the Operating Partnership has purchased approximately 511,200
shares at an average price per share of $48.00 totaling approximately
$24,536,000 of the $50,000,000 aggregate amount authorized for repurchase by the
Board of Directors.  The amount paid for the shares is reflected as a reduction
of the general partner's equity in the Operating Partnership's consolidated
balance sheet.

Forward Looking Statements

Certain statements in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and elsewhere in this
quarterly report on Form 10-Q which are not historical facts may be considered
forward looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of
1934, as amended, including statements regarding the Operating Partnership's
expectations, hopes, intentions, beliefs and strategies regarding the future.
Forward looking statements include statements about decreases and increases in
market rent for its multifamily properties and trends of such decreases and
increases, statements regarding the expected additional fees from, and the
expected tax treatment of, property dispositions, the Operating Partnership's
expectations as to the total projected costs of current development and
redevelopment projects and the projected stabilized operation dates for such
projects, beliefs as to the adequacy of future cash flows to meet operating
requirements and to provide for dividend payments in accordance with REIT
requirements, expectations as to the amount of non-revenue generating capital
expenditures for the year ended December 31, 2002, future acquisitions and
developments, the anticipated performance of the Essex Apartment Value Fund,
L.P. (the "Fund"), the anticipated performance of existing properties,
and statements regarding the Operating Partnership's financing activities. The
Operating Partnership's actual results may differ materially from those
projected in such forward-looking statements. Factors that might cause such a
difference include, but are not limited to, that market rental rates may
decrease or increase beyond what is currently expected, that the ultimate return
from property dispositions will differ from what is expected, that the total
costs of current development and redevelopment projects will exceed
expectations, that such projects will experience unexpected delays in completing
development or in leasing, that acquisitions will fail to meet expectations,
that future cash flows will be inadequate to meet operating requirements and/or
will be insufficient to provide for dividend payments in accordance with REIT
requirements, that the actual non-revenue generating capital expenditures will
exceed the Operating Partnership's current expectations, that the Fund will fail
to perform as anticipated, the Operating Partnership will not have access to the
debt and equity markets in a timely fashion in order to meet future funding
requirements, as well as those risks, special considerations, and other factors
discussed under the caption "Potential Factors Affecting Operating
Results" below and those discussed under the caption "Other
Matters/Risk Factors" in Item 1 of the Operating Partnership's Annual
Report on Form 10-K for the year ended December 31, 2001.



Potential Factors Affecting Future Operating Results

Many factors affect the Operating Partnership's actual financial performance
and may cause the Operating Partnership's future results to be different from
past performance or trends. These factors include those factors discussed under
the caption "Other Matters/Risk Factors" in Item 1 of the Operating
Partnership's Annual Report on Form 10-K for the year ended December 31, 2001
and the following:

Economic Environment and Impact on Operating Results

Both the national economy and the economies of the western states in which
the Operating Partnership owns, manages and develops properties have been and
continue to be in a recession. The impacts of such recession on operating
results can include, and are not limited to, reduction in rental rates,
occupancy levels, property valuations and increases in operating costs such as
advertising, turnover and repair and maintenance expense.

The Operating Partnership's property type and diverse geographic locations
provide some degree of risk moderation but are not immune to a prolonged down
cycle in the real estate markets in which the Operating Partnership operates.
Although the Operating Partnership believes it is well positioned to meet the
challenges ahead, it is possible that further reductions in occupancy and market
rental rates will result in reduction of rental revenues, operating income, cash
flows, and market value of the Company's shares. Prolonged recession could also
affect the Operating Partnership's ability to obtain financing at acceptable
rates of interest and to access funds from the disposition of properties at
acceptable prices.

Development and Redevelopment Activities

The Operating Partnership pursues multifamily residential properties and
development and redevelopment projects from time to time. Development projects
generally require various government and other approvals, the receipt of which
cannot be assured. The Operating Partnership's development and redevelopment
activities generally entail certain risks, including the following:

| |  |  | funds may be expended and management's time devoted to projects
that may not be completed;                        
| |  |  | ------------------------------------------------------------------------------------------------------------------
| |  |  | construction costs of a project may exceed original estimates
possibly making the project economically unfeasible;
| |  |  | projects may be delayed due to, among other things, adverse
weather conditions;                                   
| |  |  | occupancy rates and rents at a completed project may be less
than anticipated; and                                
| |  |  | expenses at a completed development project may be higher than
anticipated.                                       

These risks may reduce the funds available for distribution to
the Company's stockholders. Further, the development and redevelopment of
properties is also subject to the general risks associated with real estate
investments.

Interest Rate Fluctuations

The Operating Partnership monitors changes in interest rates and believes
that it is well positioned from both a liquidity and interest rate risk
perspective. However, current interest rates are at historic lows and
potentially could increase rapidly to levels more in line with recent levels.
The immediate effect of significant and rapid interest rate increases would
result in higher interest expense on the Operating Partnership's variable
interest rate debt. The effect of prolonged interest rate increases could
negatively impact the Operating Partnership's ability to make acquisitions and
develop properties at economic returns on investment and the Operating
Partnership's ability to refinance existing borrowings at acceptable rates.

Inflation

Inflationary increases would likely have a negative effect on property
operating results and such increases may be at greater rates of increases than
property rental rates in a period of recession. The Operating Partnership
believes it effectively manages its property and other expenses but understands
that a return to higher annual rates of inflation would result in increases to
operating expense.

Funds from Operations

Industry analysts generally consider funds from operations, ("Funds From
Operations"), an appropriate measure of performance of an equity REIT.
Generally, Funds From Operations adjusts the net income of equity REITs for non-
cash charges such as depreciation and amortization of rental properties,
gains/losses on sales of real estate property and extraordinary items.
Management considers Funds From Operations to be a useful financial performance
measurement of an equity REIT because, together with net income and cash flows,
Funds From Operations provides investors with an additional basis to evaluate
the ability of a REIT to incur and service debt and to fund acquisitions and
other capital expenditures. Funds From Operations does not represent net income
or cash flows from operations as defined by accounting principles generally
accepted in the United States of America ("GAAP") and is not intended
to indicate whether cash flows will be sufficient to fund cash needs. It should
not be considered as an alternative to net income as an indicator of the REIT's
operating performance or to cash flows as a measure of liquidity. Funds From
Operations does not measure whether cash flow is sufficient to fund all cash
needs including principal amortization, capital improvements and distributions
to shareholders. Funds From Operations also does not represent cash flows
generated from operating, investing or financing activities as defined under
GAAP. Further, Funds from Operations as disclosed by other REITs may not be
comparable to the Operating Partnership's presentation of Funds From Operations.

The following table sets forth the Operating Partnership's calculation of
Funds from Operations for the three and nine months ended September 30, 2002 and
2001.



`Three Months Ended           Nine Months Ended
                                                                       September 30,               September 30,
                                                                --------------------------  --------------------------
                                                                    2002          2001          2002          2001
                                                                ------------  ------------  ------------  ------------
Income from continuing operations before gain on sale of
  real estate, minority interests and discontinued operations  $ 16,578,000  $ 17,392,000  $ 53,296,000  $ 51,509,000
Adjustments:
    Gain on sale of co-investment activities, net (1)               (19,000)           --    (1,408,000)           --
    Depreciation and amortization                                 9,129,000     9,102,000    27,229,000    26,666,000
    Depreciation and amortization-unconsolidated co-investment    2,170,000     1,201,000     5,892,000     3,647,000
    Minority interests                                           (4,607,000)   (4,582,000)  (13,816,000)  (13,759,000)
    Income from discontinued operations                                  --       141,000       225,000       444,000
    Depreciation - discontinued operations                               --        95,000       191,000       284,000
                                                                ------------  ------------  ------------  ------------
    Funds From Operations                                      $ 23,251,000  $ 23,349,000  $ 71,609,000  $ 68,791,000
                                                                ============  ============  ============  ============
Weighted average number
  units outstanding diluted (2)                                  21,829,211    21,093,631    20,962,971    21,003,100
                                                                ============  ============  ============  ============`

(1) Gain on sale of co-investment activities has been decreased by $700,000
for the nine months ended September 30, 2002 due to reducing the Operating
Partnership's carrying value in a real estate technology fund investment.

(2) Includes all outstanding units of the general partner
common equity and assumes conversion of all limited partner common equity into
shares of the Company's common stock.



Item 3: Quantitative and Qualitative Disclosures About
Market Risk

The Operating Partnership is exposed to interest rate changes primarily as a
result of its line of credit and long-term debt used to maintain liquidity and
fund capital expenditures and expansion of the Operating Partnership's real
estate investment portfolio and operations. The Operating Partnership's interest
rate risk management objective is to limit the impact of interest rate changes
on earnings and cash flows and to lower its overall borrowing costs. To achieve
its objectives the Operating Partnership borrows primarily at fixed rates and
may enter into derivative financial instruments such as interest rate swaps,
caps and treasury locks in order to mitigate its interest rate risk on a related
financial instrument. The Operating Partnership does not enter into derivative
or interest rate transactions for speculative purposes.

The Operating Partnership's interest rate risk is monitored using a variety
of techniques. The table below presents the principal amounts and weighted
average interest rates by year of expected maturity to evaluate the expected
cash flows and sensitivity to interest rate changes. The Operating Partnership
believes that the principal amounts of the Operating Partnership's mortgage
notes payable and line of credit approximate fair value as of September 30, 2002
as interest rates and other terms are consistent with yields currently available
to the Operating Partnership for similar instruments.

`For Year Ended                              2002      2003      2004       2005      2006    Thereafter        Total
                                          --------  --------  ---------  --------  --------  -----------     ---------
Fixed rate debt (In thousands)
Amount                                   $  9,615  $ 24,110  $   6,445  $ 39,309  $ 18,607  $   402,994     $ 501,080
Average interest rate                         7.3%      7.3%       7.3%      7.3%      7.3%         7.3%

Variable rate LIBOR debt (In thousands)
Amount                                   $     --  $         $ 121,959  $     --  $     --  $    58,820 (1) $ 180,779
Average interest                               --                  2.9%       --        --          5.1%`

(1) Capped at interest rates ranging
from 7.1% to 7.3%.

The Operating Partnership does not have
any exposures related to forward contracts at September 30, 2002.

Item 4: Controls and Procedures

Within 90 days prior to the filing date of this report, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of
1934, as amended.  Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
are effective in timely alerting management to material information relating to
the Operating Partnership that is required to be included in our periodic
filings with the Securities and Exchange Commission.  There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Part II -- Other Information

Item 6: Exhibits and Reports on Form 8-K

1. Exhibits
2. Reports on Form 8-K

None











SIGNATURE

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 thereunto duly authorized.



| | ESSEX PORTFOLIO, L.P.
A California Limited Partnership
| | ------------------------------------------------------
| | (Registrant)                                          
| |                                                       

Date: November 14, 2002

| |                                                                                     |                 
| | ----------------------------------------------------------------------------------- | ----------------
| | By:                                                                                 | /S/ MARK J. MIKL
| | Mark J. Mikl                                                                       
| | Vice President and Controller
(Authorized Officer and Principal Accounting Officer)





ESSEX PORTFOLIO, L.P.



CERTIFICATIONpursuant to Section 302 of the 
Sarbanes-Oxley Act of 2002



I, Keith R. Guericke, Chief Executive Officer of Essex Property Trust, Inc.,
the general partner of the registrant Essex Portfolio, L.P., hereby certify
that:



1.	I have reviewed this quarterlyreport on Form10-Q of
Essex Portfolio, L.P.;

2.	Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterlyreport;

3.	Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;



4.	The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) 	designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;



b) 	evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and



c) 	presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;



5.	The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):



a) 	all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and



b) 	any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and



6. 	The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  November 14, 2002



/s/ Keith R. Guericke

Keith R. Guericke

Chief Executive Officer





ESSEX PORTFOLIO, L.P.



CERTIFICATIONpursuant to Section 302 of the 
Sarbanes-Oxley Act of 2002



I, Michael J. Schall, Chief Financial Officer of Essex Property Trust, Inc.,
the general partner of the registrant Essex Portfolio, L.P., hereby certify
that:



1.	I have reviewed this quarterlyreport on Form10-Q of
Essex Portfolio, L.P.;

2.	Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterlyreport;

3.	Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;



4.	The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) 	designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;



b) 	evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and



c) 	presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;



5.	The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):



a) 	all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and



b) 	any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and



6. 	The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  November 14, 2002



/s/ Michael J.
Schall

Michael J. Schall

Chief Financial Officer

---