Exhibit 10.1

ELEVENTH AMENDMENT TO THE
                     FIRST AMENDED AND RESTATED
                     AGREEMENT OF LIMITED PARTNERSHIP OF
                      ESSEX PORTFOLIO, L.P.

Dated as of March 29, 2004

This Eleventh Amendment to the First Amended and Restated Agreement of
Limited Partnership of Essex Portfolio, L.P., as amended (as amended, the
"Partnership Agreement"), dated as of the date shown above (the
"Amendment"), is executed by Essex Property Trust, Inc., a
Maryland corporation (the "General Partner"), as the General
Partner and on behalf of the existing Limited Partners of Essex Portfolio, L.P.
(the "Partnership") and any individuals to whom Series Z-1
Incentive Units are issued and who are admitted as Additional Limited Partners
on or after the date of this Amendment in accordance with the terms of the
Partnership Agreement and this Amendment.

RECITALS

WHEREAS, the Partnership was formed pursuant to the Partnership
Agreement;

WHEREAS, the Partnership amended the Partnership Agreement in the Seventh
Amendment to the Partnership Agreement (the "Seventh
Amendment") to authorize the issuance of an aggregate amount of 400,000
Series Z-1 Incentive Units (the "Series Z-1 Incentive Units")
of limited partnership interests in the Partnership with rights, terms and
conditions as set forth in the Seventh Amendment;

WHEREAS, pursuant to the authority granted to the General Partner under the
Partnership Agreement, the General Partner desires to amend the Partnership
Agreement to provide that the Compensation Committee has the authority to
determine the schedule of percentage increase in the Distribution Ratchet
Percentage and the Conversion Ratchet Percentage for Series Z-1 Units at the
time of issuance of the Series Z-1 Units so long as such schedule is no less
favorable to the participating executives than the schedule set forth in the
Limited Partnership Agreement immediately prior to such amendment.

NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:

1. Definitions
2. Amended Definitions
3. Section 1.1
4. Amendment to Section 5 of the Seventh Amendment
5. Continuing Effect of Partnership Agreement
6. Counterparts

IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the
date indicated above.

GENERAL PARTNER

ESSEX PROPERTY TRUST, INC.,
a Maryland corporation as General Partner

of Essex Portfolio, L.P. and on behalf of the existing Limited Partners





By:

Keith R. Guericke

Chief Executive Officer & President

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Exhibit E

[Exhibit E to the Eleventh Amendment is the same as
Exhibit E to the Seventh Amendment]

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Exhibit R

List of Series Z-1 Unitholders



|Series Z-1 Unitholder | Number of Units
|--------------------- | ---------------
|Keith Guericke        | 10,607         
|Michael Schall        | 10,607         
|Craig Zimmerman       | 8,159          
|John Eudy             | 8,159          
|Bob Talbott           | 4,896          
|Jordan Ritter         | 4,896          
|John Burkart          | 4,569          
|Mark Mikl             | 4,569          
|Erik Alexander        | 16,971         
|Gerry Kelly           | 3,264          
|Maura Lederer         | 3,264          
|Bruce Knoblock        | 3,264          
|Bryan Meyer           | 3,264          
|Jamie Williams        | 9,464          

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Exhibit S

Series Z-1 Target FFO amounts

The Series Z-1 Target FFO per share will be equal to the lesser of
(a) 110% of the actual FFO per share in the prior year or (b) the following
amounts:



|2003 |  | $4.195
|---- |  | ------
|2004 |  | $4.61 
|2005 |  | $5.07 
|2006 |  | $5.58 
|2007 |  | $6.14 
|2008 |  | $6.75 
|2009 |  | $7.42 
|2010 |  | $8.16 
|2011 |  | $8.97 
|2012 |  | $9.87 

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