<PAGE>

                                                                     EXHIBIT 3.2


                           CERTIFICATE OF AMENDMENT

                                      OF

                                 THE BYLAWS OF

                          ESSEX PROPERTY TRUST, INC.

                            a Maryland corporation

     The undersigned, Michael J. Schall, hereby certifies that:

          1.   He is the duly elected Assistant Secretary of Essex Property
Trust, Inc., a Maryland corporation (the "Company").

          2.   Effective as of February 14, 2000, Section 1.11 of Article I of
the Company's Bylaws was amended in its entirety to read as follows:

     SECTION 1.11  Annual Meetings and Stockholder Proposals.  Nominations of
                   -----------------------------------------
individuals for election to the Board of Directors and the proposal of business
to be considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by or at
the direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this Section 1.11, who is entitled to vote at the meeting and
who complied with the notice procedures set forth in this Section 1.11.

     For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of the preceding paragraph of
this Section 1.11, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation.  To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the corporation, not less than 45 days nor more than 75 days prior to
the date on which the corporation first mailed its proxy materials for the
previous year's annual meeting of stockholders (or the date on which the
corporation mails its proxy materials for the current year if during the prior
year the corporation did not hold an annual meeting or if the date of the annual
meeting was changed more than 30 days from the prior year).  Such stockholder's
notice shall set forth (i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (ii) as
to any other business that the stockholder proposes to being before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and of the beneficial owner, if
any, on whose behalf the proposal is made; and (iii) as to the stockholder
giving the notice and the beneficial owner, if any, on

                                       1
<PAGE>

whose behalf the nomination or proposal is made, (x) the name and address of
such stockholder, as they appear on the Corporation's books, and of such
beneficial owner and (y) the number of shares of each class of stock of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.

     Notwithstanding anything in the second sentence of the preceding paragraph
of this Section 1.11 to the contrary, in the event that the number of directors
to be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Section 1.11 shall also be considered timely, but only
with respect to nominees for any new positions created by such increase, if it
shall be delivered to the secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day following on
which such public announcement is first made by the Corporation.

     Notwithstanding the preceding two paragraphs, for nominations of
individuals for election as a "Series 1996A Director(s)" (as defined in Section
2.2), pursuant to clause (iii) of the first paragraph in this Section 1.11, to
be properly brought before a meeting of stockholders, the holder of "Series
1996A Stock" (as defined in Section 2.2) shall deliver his or her nomination(s)
to the Secretary of the Corporation at the principal executive offices not less
than 60 days nor more than 120 days prior to the first anniversary of the
preceding year's annual meeting.  The Corporation shall promptly notify the
holders of Series 1996A Stock if the date of the annual meeting is advanced by
more than 30 days from such anniversary date, and any nomination shall be
considered timely if delivered to the Secretary either within 60 days after
receipt of such notice or not less than 60 days prior to the date of the annual
meeting as contained in such notice.


          3.   Effective as of February 14, 2000, Section 2.2 of Article II of
the Company's Bylaws was amended in its entirety to read as follows:

               "SECTION 2.2  Number of Directors.  The Corporation shall have at
                             -------------------
least the minimum number of directors required by the Maryland General
Corporation Law.  The Corporation shall have a Board of Directors consisting of
eleven directors.  Ten of the eleven directors, hereinafter referred to as the
"Common Directors," shall be elected by the holders of common stock and the
holders of all classes or series of stock who vote together with the holders of
common stock and the remaining director, hereinafter referred to as the "Series
1996A Director" shall be elected by the holders of the 8.75% Convertible
Preferred Stock, Series 1996A (the "Series 1996A Stock"), voting separately as a
class.  The number of directors may be increased upon certain events as provided
in (i) Article First, Section 3 of the Articles Supplementary classifying
1,600,000 shares of Common Stock as shares of 8.75% Convertible Preferred Stock,
Series 1996A (or Article FIFTH, subsection (e) of any restatement of the
Charter) (the "Articles Supplementary (Series 1996A Stock)"), (ii) Article
Third, Section 6 of the Articles Supplementary classifying 2,000,000 shares of
Common Stock as shares of 7.875% Series B Cumulative Redeemable Preferred Stock
(or Article FIFTH, subsection

                                       2
<PAGE>

(f) of any restatement of the Charter), (iii) Articles First, Section 3.c of the
Articles Supplementary Reclassifying 6,617,822 shares of Common Stock as
6,617,822 shares of Series A Junior Participating Preferred Stock (or Article
FIFTH, subsection (g) of any restatement of the Charter), (iv) Article Third,
Section 6 of the Articles Supplementary classifying 500,000 shares of Common
Stock as 500,000 shares of 9 1/8% Series C Cumulative Redeemable Preferred Stock
(or Article FIFTH, subsection (h) of any restatement of the Charter), (v)
Article Third, Section 6 of the Articles Supplementary classifying 2,000,000
shares of Common Stock as 2,000,000 shares of 9.30% Series D Cumulative
Redeemable Preferred Stock (or Article FIFTH, subsection (h) of any restatement
of the Charter), (vi) Article Third, Section 6 of the Articles Supplementary
classifying 2,200,000 shares of Common Stock as 2,200,000 shares of 9.25% Series
E Cumulative Redeemable Preferred Stock (or Article FIFTH, subsection (h) of any
restatement of the Charter), and (vii) in any additional articles supplementary
to the Charter adopted by the Board of Directors pursuant to authority conferred
upon the Board of Directors by Article FIFTH of the Charter. All directors shall
be classified with respect to their respective terms of office as provided in
Section 2.3 and each director shall serve until the expiration of his or her
term and until his or her successor is elected and qualifies."

          IN WITNESS HEREOF, the undersigned has set his hand hereto this 14th
day of February 2000.



                                 /s/ Michael J. Schall
                                ----------------------------
                                Michael J. Schall
                                Assistant Secretary

                                       3