FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                 For the quarterly period ended March 31, 1998

                                       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 No. 333-44467-01

                              ESSEX PORTFOLIO, L.P.
             (Exact name of Registrant as specified in its Charter)

                  California                               77-0369575
         (State or other jurisdiction                  (I.R.S. Employer
       of incorporation or organization)              Identification No.)

                925 E. Meadow Drive, Palo Alto, California 94303
                    (Address of principal executive offices)
                                   (Zip code)

                                 (650) 494-3700
              (Registrant's telephone number, including area code)

   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 for such shorter  period that the Registrant
was  required  to file such  report,  and (2) has been  subject  to such  filing
requirements for the past 90 days. Yes X No __






<PAGE>




                                                                 INDEX

Exhibit
-------
Number   Description                                                 Page Number
------   -----------                                                 -----------

Part I:  Financial Information
-------  ---------------------
Item 1:  Financial Statements (Unaudited)                                 3

         Consolidated Balance Sheets
         as of March 31, 1998 and December 31, 1997                       4
         Consolidated Statements of Operations
         for the three months ended March 31, 1998 and 1997               5

         Consolidated Statements of  Partners' Capital
         for the three months ended March 31, 1998
         and the year ended December 31, 1997                             6
         Condensed Consolidated Statements of Cash Flows
         for the three months ended March 31, 1998 and 1997               7
         Notes to Condensed Consolidated Financial Statements             8

Item 2:  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                             12

Part II: Other Information
-------  -----------------

Item 2:  Changes in Securities and Use of Proceeds                       18

Item 6:  Exhibits and Reports on Form 8-K                                19

         Signatures                                                      20



                                  Page 2 of 20

<PAGE>

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  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  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.






                                  Page 3 of 20
<PAGE>
<TABLE>


                                                         ESSEX PORTFOLIO, L.P.
                                                      Consolidated Balance Sheets
                                                              (Unaudited)
                                                        (Dollars in thousands)

                                                                March 31,    December 31,
                          Assets                                  1998          1997
                          ------                               ----------    ---------
<S> .........................................................   <C>          <C>

Real estate:
     Rental properties:
          Land and land improvements ........................   $ 206,030    $ 182,416
          Buildings and improvements ........................     619,010      548,571
                                                                ---------    ---------
                                                                  825,040      730,987
          Less accumulated depreciation .....................     (61,236)     (58,040)
                                                                ---------    ---------
                                                                  763,804      672,947
     Investments ............................................       2,134        2,347
     Real estate under development ..........................      29,534       27,422
                                                                ---------    ---------
                                                                  795,472      702,716

Cash and cash equivalents-unrestricted ......................       5,574        4,282
Restricted cash .............................................      14,274        6,093
Notes and other related party receivables ...................      10,267        9,264
Notes and other receivables .................................       8,923        8,602
Prepaid expenses and other assets ...........................       6,685        3,838
Deferred charges, net .......................................       4,320        4,040
                                                                ---------    ---------
                                                                $ 845,515    $ 738,835
                                                                =========    =========
             Liabilities and Partners' Capital

Mortgage notes payable ......................................   $ 281,547    $ 248,997
Lines of credit .............................................      28,775       27,600
Accounts payable and accrued liabilities ....................      30,046       21,337
Distributions payable .......................................       9,919        9,189
Deferred gain ...............................................       5,002           --
Other liabilities ...........................................       4,649        4,208
                                                                ---------    ---------
                    Total liabilities .......................     359,938      311,331

Minority interests ..........................................       3,058        3,102
Partners' capital:
     General Partner:
          Common equity .....................................     361,191      361,410
          Preferred equity ..................................      37,505       37,505
                                                                ---------    ---------
                                                                  398,696      398,915
     Limited Partners:
          Common equity .....................................      25,548       25,487
          Preferred equity ..................................      58,275           --
                                                                ---------    ---------
                    Total partners' capital .................     482,519      424,402
                                                                ---------    ---------
                    Total liabilities and partners' capital     $ 845,515    $ 738,835
                                                                =========    =========


          See accompanying notes to the consolidated unaudited financial statements.
</TABLE>
                                         Page 4 of 20


<PAGE>
<TABLE>




                                      ESSEX PORTFOLIO, L.P.
                              Consolidated Statements of Operations
                                           (Unaudited)
                         (Dollars in thousands, except per unit amounts)

                                                        Three months ended
                                                   -----------------------------
                                                   March 31,           March 31,
                                                     1998                 1997
                                                  -------------    -------------
<S> ............................................   <C>             <C>

Revenues:
     Rental ....................................   $     26,530    $     17,356
     Interest and other income .................          1,306           1,195
                                                   ------------    ------------
                                                         27,836          18,551
                                                   ------------    ------------
Expenses:
     Property operating expenses:
        Maintenance and repairs ................          2,268           1,494
        Real estate taxes ......................          2,187           1,422
        Utilities ..............................          1,717           1,138
        Administrative .........................          1,903           1,152
        Advertising ............................            378             270
        Insurance ..............................            300             238
        Depreciation and amortization ..........          4,669           3,088
                                                   ------------    ------------
                                                         13,422           8,802
                                                   ------------    ------------
     Interest ..................................          3,797           3,363
     Amortization of deferred financing costs ..            144             127
     General and administrative ................            818             516
                                                   ------------    ------------
        Total expenses .........................         18,181          12,808
                                                   ------------    ------------
        Income before minority interests .......          9,655           5,743
     Minority interests ........................           (109)            (95)
                                                   ------------    ------------
            Net income .........................          9,546           5,648
     Distributions on preferred units ..........         (1,597)           (438)
                                                   ------------    ------------
        Net income available to common units ...   $      7,949    $      5,210
                                                   ============    ============
Per Operating Partnership Unit data:
     Basic:
        Net income .............................   $       0.43    $       0.39
                                                   ============    ============
        Weighted average number of partnership
             units outstanding during the period     18,491,659      13,449,606
                                                   ============    ============
     Diluted:
        Net income .............................   $       0.42    $       0.38
                                                   ============    ============
        Weighted average number of partnership
             units outstanding during the period     18,722,273      13,639,952
                                                   ============    ============
Distributions per Operating Partnership Unit: ..   $      0.450    $      0.435
                                                   ============    ============


           See  accompanying  notes  to  the  consolidated  unaudited  financial
statements.
</TABLE>
                                          Page 5 of 20


<PAGE>
<TABLE>
                                                        ESSEX PORTFOLIO, L.P.
                                              Consolidated Statements of Partners' Capital
                                           For the three months ended March 31, 1998 and the
                                                      year ended December 31, 1997
                                                              (Unaudited)
                                                    (Dollars and units in thousands)


                                               General Partner                          Limited Partners
                                  ----------------------------------------- ------------------------------------------
                                                               Preferred                                  Preferred
                                      Common Equity             Equity          Common Equity               Equity
                                  ------------------------      --------    ----------------------        ----------
                                   Units         Amount          Amount      Units         Amount           Amount        Total
                                  -------      ---------       ---------    -------      ---------         --------      -------
<S> ............................. <C>           <C>            <C>          <C>          <C>               <C>           <C>

Balances at December 31, 1996 ..  11,592        $ 205,302      $  17,505    1,855        $  24,239         $     --      $ 247,046
Contribution-net proceeds
     from preferred stock ......      --               --         20,000       --               --               --         20,000
Contribution-net proceeds
     from common stock .........   4,995          154,012             --       --               --               --        154,012
Contribution-net proceeds
     from options exercised ....      28              686             --       --               --               --            686
Contributions-net proceeds
     from partners .............      --               --             --       18              543               --            543
Net income .....................      --           26,636          2,681       --            4,005               --         33,322
Partners' distributions ........      --          (25,226)        (2,681)      --           (3,300)              --        (31,207)
                                   -----        ---------      ---------    -----        ---------        ---------       --------

Balances at December 31, 1997     16,615          361,410         37,505    1,873           25,487               --        424,402
                                                                                                                         
Contribution-net proceeds
     from perpetual preferred
     units .....................      --               --             --       --               --           58,275         58,275
Contribution-net proceeds
     from options exercised ....      12              208             --       --               --               --            208
Contribution-net proceeds
     from dividend reinvest-
     ment plan ................        2               --             --       --               --               --             --
Net income ....................       --            7,045            875       --              904              722          9,546
Partners' distributions .......       --           (7,472)          (875)      --             (843)            (722)        (9,912)
                                  ------        ---------      ---------   ------        ---------       ----------      ---------
Balances at March 31, 1998.....   16,629        $ 361,191      $  37,505    1,873        $  25,548       $   58,275      $ 482,519
                                 =======        =========      =========   ======        =========       ==========      =========


                               See accompanying notes to the consolidated unaudited financial statements
</TABLE>
                                                              Page 6 of 20


<PAGE>
<TABLE>


                                           ESSEX PORTFOLIO, L.P.
                              Condensed Consolidated Statements of Cash Flows
                                                (Unaudited)
                                           (Dollars in thousands)

                                                                                  Three months ended
                                                                        ----------------------------------------
                                                                             March 31,              March 31,
                                                                               1998                    1997
                                                                            -----------            -----------

<S> ...................................................................      <C>                   <C>

Net cash provided by operating activities .............................      $ 13,683              $ 12,674
                                                                             --------              --------
Cash flows from investing activities:
     Additions to rental properties ...................................       (99,578)              (51,032)
     Additions to restricted cash .....................................        (8,181)                   --
     Dispositions of rental properties ................................        15,842                    --
     Additions to notes receivable ....................................          (140)                 (785)
     Additions to real estate under development .......................        (2,112)                   --
     Investments in corporations and limited partnerships .............           161                   (64)
                                                                             --------              --------

          Net cash used in investing activities .......................       (94,008)              (51,881)
                                                                             --------              --------
Cash flows from financing activities:
     Proceeds from mortgage and other notes payable
          and lines of credit .........................................        74,275                34,420
     Repayment of mortgage and other notes payable
          and lines of credit .........................................       (40,550)                 (665)
     Additions to deferred charges ....................................          (424)                 (267)
     Additions to related party notes
          and other receivables .......................................        (3,836)              (22,805)
     Repayment of related party notes
          and other receivables .......................................         2,833                 1,361
     Decrease in offering related accounts payable ....................            25                  (630)
     Net proceeds from perpetual preferred units sale .................        58,275                    --
     Contributions from stock options exercised - general partner .....           208                    99
     Distributions to limited partners and minority interest ..........          (843)                 (807)
     Distributions to general partners ................................        (8,346)               (5,482)
                                                                             --------              --------
          Net cash provided by financing activities ...................        81,617                 5,224
                                                                             --------              --------
Net (decrease) increase in cash and cash equivalents ..................         1,292               (33,983)
Cash and cash equivalents at beginning of period ......................         4,282                46,899
                                                                             --------              --------
Cash and cash equivalents at end of period ............................      $  5,574              $ 12,916
                                                                             ========              ========
Supplemental disclosure of cash flow information:
          Cash paid for interest, net of amount capitalized ...........      $  3,410              $  3,126
                                                                             ========              ========
Supplemental disclosure of non-cash investing and financing activities:
               Mortgage notes payable assumed in connection
                    with purchase of real estate ......................      $     --                $ 30,818
                                                                             ========              ========

               Distributions payable ..................................      $  9,919              $  6,289
                                                                             ========              ========


                   See accompanying  notes to consolidated  unaudited  financial
statements.
</TABLE>

                                                Page 7 of 20


<PAGE>

                   Notes to Consolidated Financial Statements
                             March 31, 1998 and 1997
                                   (Unaudited)
        (Dollars in thousands, except for 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  (the  "General  Partner"),   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  General  Partner  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 generally accepted accounting
       principles. 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.

       The Company is the sole  general  partner in the  Operating  Partnership,
       owning an 89.9%, 89.9% and 88.0% general partnership interest as of March
       31, 1998, December 31, 1997 and March 31, 1997 respectively.

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

(2)    Significant Transactions
       ------------------------

       (A) Equity Transactions
       -----------------------

       On  February  6, 1998 the  Operating  Partnership  completed  the sale of
       1,200,000  units of its 7.875% Series B Cumulative  Redeemable  Preferred
       Units  ("Perpetual  Preferred  Units") to an institutional  investor in a
       private  placement,  at a price of $50.00 per unit. The net proceeds from
       this offering were $58,275.

       (B) Acquisitions
       ----------------

       (i) On February 25, 1998, the Operating  Partnership  acquired  Mirabella
       Apartments,  a 608 unit apartment community in Newbury Park,  California,
       for a contract price of $50,500.  In connection with this acquisition the
       Operating  Partnership  obtained a $25,000  variable  rate,  secured loan
       which  carries  interest at 1.5% over LIBOR and is due in February  2000.
       The community  features a swimming pool, spa,  exercise room,  volleyball
       court and golf putting green.

       (ii) On March 3, 1998, the Operating Partnership acquired Wimbledon Woods
       Apartments, a 560 unit apartment community in Hayward,  California, for a
       contract price of $44,000.  The community  features tennis courts,  spas,
       swimming pools and a weight room.

       These first quarter 1998  acquisitions were funded with proceeds from the
       Operating Partnership's February 1998 Perpetual Preferred Units offering,
       a loan secured by the Mirabella  Apartment  property as indicated  above,
       the  Operating  Partnership's  lines of  credit,  and  proceeds  from the
       disposition of the Operating Partnership's three retail shopping centers.


                                  Page 8 of 20


<PAGE>



                   Notes to Consolidated Financial Statements
                             March 31, 1998 and 1997
                                   (Unaudited)
        (Dollars in thousands, except for per share and per unit amounts)

       (C)  Dispositions
       ---  ------------

       On February 25, 1998, the Operating  Partnership sold its remaining three
       retail shopping centers,  Canby Square,  Garrison Square and Powell Villa
       located in the Portland,  Oregon  metropolitan area for a net sales price
       of  $15,842.  The  properties  were  sold to  partnerships  in which  the
       Operating  Partnership holds a 1% limited partnership  interest and Essex
       Management  Corporation ("EMC") holds a 1% general partnership  interest.
       The  other  limited  partners  were  granted  the  right to  require  the
       applicable  partnership  to redeem their  interest  for cash.  Subject to
       certain  conditions,  the Operating  Partnership  may elect to deliver an
       equivalent number of shares of the Company's Common Stock in satisfaction
       of the applicable  partnership's cash redemption  obligation.  Due to the
       structure of the  transaction,  a  conservative  application of generally
       accepted  accounting  principles  was utilized and the net gain of $5,002
       was deferred.

       (D)  Debt Related Transactions
       ---  -------------------------

       On March 12, 1998,  the  Operating  Partnership  obtained a 6.885% ten
       year fixed rate loan in the amount of $8,500.  This loan is secured by
       The Bluffs Apartments.

       (E)  Subsequent Events
       ---  -----------------

       On April 20, 1998 the Operating Partnership completed the sale of 400,000
       units of its Perpetual Preferred Units to the same institutional investor
       who had purchased  1,200,000  Perpetual Preferred Units in February 1998,
       at a price of $50.00 per unit.  The net proceeds  from this offering were
       $19,500.

(3)    Related Party Transactions
       --------------------------

       All general and  administrative  expenses of the Company,  the  Operating
       Partnership and Essex Management Corporation ("EMC"), are initially borne
       by the Operating  Partnership,  with a portion subsequently  allocated to
       EMC. Expenses  allocated to EMC for the three months ended March 31, 1998
       totaled  $76  and  are   reflected   as  a   reduction   in  general  and
       administrative  expenses in the accompanying  consolidated  statements of
       operations.

       Rental income in the accompanying  consolidated  statements of operations
       includes  related  party rents  earned from space  leased to The Marcus &
       Millichap Company ("M&M"), including operating expense reimbursement,  of
       $201 and  $171 for the  three  months  ended  March  31,  1998 and  1997,
       respectively.

       Other income for the three months ended March 31, 1998 includes  interest
       income  of $205  earned  principally  under  notes  receivable  from  the
       partnerships  which  collectively  own Highridge  Apartments,  a 255 unit
       multifamily   property   located  in  Rancho  Palos   Verde,   California
       ("Highridge"),  the  partnerships  which  collectively own an approximate
       30.7% minority  interest in Pathways  Apartments,  a 296 unit multifamily
       property  located in Long  Beach,  California  ("Pathways")  and from the
       investment  of short term excess  cash.  For the three months ended March
       31,  1998,  the  Operating  Partnership  earned  $101 and $95 of dividend
       income  from  Essex   Sacramento   Corporation   and  Essex   Fidelity  I
       Corporation,  respectively. In addition, the Operating Partnership earned
       management  fee income of $105 for the three months ended March 31, 1998,
       from Anchor Village,  Highridge,  Pathways,  and the  partnerships  which
       collectively  own  the  three  retail  shopping  centers  located  in the
       Portland, Oregon metropolitan area.




                                  Page 9 of 20


<PAGE>



                   Notes to Consolidated Financial Statements
                             March 31, 1998 and 1997
                                   (Unaudited)
              (Dollars in thousands, except for per share amounts)

       Prior to the Operating  Partnership's  February 1998  disposition  of its
       remaining  three  retail  shopping  centers,  EMC charged  the  Operating
       Partnership for property management  services for these centers.  The fee
       paid by the Operating  Partnership for such services for the three months
       ended March 31, 1998 was $7, and is included in administrative expense in
       the accompanying consolidated statements of operations.
<TABLE>

         Notes and other related party receivables as of March 31, 1998 and 
         December 31, 1997 consist of the following:

                                                             March 31,  December 31,
                                                               1998        1997
                                                               ----        ----
<S> .........................................................   <C>       <C>

         Notes and other related party receivables:
         Note receivable from Highridge Apartments
          secured, bearing interest at 9%, due March, 2008 ..   $ 2,750   $ 2,750

         Notes receivable from Fidelity I,  secured,
          bearing interest at 12%, due December 1998 ........     1,580     1,580

         Note receivable from Fidelity I and JSV, secured,
           bearing interest at 9.5%-10%, due 2015 ...........     1,026       726

         Notes receivable from Highridge Apartments,
           non-interest bearing, due on demand ..............     2,566     1,699

         Loans to officers, bearing interest at 8%, due April
           2006                                                     375       375

         Other related party receivables, substantially
           due on demand ....................................     1,970     2,134
                                                                -------   -------
                                                                $10,267   $ 9,264
                                                                =======   =======
</TABLE>

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

(4)    New Accounting Pronouncements:
       ------------------------------

       In June 1997,  the FASB  issued  Financial  Accounting  Standard  No. 130
       (SFAS130), Reporting Comprehensive Income. SFAS 130 is effective with the
       year-end 1998  financial  statements;  however,  the total  comprehensive
       income is  required  in the  financial  statements  for  interim  periods
       beginning in 1998.  In June 1997,  the FASB issued  Financial  Accounting
       Standard No. 131,  Disclosure About Segments of An Enterprise and Related
       Information.  SFAS 131 is  effective  with the  year-end  1998  financial
       statements.  In  February  1998,  the FASB  issued  Financial  Accounting
       Standards  No.  132,  Employees'  Disclosures  about  Pensions  and Other
       Postretirement  Benefits.  SFAS 132 is effective  with the year-end  1998
       Financial  Statements.  Management  believes  that the  adoption of these
       statements will not have a material impact on the Operating Partnership's
       financial statements.

 (5)   Net Income Per Unit:
       --------------------

       Net  income  per  unit in the  accompanying  consolidated  statements  of
       operations is calculated  for March 31, 1998 and 1997,  respectively,  by
       dividing net income applicable to the Operating

                                  Page 10 of 20
<PAGE>

                   Notes to Consolidated Financial Statements
                             March 31, 1998 and 1997
                                   (Unaudited)
              (Dollars in thousands, except for per share amounts)



       Partnership  units of $7,949 and $5,210 by the weighted average number of
       units  outstanding  during  the  period.  Net  income  applicable  to the
       Operating   Partnership  Units  are  calculated  by  deducting  preferred
       distributions   of  $1,597  and  $438  for  March  31,   1998  and  1997,
       respectively, from net income.




                                  Page 11 of 20
<PAGE>


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

The  following  discussion  is based  primarily  on the  condensed  consolidated
financial  statements  of the Operating  Partnership  for the three months ended
March 31, 1998 and 1997.

This   information   should  be  read  in  conjunction   with  the  accompanying
consolidated  financial statements and notes thereto. These 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  Company'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 March 31, 1998 and 1997, owned an 89.9% and 88.0% general
partnership interest in the Operating Partnership, respectively.

Certain  statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations,"  and elsewhere in the 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 regarding potential acquisitions,  the anticipated
performance of future acquisitions, recently completed acquisitions and existing
properties,  and  statements  regarding  the Operating  Partnership's  financing
activities.  Such  forward-looking  statements  involve known and unknown risks,
uncertainties  and other  factors  including,  but not limited to,  those risks,
special  considerations,  and other factors  discussed  under the caption "Other
Matters"  in Item 1 of the  Company's  Annual  Report  on Form 10-K for the year
ended December 31, 1997, and those other risk factors and special considerations
set forth from time to time in the  Operating  Partnership's  other filings with
the  Securities and Exchange  Commission  (the "SEC") which may cause the actual
results,  performance  or  achievements  of  the  Operating  Partnership  to  be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by such forward-looking statements.

General Background

The Operating  Partnership's  revenues are generated  primarily from multifamily
residential,  retail and commercial property operations, which accounted for 97%
and 95% of its  revenues  for the three  months  ended  March 31, 1998 and 1997,
respectively.  The Operating  Partnership's  properties (the  "Properties")  are
located  in  California,   Washington  and  Oregon.   Occupancy  levels  of  the
multifamily residential Properties in these markets have generally remained high
(averaging over 95% for the last five years).

Since the Operating  Partnership  began  operations in June 1994,  the Operating
Partnership   has  acquired   ownership   interests  in  forty-six   multifamily
residential properties, of which twenty-nine are located in California,  sixteen
are located in  Washington  and one is located in Oregon.  In  aggregate,  these
acquisitions  consist of a total of 8,867 units and had a total capitalized cost
of  approximately  $653.1 million.  As part of its active  portfolio  management
strategy,  the Operating  Partnership has sold, since it began operations,  five
multifamily  residential properties in Northern California consisting of a total
of  579  units  and  six  retail  shopping  centers  in  the  Portland,   Oregon
metropolitan  area at an  aggregate  gross  sales price of  approximately  $59.0
million  resulting in net aggregate  gain  recognition  of  approximately  $13.6
million.
                                  Page 12 of 20


<PAGE>




Average  financial  occupancy  rates ( the  percentage  resulting  from dividing
actual rents by total possible rents as determined by valuing  occupied units at
contractual   rates  and  vacant  units  at  market   rents)  of  the  Operating
Partnership's multifamily properties on a same-property basis decreased to 95.7%
for the three months ended March 31, 1998 from 96.4%, for the three months ended
March 31, 1997. The regional breakdown of such financial occupancy for the three
months ended March 31, 1998 and 1997 is as follows:

                                       March 31,                  March 31,
                                         1998                        1997
                                         ----                        ----

Northern California                      97.1%                       97.2%
Pacific Northwest                        94.0%                       96.7%
Southern California                      95.0%                       93.8%

The  commercial  properties  were 98% occupied  (based on square  footage) as of
March 31, 1998.

Results of Operations

Comparison  of the Three  Months  Ended March 31, 1998 to the Three Months Ended
March 31, 1997.

Total  Revenues  increased by  $9,285,000 or 50.1% to  $27,836,000  in the first
quarter of 1998 from  $18,551,000  in the first  quarter of 1997.  The following
table sets forth a breakdown of these  revenue  amounts,  including the revenues
attributable to properties that the Operating  Partnership owned for both of the
quarters ended March 31, 1998 and 1997 ("Quarterly Same Store Properties").
<TABLE>


                                               Three Months Ended
                                                     March 31,        Dollar     Percentage
                                               1998         1997      Change       Change
                                               ----         ----      ------       ------
                                                         (dollars in thousands)      
                                      Number of
Rental income                        Properties
                                     ----------
<S> .............................       <C>    <C>       <C>       <C>             <C>

  Quarterly Same Store Properties
    Northern California .........        11    $ 8,021   $ 7,184   $   837         11.7%
    Pacific Northwest ...........        12      5,328     5,142       186          3.6
    Southern California .........         3      2,048     1,917       131          6.8
    Commercial ..................         1        466       402        64         15.9
                                       -----    -------   -------   -------   ---------
                                                                                  
 Total Quarterly Same
    Store Properties ............        27     15,863    14,645     1,218          8.3%

  Properties acquired/
    disposed of subsequent
         to January 1, 1996 .....               10,667     2,711     7,956        293.5%
  Total rental income ...........               26,530    17,356     9,174         52.9
  Other income ..................                1,306     1,195       111          9.3
                                               -------   -------   -------   ----------                                          
  Total revenues ................              $27,836   $18,551   $ 9,285         50.1%
                                               =======   =======   =======   ==========
</TABLE>



As set forth in the above table,  $7,956,000 of the $9,285,000 increase in total
revenues is  attributable  to  properties  acquired or disposed of subsequent to
January  1,  1997.  During  this  period,  the  Operating  Partnership  acquired
interests in thirty-two multifamily  properties (the "Acquisition  Properties"),
and disposed of one multifamily  property and six retail  shopping  centers (the
"Disposition Properties").


                                                           Page 13 of 20
<PAGE>

Of the increase in total  revenues,  $1,218,000 is  attributable to increases in
rental income from the Quarterly Same Store  Properties.  Rental income from the
Quarterly Same Store Properties  increased by approximately  8.3% to $15,863,000
in the first quarter of 1998 from  $14,645,000 in the first quarter of 1997. The
majority of this increase was attributable to the eleven  multifamily  Quarterly
Same Store Properties located in Northern California, the rental income of which
increased by $837,000 or 11.7% to  $8,021,000  in the first quarter of 1998 from
$7,184,000  in the first quarter of 1997.  This  $837,000  increase is primarily
attributable  to rental rate  increases as reduced by the effect of the decrease
in financial  occupancy to 97.1% in the first  quarter of 1998 from 97.2% in the
first quarter of 1997. The twelve multifamily  residential properties located in
the Pacific Northwest  accounted for the next largest regional  component of the
Quarterly Same Store  Properties  rental income  increase.  The rental income of
these  properties  increased  by  $186,000  or 3.6% to  $5,328,000  in the first
quarter  of 1998 from  $5,142,000  in the first  quarter of 1997.  The  $186,000
increase is primarily  attributable  to rental rate  increases as reduced by the
effect of the decrease in financial  occupancy to 94.0% in the first  quarter of
1998, from 96.7% in the first quarter of 1997. The three  properties in Southern
California also contributed  towards this Quarterly Same Store Properties rental
income increase.  The rental income of these properties increased by $131,000 or
6.8% to  $2,048,000  in the first  quarter of 1998 from  $1,917,000 in the first
quarter of 1997. The $131,000  increase is attributable to rental rate increases
and the  increase in financial  occupancy to 95.0% in the first  quarter of 1998
from 93.8% in the first quarter of 1997.

The  increase  in  total   revenue  also   reflected  an  increase  of  $111,000
attributable  to other  income,  the most  significant  component  of which  was
dividend income from two related corporations in which the Operating Partnership
has a preferred stock investment.

Total Expenses increased by $5,373,000 or approximately  41.9% to $18,181,000 in
the  first  quarter  of 1998 from  $12,808,000  in the  first  quarter  of 1997.
Interest  expense  increased  by  $434,000 or 12.9% to  $3,797,000  in the first
quarter of 1998 from  $3,363,000 in the first quarter of 1997. Such increase was
primarily  due to the net addition of  outstanding  mortgage  debt in connection
with  property  and  investment   acquisitions.   Property  operating  expenses,
exclusive of depreciation and amortization,  increased by $3,039,000 or 53.2% to
$8,753,000 in the first quarter of 1998 from  $5,714,000 in the first quarter of
1997.  Of  such  increase,   $2,902,000  was  attributable  to  the  Acquisition
Properties and the Disposition  Properties.  General and administrative expenses
represents  the costs of the Operating  Partnership's  various  acquisition  and
administrative   departments   as  well  as   partnership   administration   and
non-operating expenses. Such expenses increased by $302,000 in the first quarter
of 1998 from the amount for the first quarter of 1997.  This increase is largely
due to  additional  staffing  requirements  resulting  from  the  growth  of the
Operating Partnership.

Net income  increased by  $3,898,000  to $9,546,000 in the first quarter of 1998
from  $5,648,000 in the first  quarter of 1997. A  significant  component of the
increase  in net income was  primarily a result of the net  contribution  of the
Acquisition  Properties  and the  increase  in net  operating  income  from  the
Quarterly Same Store Properties.

Liquidity and Capital Resources

At March 31, 1998, the Operating Partnership had $5,574,000 of unrestricted cash
and cash equivalents.  The Operating  Partnership expects to meet its short-term
liquidity  requirements by using its working capital,  the net proceeds from the
sale of Perpetual  Preferred  Units (as defined  below),  and amounts  available
under lines of credit.  The Operating  Partnership  believes that its future net
cash flows will be adequate to meet  operating  requirements  and to provide for
payment of dividends by the Company in accordance  with REIT  requirements.  The
Operating   Partnership  has  credit  facilities  in  the  committed  amount  of
approximately  $87,000,000.  At March 31,  1998 the  Operating  Partnership  had
$28,775,000  outstanding on its lines of credit,  with interest rates during the
first quarter of 1998 ranging from 7.2% to 7.5%. Subsequent to the quarter ended
March 31, 1998, the Operating  Partnership  repaid a portion of its  outstanding
lines of credit balance with the proceeds from the sale of additional  Perpetual
Preferred  Units.  The  Operating  Partnership  expects  to meet  its  long-term
liquidity  requirements relating to property acquisition and development (beyond
the next 12 months) by using working capital, amounts available on

                                  Page 14 of 20
<PAGE>

lines 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 long-term
liquidity  requirements or that future working capital, and borrowings under the
lines 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's  unrestricted  cash balance increased by $1,292,000
from $4,282,000 as of December 31, 1997 to $5,574,000 as of March 31, 1998. This
increase was  primarily a result of  $13,683,000  of cash  provided by operating
activities, and $81,617,000 of cash provided by financing activities, which were
reduced by $94,008,000 of cash used in investing activities.  Of the $94,008,000
net cash used in  investing  activities,  $99,578,000  was used to purchase  and
upgrade  rental  properties,  $2,112,000  was  used to fund  real  estate  under
development,  and  $8,181,000  was  used to fund an  increase  in the  Operating
Partnership's  restricted  cash;  these  expenditures  were primarily  offset by
$15,842,000  of  proceeds   received  from  the   disposition  of  three  retail
properties.  The  $81,617,000  net cash  provided by  financing  activities  was
primarily a result of  $74,275,000  of proceeds  from  mortgage  and other notes
payable and lines of credit and  $58,275,000  net  proceeds  from the  Perpetual
Preferred  Units sale as offset by  $40,550,000  of  repayments of mortgages and
other   notes    payable   and   lines   of   credit,    and    $9,189,000    of
dividends/distributions paid.

As  of  March  31,  1998,  the  total  amount  of  the  Operating  Partnership's
outstanding debt was $310,322,000.  Such indebtedness  consisted of $197,727,000
in fixed rate debt,  $53,775,000  of variable rate debt and  $58,820,000 of debt
represented by tax exempt  variable rate demand bonds,  of which  $29,220,000 is
capped at a maximum interest rate of 7.2%.

As of  March  31,  1998,  34  of  the  Operating  Partnership's  majority  owned
Properties were encumbered by debt. The agreements underlying these encumbrances
contain customary restrictive covenants which the Operating Partnership believes
do not have a material adverse effect on the Operating Partnership's operations.
As of March 31, 1998,  the Operating  Partnership  was in  compliance  with such
covenants.  Also, of the  Operating  Partnership's  34 Properties  encumbered by
debt,  17 were secured by deeds of trust  relating  solely to those  Properties.
With respect to the remaining 17 Properties,  three cross collaterized mortgages
were secured by 8 Properties, 3 Properties and 3 Properties, respectively, and a
separate line of credit was secured by 3 Properties.

The  Operating  Partnership  expects to incur  approximately  $300 per  weighted
average occupancy unit in non-revenue  generating  capital  expenditures for the
year ended December 31, 1998. These expenditures do not include the improvements
required in connection with the origination of mortgage loans,  expenditures for
Acquisition  Properties  renovations  and  improvements,  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 lines of credit  will fund such  expenditures.  However,
there can be no  assurance  that the actual  expenditures  incurred  during 1998
and/or funded  thereof will not be  significantly  different  than the Operating
Partnership's current expectations.

The Operating  Partnership is developing six multifamily  residential  projects,
which are anticipated to have an aggregate of  approximately  1,330  multifamily
units.  The Operating  Partnership  expects that such projects will be completed
during the next two years (1998 and 1999).  Such projects  involve certain risks
inherent  in  real  estate   development.   See  "Other  Matters  -  Development
Activities;  Risks That Developments Will Be Delayed or Not Completed" in Item 1
of the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
1997. 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
approximately  $77,000,000.  The  Operating  Partnership  expects  to fund  such
commitments  with some  combination of its working capital amounts  available on
its lines 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.

                                  Page 15 of 20
<PAGE>

The Operating  Partnership pays quarterly  distributions 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 lines of credit.

On March 31, 1997,  the Company  completed  the sale of 2,000,000  shares of its
Common Stock to Cohen & Steers at a price of $29.125 per share.

On June 20, 1997, the Company completed the sale of an additional $20,000,000 of
its convertible preferred stock to Tiger/Westbrook.

On September  10,  1997,  the Company  completed a public  offering of 1,495,000
shares of its Common Stock at a net price of $31.00 per share.

On December 8, 1997, the Company completed a public offering of 1,500,000 shares
of Common Stock at a net price of $35.50 per share.

On February 6, 1998, the Operating  Partnership  completed the sale of 1,200,000
units of its 7.875% Series B Cumulative  Redeemable  Preferred Units ("Perpetual
Preferred Units") to an institutional investor at a price of $50.00 per unit.

On April 20, 1998, The Operating Partnership completed the sale of 400,000 units
of its  Perpetual  Preferred  Units  at a  $50.00  per  unit  price  to the same
institutional investor who purchased the 1,200,000 units in February 1998.

The proceeds from these  offerings were used primarily to reduce  balances under
the  Operating  Partnership's  lines  of  credit  and to fund  acquisitions  and
development of multifamily properties.

In the first  quarter  of 1998,  the  Operating  Partnership  and Essex  filed a
registration  statement  (the  "1998  Shelf  Registration  Statement")  with the
Securities  and  Exchange  Commission  (the "SEC") to register  $300,000,000  of
equity  securities of Essex and $250,000,000 of debt securities of the Operating
Partnership. Prior to the filing of the 1998 Shelf Registration Statement, Essex
had  approximately  $42,000,000  of capacity  remaining  on a  previously  filed
registration statement which registered shares of common stock, preferred stock,
depository shares and warrants to purchase common and preferred stock.

The Operating Partnership is currently evaluating  appropriate courses of action
regarding "year 2000"  compliance.  The Operating  Partnership has contacted its
current  software  vendor and had  determined  that an upgraded  package will be
available  for  implementation.  Total costs are not expected to have a material
impact on operations.

Funds from Operations

Industry  analysts   generally  consider  funds  from  operations  ("Funds  From
Operations"),  an  appropriate  measure of  performance  of an equity REIT.  The
Company, the sole general partner in the Operating  Partnership,  has elected to
be treated as a REIT under the Code.  Generally,  Funds From Operations  adjusts
the net income of equity REITs for non-cash  charges  such as  depreciation  and
amortization of rental properties and non-recurring gains or losses.  Management
generally  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 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

                                  Page 16 of 20
<PAGE>

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 Company's calculation of Funds From Operations.

The following table sets forth the Operating Partnership's  calculation of Funds
From Operations for the quarters ended March 31, 1998 and 1997.

                                                 Three months ended
                                                 ------------------
                                          March 31, 1998       March 31, 1997
                                          --------------       --------------


Income before minority interests .....   $  9,655,000           $  5,743,000
Adjustments:
         Depreciation & amortization .      4,669,000              3,088,000
         Adjustment for unconsolidated
           joint venture .............   s    296,000                     --

         Minority interests ..........       (907,000)              (138,000)
                                         ------------           ------------ 

         Funds from Operations .......   $ 13,713,000           $  8,693,000
                                         ============           ============
     Weighted average number of
      Company shares outstanding 
      diluted (1) ....................     20,550,845             14,554,238
                                         ============           ============


(1) Includes all outstanding shares of the Company's common stock and assumes 
conversion of all outstanding operating partnership interests in the
Operating  Partnership  and  Convertible  Preferred  Stock  into  shares  of the
Company's  Common  Stock.  Also  includes  Common  Stock  equivalents.  Minority
interest have been adjusted to reflect such conversion.

The National  Association of Real Estate Investment Trust ("NAREIT"),  a leading
industry  trade  group,  has  approved  a  revised   definition  of  Funds  from
Operations, which provides, in part, that the amortization of deferred financing
costs is no longer to be added  back to net income in the  calculation  of Funds
from Operations.  Consistent with the NAREIT  recommendation,  Essex has adopted
this new definition beginning in 1996.




                                  Page 17 of 20
<PAGE>

Part II   Other Information
-------   -----------------

Item 2:       Changes in Securities and Use of Proceeds
              -----------------------------------------

              (c)   Recent Sales of Unregistered Securities

              On February  6, 1998,  the  Operating  Partnership  completed  the
              private   placement  of  1,200,000   7.875%  Series  B  Cumulative
              Redeemable  Preferred  Units (the  "Perpetual  Preferred  Units"),
              representing  a  limited  partnership  interest  in the  Operating
              Partnership,   to  an  institutional  investor  in  return  for  a
              contribution  to the Operating  Partnership  of  $60,000,000.  The
              Perpetual Preferred Units will become  exchangeable,  on a one for
              one  basis,  in whole or in part at any time on or after the tenth
              anniversary  of the date of this  private  placement  (or  earlier
              under certain  circumstances)  for shares of the Company's  7.875%
              Series B Cumulative  Redeemable  Preferred Stock, par value $.0001
              per share (the "Series B Preferred Stock").  Pursuant to the terms
              of a  registration  rights  agreement,  entered into in connection
              with this  private  placement,  the  holders of Series B Preferred
              Stock will have  certain  rights to cause the  Company to register
              such shares of Series B Preferred Stock. On February 10, 1998, the
              Company  filed  Articles  Supplementary   reclassifying  2,000,000
              shares  of its  Common  Stock  par  value  $.0001  per  share,  as
              2,000,000 shares of Series B Preferred Stock and setting forth the
              rights,  preferences  and  privileges  of the  Series B  Preferred
              Stock.

              On April 20, 1998, the Operating Partnership completed the private
              placement of an additional 400,000 Perpetual  Preferred Units with
              the  same  institutional  investor  in  return  of  an  additional
              contribution to the Operating Partnership of $20,000,000. The sale
              of  the  additional  400,000  Perpetual  Preferred  Units  was  on
              substantially  the  same  terms  as  the  sale  by  the  Operating
              Partnership  of  1,200,000  Series B  Preferred  Units in February
              1998.

              The net proceeds  from the above private  placements  were used or
              are  planned  to  be  used  primarily  to  fund   acquisition  and
              development activities and for general purposes.

              Each of the above private placements was completed pursuant to the
              exemption  from   registration   contained  in  Section  4(2)  the
              Securities Act of 1933, as amended.





                                  Page 18 of 20
<PAGE>

Item 6:  Exhibits and Reports on Form 8-K

         A.    Exhibits                                                  Page
         --    --------                                                  ----


          3.1    Articles  Supplementary  reclassifying  
                 2,000,000 shares of Common Stock as 2,000,000  
                 shares of 7.875%  Series B  Cumulative  
                 Redeemable Preferred Stock, filed with the 
                 State of Maryland on February 10, 1998
                 (incorporated by reference to the identically
                 numbered exhibit to the Company's Current Report
                 on Form 8-K, filed March 3, 1998).                        --

          10.1   First  Amendment to the First  Amended and
                 Restated  Agreement of Limited  Partnership
                 of Essex Portfolio,  L.P., dated February 6,
                 1998 (incorporated by reference to the 
                 identically  numbered exhibit to the 
                 Company's Current Report on Form 8-K, 
                 filed March 3, 1998).                                     --

          10.2   Second  Amendment to the First Amended 
                 and Restated  Agreement of Limited  Partnership
                 of Essex  Portfolio,  L.P.,  dated April 20, 1998
                 (incorporated  by  reference  to  Exhibit  No.
                 10.1 to the  Company's Current Report on Form 8-K,
                 filed April 23, 1998).                                    --

          11.1   Statement regarding Computation of Earnings per Unit      20

          12.1   Schedule of Computation of Ratio of Earnings to
                 Fixed Charges and Preferred Unit Distribution             21

          27.1   Article 5 Financial Data Schedule (EDGAR Filing Only)     --






  B. Reports on Form 8-K
  ----------------------

     On March 3, 1998,  Essex filed a current report on Form 8-K,  regarding its
     private  placement  of  1,200,000  units of its 7.875%  Series B Cumulative
     Redeemable Preferred Units to an institutional investor.

     On March 30, 1998, Essex filed a current report on Form 8-K,  regarding its
     purchase of Casa Mango, Village at Cascade Park and Mirabella Apartments.

     On April 23, 1998, Essex filed a current report on Form 8-K,  regarding its
     private  placement  of  400,000  units of its  7.875%  Series B  Cumulative
     Redeemable   Preferred  Units  to  the  same  institutional   investor  who
     previously purchased 1,200,000 of such units.

     On May 14, 1998,  Essex filed a current  report on Form 8-K,  regarding its
     purchase of Wimbledon Woods and Bunker Hill Towers.




                                  Page 19 of 20
<PAGE>




                                   Signatures


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

                             By:  Essex Property Trust, Inc.
                             Its: General Partner

                             /s/ Mark J. Mikl
                             ----------------
                             By: Mark J. Mikl
                             Its: Controller
                             (Authorized Officer and
                              Principal Accounting Officer)


                             June 26, 1998
                             -------------
                             Date



                                  Page 20 of 20
<PAGE>
<TABLE>

                                                                                                                        Exhibit 11.1
                              ESSEX PORTFOLIO, L.P.
                  Statement of Computation of Earnings per Unit
                 (Dollars in thousands except per unit amounts)



                                                                                    Quarter ended March 31,
                                                                                    1998               1997

<S> ..........................................................................   <C>              <C>

Basic:
     Net  income .............................................................   $     9,546      $     5,648
     Less:
              Distributions on Preferred Interest  for 8.75% Series 1996A
              Convertible Preferred Stock ....................................           875              438
              Distributions on 7.875% Series B Cumulative Redeemable Preferred
              Units ..........................................................           722                0
                                                                                 ===========      ===========

     Net income applicable to general and limited partners ...................   $     7,949      $     5,210
                                                                                 ===========      ===========

     Weighted average number of units outstanding
              during the period ..............................................    18,491,659       13,449,606
                                                                                 ===========      ===========

     Net income per partnership unit .........................................   $      0.43      $      0.39
                                                                                 ===========      ===========

Diluted:
     Adjusted units - basic, from above ......................................    18,491,659       13,449,606
     Weighted average units issuable upon conversion of the
              8.75% Series 1996A Convertible Preferred Stock
              of 1,828,572 and 914,286 in 1998 and 1997, respectively,
              excluded as anti-dilutive
     Additional weighted average units of dilutive stock options
              using the average stock price under the treasury stock method ..       230,614          190,346
                                                                                 -----------      -----------
     Weighted average number of units outstanding
              during the period ..............................................    18,722,273       13,639,952
                                                                                 ===========      ===========

     Net income per partnership unit .........................................   $      0.42      $      0.38
                                                                                 ===========      ===========



</TABLE>

<PAGE>






<TABLE>

                                                                   Exhibit 12.1
                              ESSEX PORTFOLIO, L.P.
 Schedule of computation of Ratio of Earnings to Fixed Charges and Preferred Distributions
                          (in thousands, except ratios)


                                                 Three months     Year ended     Year ended      Year ended
                                                     ended
                                                   March 31,     December 31,    December 31,    December 31,
                                                     1998            1997            1996            1995
                                                  -----------    ------------    ------------    ------------
<S> ......................................         <C>           <C>             <C>             <C>

Earnings:
  Income before minority interests .......         $   9,655     $   34,146      $   14,970      $   14,244
  Interest expense                                     3,797         12,659          11,442          10,928
  Amortization of deferred financing costs               144            509             639           1,355
                                                     -------        -------      ----------         -------
  Total earnings .........................            13,596         47,314          27,051          26,527
                                                     -------        -------      ----------         -------
Fixed charges:
  Interest expense .......................         $   3,797     $   12,659      $   11,442      $   10,928
  Convertible preferred interest..........               875          2,681             635              --
distributions                
  Perpetual preferred unit distributions                 722             --              --              --
  Amortization of deferred financing costs               144            509             639           1,355
  Capitalized interest                                   875          1,276             115              92
                                                     -------        -------      ----------         -------
  Total fixed charges and preferred
    distributions ........................         $   6,413     $   17,125      $   12,831      $   12,375

Ratio of earnings to fixed charges
  (excluding preferred distributions) ....              2.82 X         3.28 X          2.22 X          2.14 X
                                                     =======        =======      ==========         =======

Ratio of earnings to combined fixed
  charges and preferred distributions ....              2.12 X         2.76 X          2.11 X          2.14 X
                                                     =======        =======      ==========         =======
</TABLE>
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