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

---

FORM 10-Q

---

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

For the quarterly period ended March 31, 2003

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 [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Securities Exchange Act of 1934). YES [X] NO [   ]







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

PART I.   FINANCIAL INFORMATION

Page No.Item 1.   Financial Statements
                  (unaudited):

3Consolidated Balance Sheets as of March 31, 2003
         and December 31, 2002

4Consolidated Statements of Operations for the three
          
         months ended March 31, 2003 and 2002

5Consolidated Statements of Partners' Capital for the three months
          
         ended March 31, 2003 and the year ended December 31, 2001

6Condensed Consolidated Statements of Cash Flows
          
         for the three months ended March 31, 2003 and 2002

7Notes to Consolidated Financial Statements

8Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations

17Item 3.   Quantitative and Qualitative Disclosures About Market Risk

25



  Item 4.   Controls and Procedures

25PART II.  OTHER INFORMATIONItem 2.   Changes in Securities and Use of Proceeds

26Item 6.   Exhibits and Reports on Form 8-K

26Signature

27Certifications

282Part 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 consolidated
financial statements for the interim periods.

The accompanying unaudited consolidated financial statements should be read
in conjunction with the notes to such consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations.3ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

                           Consolidated Balance Sheets

                                   (Unaudited)

                             (Dollars in thousands)March 31,    December 31,
                                                              2003          2002
                                                          ------------  ------------
                         Assets
Real estate:
  Rental properties:
     Land and land improvements                          $    391,944  $    368,712
     Buildings and improvements                             1,204,802     1,147,244
                                                          ------------  ------------
                                                            1,596,746     1,515,956
     Less accumulated depreciation                           (203,429)     (191,821)
                                                          ------------  ------------
                                                            1,393,317     1,324,135
  Investments                                                  62,780        61,212
  Real estate under development                                80,641       143,756
                                                          ------------  ------------
                                                            1,536,738     1,529,103
Cash and cash equivalents-unrestricted                         10,367         8,562
Cash and cash equivalents-restricted                            9,928         9,265
Notes receivable from investees and related parties            26,141        24,081
Notes and other receivables                                    30,254        31,318
Prepaid expenses and other assets                               9,442        11,133
Deferred charges, net                                           6,064         6,272
                                                          ------------  ------------
                                                         $  1,628,934  $  1,619,734
                                                          ============  ============

           Liabilities and Partners' Capital
Mortgage notes payable                                   $    658,896  $    677,563
Lines of credit                                               153,000       126,500
Accounts payable and accrued liabilities                       35,131        35,791
Dividends payable                                              20,216        17,879
Other liabilities                                               8,355         8,157
                                                          ------------  ------------
          Total liabilities                                   875,598       865,890
Minority interests                                              5,680         5,727

Partners' capital:
    General partner - common equity                           488,594       491,314

    Limited partners:
       Common equity                                           54,572        52,313
       Preferred equity                                       204,490       204,490
                                                          ------------  ------------
                                                              259,062       256,803
                                                          ------------  ------------
          Total partners' capital                             747,656       748,117
                                                          ------------  ------------
Commitments and contingencies
                                                         $  1,628,934  $  1,619,734
                                                          ============  ============
See accompanying notes to the consolidated unaudited financial statements.4ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

                      Consolidated Statements of Operations

                                   (Unaudited)

                (Dollars in thousands, except per unit amounts)Three Months Ended
                                                                March 31,
                                                         ------------------------
                                                            2003         2002
                                                         -----------  -----------
Revenues:
   Rental                                               $    54,162  $    42,119
   Other property                                             1,734        1,316
                                                         -----------  -----------
      Total property                                         55,896       43,435
   Interest and other                                         3,099        5,977
                                                         -----------  -----------
      Total revenues                                         58,995       49,412
                                                         -----------  -----------
Expenses:
   Property operating expenses:
      Maintenance and repairs                                 3,873        2,809
      Real estate taxes                                       4,376        3,150
      Utilities                                               2,637        2,031
      Administrative                                          5,985        3,626
      Advertising                                               860          622
      Insurance                                                 716          343
      Depreciation and amortization                          11,609        8,986
                                                         -----------  -----------
                                                             30,056       21,567
   Interest                                                  10,799        8,789
   Amortization of deferred financing costs                     174          148
   General and administrative                                 1,838        1,700
                                                         -----------  -----------
      Total expenses                                         42,867       32,204
                                                         -----------  -----------
      Income from continuing operations before
        minority interests and discontinued
        operations                                           16,128       17,208
   Minority interests                                           (31)         (32)
                                                         -----------  -----------
      Income from continuing operations                      16,097       17,176

Discontinued operations -
   income from real estate sold                                  --          176
                                                         -----------  -----------
      Net income                                             16,097       17,352
Dividends on preferred units-limited partner                 (4,580)      (4,579)
                                                         -----------  -----------
      Net income available to common units              $    11,517  $    12,773
                                                         ===========  ===========
Per common Operating Partnership unit data:
   Basic:
      Income from continuing operations available to
        common units                                    $      0.49  $      0.60
      Income from discontinued operations                        --         0.01
                                                         -----------  -----------
      Net income                                        $      0.49  $      0.61
                                                         ===========  ===========
      Weighted average number of common partnership
        units outstanding during the period              23,281,861   20,785,699
                                                         ===========  ===========
   Diluted:
      Income from continuing operations available to
        common units                                    $      0.49  $      0.60
      Income from discontinued operations                        --         0.01
                                                         -----------  -----------
      Net income                                        $      0.49  $      0.61
                                                         ===========  ===========
      Weighted average number of common partnership
        units outstanding during the period              23,494,051   20,966,678
                                                         ===========  ===========

   Distributions per Operating Partnership common units $      0.78  $      0.77
                                                         ===========  ===========

See accompanying notes to the consolidated unaudited financial statements.5ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
                 Consolidated Statements of Partners' Capital

               For the three months ended March 31, 2003 and the

                          year ended December 31, 2002

                         (Dollars and units in thousands)General Partner                  Limited Partners
                                  -------------------------------  -------------------------------
                                                        Preferred                        Preferred
                                    Common Equity        Equity       Common Equity       Equity
                                  --------------------  ---------  --------------------  ---------
                                    Units     Amount     Amount      Units     Amount     Amount       Total
                                  ---------  ---------  ---------  ---------  ---------  ---------   ---------
Balances at December 31, 2001       18,428  $ 381,674  $      --      2,286  $  45,563  $ 204,490   $ 631,727

Issuance of common units under
   stock-based compensation plan       246      3,376         --         --         --         --       3,376
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
Issuance of common units             2,720    136,809         --         --         --         --     136,809
Reallocation of partners' capital       --     (6,937)        --         --      6,937         --          --
Net income                              --     52,874         --         --      6,694     18,319      77,887
Partners' distributions                 --    (56,767)        --         --     (7,219)   (18,319)    (82,305)
                                  ---------  ---------  ---------  ---------  ---------  ---------   ---------
Balances at December 31, 2002       20,983  $ 491,314  $      --      2,320  $  52,313  $ 204,490   $ 748,117

Issuance of common units under
   stock-based compensation plan        25        867         --         --         --         --         867
Issuance of limited partner
   common units                         --         --         --        110      5,768         --       5,768
Redemption of limited partner
   common units                         --         --         --        (11)      (542)        --        (542)
Vested series Z incentive units         --         --         --         16        259         --         259
Reallocation of partners' capital       --      2,568         --         --     (2,568)        --          --
Net income                              --     10,231         --         --      1,286      4,580      16,097
Partners' distributions                 --    (16,386)        --         --     (1,944)    (4,580)    (22,910)
                                  ---------  ---------  ---------  ---------  ---------  ---------   ---------
Balances at March 31, 2003          21,008  $ 488,594  $      --      2,435  $  54,572  $ 204,490   $ 747,656
                                  =========  =========  =========  =========  =========  =========   =========
See accompanying notes to consolidated financial statements.6ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                                   (Unaudited)

                             (Dollars in thousands)Three Months Ended
                                                                                                March 31,
                                                                                          --------------------
                                                                                              2003       2002
                                                                                          ---------  ---------
Net cash provided by operating activities                                                $  29,678  $  27,390
                                                                                          ---------  ---------
Cash flows from investing activities:
   Additions to real estate:
       Improvements to recent acquisitions                                                  (1,049)      (750)
       Redevelopment                                                                          (181)    (2,206)
       Revenue generating capital expenditures                                                 (64)      (221)
       Non-revenue generating capital expenditures                                          (1,864)    (1,465)
   Decrease in restricted cash                                                                (663)    (1,322)
   Additions to notes receivable from investees, other
      related parties and other receivables                                                 (3,636)    (3,452)
   Repayment of notes receivable from investees, other
      related parties and other receivables                                                    529      2,705
   Additions to real estate under development                                               (6,742)   (16,399)
   Net distributions from (contributions to) investments in corporations
      and limited partnerships                                                              (1,389)     6,223
                                                                                          ---------  ---------
       Net cash used in investing activities                                               (15,059)   (16,887)
                                                                                          ---------  ---------
Cash flows from financing activities:
   Proceeds from mortgage and other notes payable and lines of credit                       27,447     17,000
   Repayment of mortgage and other notes payable and lines of credit                       (19,614)    (8,310)
   Additions to deferred charges                                                              (115)       (51)
   Contribution from stock options exercised and shares issued through
      dividend reinvestment plan - general partner                                             409        878
   Contributions from minority interest partners                                                --        (14)
   Distributions to limited partners and minority interest                                  (5,063)    (4,907)
   General partner shares purchased by limited partners                                         --       (499)
   Redemption of limited partnership units                                                    (542)        --
   Distributions to general partner                                                        (15,336)   (14,172)
                                                                                          ---------  ---------
      Net cash used in financing activities                                                (12,814)   (10,075)
                                                                                          ---------  ---------
Net increase in cash and cash equivalents                                                    1,805        428
Cash and cash equivalents at beginning of period                                             8,562      6,440
                                                                                          ---------  ---------
Cash and cash equivalents at end of period                                               $  10,367  $   6,868
                                                                                          =========  =========
Supplemental disclosure of cash flow information:
   Cash paid for interest, net of $902 and $1,696 capitalized                            $   9,155  $   7,064
                                                                                          =========  =========

Supplemental disclosure of non-cash investing and financing activities:
      Additional investment in limited partnership:
          Investments                                                                    $      --  $   2,840
          Accounts payable                                                                      --     (2,840)
                                                                                          ---------  ---------
                                                                                         $      --  $      --
                                                                                          =========  =========

Issuance of limited partner common units in connection with the purchase of real estate  $   5,768  $      --
                                                                                          =========  =========

Real estate under development transferred to rental property                             $  72,711  $      --
                                                                                          =========  =========

Issuance of general partner common units pursuant to phantom stock plan                  $     458  $      --
                                                                                          =========  =========

See accompanying notes to the consolidated unaudited financial statements.7ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES
                      Notes to Consolidated Financial Statements 
                                March 31, 2003 and 2002
                                    (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, 2002.

The Company is the sole general partner in the Operating Partnership, with an
89.9%, 90.0% and 88.9% general partnership interest as of March 31, 2003,
December 31, 2002 and March 31, 2002, respectively.

As of March 31, 2003, the Operating Partnership operates and has ownership
interests in 113 multifamily properties (containing 23,969 units), five
recreational vehicle parks (comprising 1,717 spaces), four office buildings
(with approximately 63,540 square feet) and two manufactured housing communities
(containing 607 sites), (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), the
Pacific Northwest (the Seattle, Washington and Portland, Oregon metropolitan
areas) and other areas (Houston, Texas, Las Vegas, Nevada and Hemet,
California).

Essex Apartment Value Fund, L.P. (the "Fund"), is an investment
fund organized 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. An affiliate of the Operating
Partnership, Essex VFGP, L.P. ("VFGP"), is a 1% general partner and is
a 20.4% limited partner. The Operating Partnership owns a 99% limited
partnership interest in VFGP. 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. At March 31, 2003 the Fund has
approximately $400 million of investment capacity utilizing leverage of 65%.

The Operating Partnership invests in joint ventures, which generally involve
single multifamily property acquisitions. For joint ventures entered into prior
to January 31, 2003,the Operating Partnership 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. For
joint ventures entered into after January 31, 2003, the Operating Partnership
follows the guidance provided by FASB Interpretation No 46 (FIN 46),
"Consolidation of Variable Interest Entities." The Operating
Partnership did not enter into any new joint ventures during the quarter ended
March 31, 2003. Under the equity method of accounting, the investment is carried
at the cost of assets contributed or distributed, plus the Operating
Partnership's equity in undistributed earnings or losses since its initial
investment. The individual assets, liabilities, revenues and expenses of the
joint venture are not recorded in the Operating Partnership's consolidated
financial statements.

8Included in the Operating Partnership's investments accounted for under the
equity method investments 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 Essex'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 March 31, 2003, the maximum number of shares
that could be required to meet redemption of these Down REIT entities is
1,473,198. The equity in income or loss reported by the Operating Partnership
under the equity method of accounting for 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.
During the three months ended March 31, 2003 and 2002, the Operating
Partnership's equity in income from investments accounted for using the equity
method was $1,801 and $2,501and is classified as "Interest and other
income" in the accompanying consolidated statement of operations.

Certain prior year balances have been reclassified to conform to the current
year presentation.9Stock-based Compensation

The Operating Partnership applies APB Opinion No. 25 (APB 25) and related
interpretations in accounting for its stock-based compensation plans granted to
employees and directors of the Operating Partnership. Under APB 25, no
compensation cost has been recognized for stock options granted to employees and
directors of the Operating Partnership since all such stock options were granted
with an exercise price equal to the fair market value of the underlying common
stock. For the Operating Partnership's long-term incentive plan and phantom
stock plan, compensation expense recognized during the three months ended March
31, 2003 and 2002 was $408 and $911, respectively. Had compensation cost for
these stock options and the Operating Partnership's other plans been determined
based on the fair value at the grant dates consistent with the fair value method
pursuant to FAS 123, the Operating Partnership's net income applicable to common
units for the three months ended March 31, 2003 and 2002 would have been reduced
to the pro forma amounts indicated below:


--------------------
                                             Three Months Ended
                                                  March 31,
                                            --------------------
                                              2003       2002
                                            ---------  ---------
Net income available to common units:
   As reported                             $  11,517  $  12,773
   Pro forma                                  11,416     12,647

Basic earnings per common share:
   As reported                             $    0.49  $    0.61
   Pro forma                                    0.49       0.61

Diluted earnings per common share:
   As reported                             $    0.49  $    0.61
   Pro forma                                    0.49       0.60

Weighted-average fair value of stock
   options granted during the periods
   presented                               $    3.21  $    4.69


The fair value of stock options granted each period was estimated on the date
of grant using the Black-Scholes option pricing model with the following
weighted average assumptions used for grants:



------------------------
                                Three Months Ended
                                     March 31,
                             ------------------------
                                2003         2002
                             -----------  -----------
Risk-free interest rates        2.17%     3.08%-4.62%
Expected lives                 6 years      6 years
Volatility                     17.91%       18.92%
Dividend yield                  6.12%        6.30%10(2)	Significant Transactions for the Quarter ended
March 31, 2003
Debt Transactions

On January 15, 2003, the Operating Partnership repaid a non-recourse
mortgage that matured in the amount of $18,800, with an interest rate of 7.6%.

Development CommunitiesThe Operating Partnership defines development communities as new
apartment properties that are being constructed or are newly constructed and in
a phase of lease-up and have not yet reached stabilized operations. At March 31,
2003, the Operating Partnership (including the Fund's development communities)
has ownership interests in five development communities, with an aggregate of
1,248 multifamily units and an estimated total cost of $226,300 of which
approximately $102,300 remains to be expended and of which approximately $40,300
is the Operating Partnership's commitment.

During the first quarter, the Operating Partnership reached stabilized
operations at one property, The Essex on Lake Merritt, a 270-unit luxury high-
rise apartment community located in Oakland, California, and continued lease-up
at The San Marcos, a 312-unit apartment community located in Richmond,
California. The Operating Partnership projects The San Marcos is expected to
reach stabilized operations during the third quarter of 2003.

Redevelopment Communities

The Operating Partnership defines redevelopment communities as existing
properties owned or recently acquired which have been targeted for investment by
the Operating Partnership with the expectation of increased financial returns
through property improvement.  Redevelopment communities typically have
apartment units that are not available for rent and, as a result, may have less
than stabilized operations.  At March 31, 2003, the Operating Partnership had no
communities in redevelopment.



On June 14, 2000 the Operating Partnership purchased Waterford Place, a
238-unit apartment community located in San Jose, California for a contract
price of $35,000, which excluded a contingent payment to be paid by the
Operating Partnership pursuant to the terms of the agreement.  The amount of the
contingent payment was disputed, and submitted to binding arbitration.  On March
19, 2003, in connection with that arbitration, the Operating Partnership was
directed to issue an additional 109,875 operating partnership units to the
seller.  As a result, the Operating Partnership has increased its capitalized
acquisition cost of this asset by approximately $6,200. The arbitration award
has not been finalized as of the date of this report, and is not expected to be
materially in excess of what was recorded to date.



Development Communities of the Fund

At March 31, 2003 the Fund has three development communities with an
aggregate of 612 multifamily units and an estimated total cost of $122,300 of
which $78,900 remains to be expended and approximately $16,900 is the Operating
Partnership's commitment.

Debt Transactions of the Fund

On January 30, 2003, the Fund obtained a non-recourse mortgage on a
previously unencumbered property in the amount of $23,200, with a 5.16% fixed
interest rate, which matures in February 2010.

11

---



(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 March 31, 2003 and 2002 totaled $600
and $770, 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 $79 and $446 for the
three months ended March 31, 2003 and 2002, 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 $3,016 and $2,769 for the three months ended March
31, 2003 and 2002.

Notes receivable from investees and other related party receivables as of
March 31, 2003 and December 31, 2002 consist of the following:

`March 31,    December 31,
                                                                                      2003          2002
                                                                                  ------------  ------------
   Notes receivable from joint venture investees:

      Note receivable from Highridge Apartments, secured, bearing
      interest at 10%, due on demand                                             $      2,950  $      2,950

      Notes receivable from Essex Fidelity I Corp ("EFC"), secured,
      bearing interest at LIBOR + 2.5%, due 2004                                       15,068        14,979

      Note receivable from EFC, unsecured, bearing interest at 7.5%, due 2011             390           726

      Receivable from Newport Beach North, LLC and Newport Beach South, LLC,
      unsecured, non interest bearing, due on demand                                    1,125           376

   Other related party receivables:

      Loans to officers prior to July 31, 2002, secured, bearing interest at 8%,
      due April 2006                                                                      633           633

      Other related party receivables, substantially due on demand                      5,975         4,417
                                                                                  ------------  ------------
                                                                                 $     26,141  $     24,081
                                                                                  ============  ============`

The Company's officers and directors do not have substantial economic
interest in these joint venture investees.

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.

12

---



(4) 	New Accounting Pronouncements

In January 2003, the FASB approved for issuance FASB Interpretation
No. 46 (FIN 46), "Consolidation of Variable Interest Entities." FIN 46
clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements" to certain entities in which
equity investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
FIN 46 applies immediately to variable interest entities created after January
31, 2003, and to variable interest entities in which an enterprise obtains an
interest after that date. It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities in which an
enterprise holds a variable interest that it acquired before February 1, 2003.
FIN 46 may be applied prospectively with a cumulative-effect adjustment as of
the date on which it is first applied or by restating previously issued
financial statements for one or more years with a cumulative-effect adjustment
as of the beginning of the first year restated.  The disclosure requirements of
FIN 46 are effective for all financial statements initially issued after January
31, 2003. It is reasonably possible that certain of the entities through which
and with which the Operating Partnership conducts business, including those
described in Notes 3(b) and 5 of the Operating Partnership's December 31, 2002
consolidated financial statements will be deemed to be Variable Interest
Entities (VIEs) under the provisions of FIN 46. The total assets and liabilities
net of intercompany balances of such entities were estimated at $78,782 and
$51,853 at March 31, 2003.  The Operating Partnership's estimated maximum
exposure to loss would be equal to its investments in these arrangements, plus
the related debt guarantees, which totaled $29,235, as of March 31, 2003.  The
disclosures provided reflect management's understanding and analysis of FIN 46
based upon information currently available.  The evaluation of the Operating
Partnership's various arrangements is ongoing and is subject to change in the
event additional interpretive guidance is provided by the Financial Accounting
Standards Board or others.

13

---



(5) 	Segment Information

The Operating Partnership defines its reportable operating segments as the
three geographical regions in which its properties are located: Southern
California, Northern California and the Pacific Northwest. Excluded from segment
revenues are properties outside of these regions and interest and other income.
Nonsegment revenues and net operating income included in the following schedule
consist of revenue generated from the commercial properties, recreational
vehicle parks, and manufactured housing communities. Other nonsegment assets
include investments, real estate under development, cash, notes receivables,
other assets and deferred charges. 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
                                                                March 31,
                                                        ------------------------
                                                           2003         2002
                                                        -----------  -----------
Revenues:
    Southern California                                $    26,406  $    17,418
    Northern California                                     15,604       15,231
    Pacific Northwest                                       10,321       10,645
    Other non-segment areas                                  3,565          141
                                                        -----------  -----------
                                                            55,896       43,435
Interest and other income                                    3,099        5,977
                                                        -----------  -----------
        Total revenues                                 $    58,995  $    49,412
                                                        ===========  ===========
Net operating income:
    Southern California                                $    18,057  $    11,955
    Northern California                                     10,890       11,558
    Pacific Northwest                                        6,730        7,308
    Other non-segment areas                                  1,772           33
                                                        -----------  -----------
        Total net operating income                          37,449       30,854
Interest and other income                                    3,099        5,977
Depreciation and amortization:
    Southern California                                     (5,243)      (3,362)
    Northern California                                     (3,170)      (2,752)
    Pacific Northwest                                       (2,742)      (2,798)
    Other non-segment areas                                   (454)         (74)
                                                        -----------  -----------
                                                           (11,609)      (8,986)
Interest:
    Southern California                                     (3,471)      (1,838)
    Northern California                                     (2,787)      (2,810)
    Pacific Northwest                                       (1,067)      (1,521)
    Other non-segment areas                                 (3,474)      (2,620)
                                                        -----------  -----------
                                                           (10,799)      (8,789)
Amortization of deferred financing costs                      (174)        (148)
General and administrative                                  (1,838)      (1,700)
                                                        -----------  -----------
        Income from continuing operations before
          minority interests and discontinued
          operations                                   $    16,128  $    17,208
                                                        ===========  ===========`

14

---



(5)	Segment Information (continued)

`March 31,   December 31,
                                                           2003         2002
                                                        -----------  -----------
Assets:
  Net real estate assets:
    Southern California                                $   697,382  $   700,877
    Northern California                                    368,791      293,541
    Pacific Northwest                                      249,075      251,252
    Other non-segment areas                                 78,069       78,465
                                                        -----------  -----------
        Total net real estate assets                     1,393,317    1,324,135
  Other non-segment assets                                 235,617      295,599
                                                        -----------  -----------
        Total assets                                   $ 1,628,934  $ 1,619,734
                                                        ===========  ===========`

15

---



(6)	Net Income Per Unit

`Three Months Ended              Three Months Ended
                                                   March 31, 2003                  March 31, 2002
                                          ------------------------------  ------------------------------
                                                     Weighted     Per                Weighted     Per
                                                      Average     Unit                Average     Unit
                                           Income      Units     Amount    Income      Units     Amount
                                          ---------  ---------  --------  ---------  ---------  --------
Basic:
  Income from continuing operations
    available to common units            $  11,517     23,282  $   0.49  $  12,597     20,786  $   0.60
  Income from discontinued operations           --     23,282        --        176     20,786      0.01
                                          ---------             --------  ---------             --------
                                            11,517             $   0.49     12,773             $   0.61
                                                                ========                        ========
  Effect of Dilutive Securities:
    Stock options (1)                           --        156                   --        181
    Vested series Z incentive units             --         56                   --         --
                                          ---------  ---------            ---------  ---------
                                                --        212                   --        181
                                          ---------  ---------            ---------  ---------
Diluted:
  Income from continuing operations
    available to common units               11,517     23,494  $   0.49     12,597     20,967  $   0.60
  Income from discontinued operations           --     23,494        --        176     20,967      0.01
                                          ---------             --------  ---------             --------
                                         $  11,517             $   0.49  $  12,773             $   0.61
                                          =========             ========  =========             ========`





`2003         2002
                            -----------  -----------
Number of options                    72          138
Range of exercise prices   $51.01-54.25  $49.25-54.2`

16

---

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 months ended March 31, 2003 and 2002. 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 March 31, 2003, December 31, 2002 and March 31, 2002,
with an 89.9%, 90.0% and 88.9% 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 95% of its
property revenues for the three months ended March 31, 2003 and 2002. 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), the Pacific
Northwest (the Seattle, Washington and Portland, Oregon metropolitan areas) and
other areas (Houston, Texas, Las Vegas, Nevada and Hemet, California).

Essex Apartment Value Fund, L.P. (the "Fund"), is an investment
fund organized by the Operating Partnership in 2001. The Fund 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 ten multifamily residential properties, representing 2,323
apartment units with an aggregate purchase price of approximately $244 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
612 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 March 31, 2003, the remaining commitments to fund these projects
is approximately $78.9 million of which approximately $16.9 million is the
Operating Partnership's commitment.

Since the Operating Partnership began operations in June 1994, the Operating
Partnership has acquired ownership interests in 100 multifamily residential
properties, its headquarters building, three Southern California office
buildings, five recreational vehicle parks, and two manufactured housing
communities. With respect to the multifamily residential properties that the
Operating Partnership acquired, 14 are located in Northern California, 64 are
located in Southern California, 15 are located in the Seattle Metropolitan Area,
five are located in the Portland Metropolitan Area and two are located in other
areas. In total, these acquisitions consist of 20,380 units with total
capitalized acquisition costs of approximately $1,254.3 million. Additionally,
since its IPO, the Operating Partnership has developed and has ownership
interests in ten multifamily properties that have reached stabilized operations.
These development properties consist of 2,406 units with total capitalized
development costs of $364.0 million. As part of its active portfolio management
strategy, the Operating Partnership has disposed of, since its IPO, 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.

17

---



The Operating Partnership (excluding the Fund's development communities) has
ownership interests in and is developing two multifamily residential
communities, with an aggregate of 636 multifamily units. In connection with
these development projects, the Operating Partnership has directly entered into
contractual construction related commitments with unrelated third parties and
the total projected estimated cost for these projects is approximately $104.0
million. As of March 31, 2003, the remaining commitment to fund these projects
is approximately $23.4 million.

Results of Operations

Comparison of the Three Months Ended March 31, 2003 to the Three Months
Ended March 31, 2002

Average financial occupancy rates of the Operating Partnership's multifamily
Quarterly Same Store Properties (stabilized properties consolidated by the
Operating Partnership for each of the three months ended March 31, 2003 and
2002) was 95.2% and 92.8%, for the three months ended March 31, 2003 and 2002,
respectively. "Financial occupancy" is defined as the percentage
resulting from dividing actual rental revenue by total possible rental revenue.
Actual rental revenue represents contractual rental revenue pursuant to leases
without considering delinquency and concessions. Total possible rental revenue
represents the value of all apartment units, with occupied units valued at
contractual rental rates pursuant to leases and vacant units valued at estimated
market rents. We believe that financial occupancy is a meaningful measure of
occupancy because it considers the value of each vacant unit at its estimated
market rate. Financial occupancy rates disclosed by other REITs may not be
comparable to our calculation of financial occupancy.

The regional breakdown of average financial occupancy for the multifamily
Quarterly Same Store Properties for the three months ended March 31, 2003 and
2002 are as follows:

`Three months ended
                                               March 31,
                                          --------------------
                                            2003       2002
                                          ---------  ---------
Southern California                           95.2%      92.0%
Northern California                           95.8%      95.2%
Pacific Northwest                             94.5%      90.8%`

18

---



Total Revenues increased by $9,583,000 or 19.4% to $58,995,000 in the
first quarter of 2003 from $49,412,000 in the first quarter of 2002. The
following table sets forth a breakdown of these revenue amounts, including the
revenues attributable to the Quarterly Same Store Properties.

`Three Months Ended
                                                    March 31,
                                   Number of   --------------------   Dollar   Percentage
                                  Properties     2003       2002      Change     Change
                                  -----------  ---------  ---------  --------- -----------
Revenues:
  Property revenues - quarterly
    Quarterly Same Store Properties
      Southern California                 22  $  17,470  $  16,294  $   1,176         7.2 %
      Northern California                 16     13,151     14,638     (1,487)      (10.2)
      Pacific Northwest                   23     10,321     10,645       (324)       (3.0)
                                  -----------  ---------  ---------  --------- -----------
          Properties                      61     40,942     41,577       (635)       (1.5)
  Property revenues - properties
    acquired subsequent to
    December 31, 2001 (1)                        14,954      1,858     13,096       704.8
                                               ---------  ---------  --------- -----------
      Total property revenues                    55,896     43,435     12,461        28.7
Interest and other income                         3,099      5,977     (2,878)      (48.2)
                                               ---------  ---------  --------- -----------
      Total revenues                          $  58,995  $  49,412  $   9,583        19.4 %
                                               =========  =========  ========= ===========`

(1) Also includes four office buildings, five
recreational vehicle parks, two manufactured housing communities, redevelopment
communities, and development communities.

As set forth in the above table, the $9,583,000 net
increase in total revenues was mainly attributable to an increase of $13,096,000
attributable to multifamily properties acquired subsequent to December 31, 2001,
four office buildings, five recreational vehicle parks, two manufactured housing
communities, redevelopment communities and development communities, which was
offset in part by a decrease in interest and other income of $2,878,000 and a
decrease in quarterly same store properties of $635,000. Subsequent to December
31, 2001, the Operating Partnership acquired interests in 21 multifamily
properties and achieved stabilized operations in three redevelopment communities
and one development community (the "Quarterly Acquisition
Properties").

Interest and other income decreased by $2,878,000 or 48.2% to $3,099,000 in
the first quarter of 2003 from $5,977,000 in the first quarter of 2002. The
decrease primarily relates to the payoff of notes receivable resulting in the
decrease in interest income on notes receivables and the sale of co-investment
assets resulting in the decrease in income earned on the Operating Partnership's
co-investments.

Property revenues from the Quarterly Same Store Properties decreased by
$635,000 or 1.5% to $40,942,000 in the first quarter of 2003 from $41,577,000 in
the first quarter of 2002. The majority of this decrease was attributable to the
16 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 $1,487,000 or 10.2% to $13,151,000 in the first quarter of 2003 from
$14,638,000 in the first quarter of 2002. The decrease in Northern California is
primarily attributable to rental rate decreases offset by an increase in
financial occupancy to 95.8% in the first quarter of 2003 from 95.2% in the
first quarter of 2002. The property revenues of the Quarterly Same Store
Properties in the Pacific Northwest decreased by $324,000 or 3.0% to $10,321,000
in the first quarter of 2003 from $10,645,000 in the first quarter of 2002. The
$324,000 decrease in the Pacific Northwest is primarily attributable to rental
rate decreases offset by an increase in financial occupancy to 94.5% in the
first quarter of 2003 from 90.8% in the first quarter of 2002. The 22
multifamily residential properties located in Southern California offset the net
decrease in total property revenues from the Quarterly Same Store Properties.
The property revenues for these properties increased by $1,176,000 or 7.2% to
$17,470,000 in the first quarter of 2003 from $16,294,000 in the first quarter
of 2002. The $1,176,000 increase is primarily attributable to rental rate
increases and an increase in financial occupancy to 95.2% in the first quarter
of 2003 from 92.0% in the first quarter of 2002.

19

---



Total Expenses increased by $10,663,000 or approximately 33.1% to
$42,867,000 in the first quarter of 2003 from $32,204,000 in the first quarter
of 2002. This increase was mainly due to an increase in interest expense
$2,010,000 or 22.9% to $10,799,000 in the first quarter of 2003 from $8,789,000
in the first quarter of 2002. The increase in interest expense is due to
increases in the mortgage notes payable and line of credit balances. Property
operating expenses increased by $8,489,000 or 39.4% to $30,056,000 in the first
quarter of 2003 from $21,567,000 in the first quarter of 2002. Of such operating
expense increase $7,795,000 was attributable to the Quarterly Acquisition
Properties.

Discontinued operations decreased by $176,000 to $0 in the first
quarter of 2003 from $176,000 in the first quarter in 2002. This decrease is due
to the reduction of operating income from Tara Village, a 168-unit apartment
community located in Tarzana, California, which was sold on June 18, 2002.

Net income decreased by $1,255,000 or 7.2% to $16,097,000 in the first
quarter of 2003 from $17,352,000 in the first quarter of 2002. The decrease in
net income is mainly attributable to the factors noted above.

Liquidity and Capital Resources

At March 31, 2003, the Operating Partnership had $10,367,000 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 lines of credit or other
financings. 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 acquisitions and development (beyond the next 12 months)
and balloon debt maturities by using a combination of some or all of the
following sources: working capital, amounts available on 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 such future funding
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 has two outstanding unsecured lines of credit for
an aggregate amount of $195,000,000. The first line, in the amount of
$165,000,000, matures in May 2004, with an option to extend it for one year
thereafter. Outstanding balances under this line of credit bear interest at a
rate, which uses a tiered rate structure tied to the Company's corporate
ratings, if any, and leverage rating, which has been priced at LIBOR plus 1.10%.
At March 31, 2003 the Operating Partnership had $123,000,000 outstanding on this
line of credit. A second line of credit in the amount of $30,000,000 matures in
December 2003. Outstanding balances, if any, on this second line bear interest
based on a tiered rate structure currently at LIBOR plus 1.10%. At March 31,
2003 the Operating Partnership had $30,000,000 outstanding on this line of
credit. At March 31, 2003, these lines of credit bore interest rates of
approximately 2.6%. The credit agreements contain debt covenants related to
limitations on indebtedness and liabilities, maintenance of minimum levels of
consolidated earnings before depreciation, interest and amortization and
maintenance of minimum tangible net worth. In addition, the Fund, the investment
fund managed by the Operating Partnership, has an unsecured line of credit for
an aggregate amount of $125,000,000. This line matures in December 2003. The
line bears interest at LIBOR plus 0.875%. As of March 31 2003, the line had an
outstanding balance of $71,260,000. The line provides for debt covenants
relating to limitations on mortgage indebtedness.

In addition to the Operating Partnership's unsecured lines of credit, the
Operating Partnership had $658,896,000 of secured indebtedness at March 31,
2003. Such indebtedness consisted of $598,527,000 in fixed rate debt with
interest rates varying from 5.5% to 8.2% and maturity dates ranging from 2005 to
2026. The indebtedness also includes $60,369,000 of tax-exempt variable rate
demand bonds with interest rates paid during the three months ended March 31,
2003 ranging from approximately 4.5% to 5.5% and maturity dates ranging from
2020 to 2032. The tax-exempt variable rate demand bonds are capped at interest
rates ranging from 7.1% to 7.3%.

20

---



The Operating Partnership's unrestricted cash balance increased by $1,805,000
from $8,562,000 as of December 31,2002 to $10,367,000 as of March 31, 2003. The
Operating Partnership generated $29,678,000 in cash from operating activities,
used $15,059,000 cash in investing activities and used $12,814,000 cash in
financing activities. The $15,059,000 net cash used in investing activities was
primarily a result of $6,742,000 used to fund real estate under development,
$3,636,000 used in additions to notes receivables from investees, other related
parties and other receivables and $3,158,000 used to upgrade rental properties.
The $12,814,000 net cash used in financing activities was primarily a result of
$19,614,000 of repayments of mortgages and other notes payable and lines of
credit, $15,336,000 of distributions to the general partner, $5,063,000 of
distributions to limited partners and minority interest offset by $27,447,000 of
proceeds from mortgages and other notes and line 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 $375 per weighted average occupancy unit in non-
revenue generating capital expenditures for the year ended December 31, 2003.
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 2003 and/or the funding thereof will not be
significantly different than the Operating Partnership's current expectations.

The Operating Partnership is currently developing five multifamily
residential projects, with an aggregate of 1,248 multifamily units. Such
projects involve certain risks inherent in real estate development. See "Other
Matters/ Risk Factors--Risks that Development Activities Will be Delayed or Not
Completed and/or Fail to Achieve Expected Results" in Item 1 of the Operating
Partnership's Annual Report on Form 10-K for the year ended December 31, 2002.
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
$226,300,000. As of March 31, 2003, the remaining commitment to fund these
development projects is approximately $102,300,000, of which approximately
$40,300,000 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, amounts available on its lines of
credit, net proceeds from public and private equity and debt issuances, and
proceeds from the disposition of properties, if any.

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
Company primarily in short-term investment grade securities or is used by the
Company to reduce balances outstanding under its line of credit.

Essex Apartment Value Fund, L.P. (the "Fund"), is an investment fund
organized by the Operating Partnership in 2001. The Fund 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 distributions if the Fund exceeds certain
financial return benchmarks. The Operating Partnership's remaining unfunded
capital commitment as of March 31, 2003 is approximately $40.3 million.

21

---



Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations and other
commitments at March 31, 2003, and the effect such obligations could have on our
liquidity and cash flow in future periods:

`Less Than     2-3        4-5      Over 5
                                 1 Year      Years      Years      Years      Total
(In thousands)                  ---------  ---------  ---------  ---------  ---------
Mortgage notes payable         $   5,192  $  48,094  $  83,527  $ 522,083  $ 658,896
Lines of credit                   30,000    123,000         --         --    153,000
Development commitments(1)        40,300         --         --         --     40,300
Essex Apartment Value Fund, L.P.
   capital commitment             40,295         --         --         --     40,295
                                ---------  ---------  ---------  ---------  ---------
                               $ 115,787  $ 171,094  $  83,527  $ 522,083  $ 892,491
                                =========  =========  =========  =========  =========`

(1) $32,502 of these commitments relate to hard contracts
as of March 31, 2003.

New Accounting Pronouncements

In January 2003, the FASB approved for issuance FASB Interpretation No.
46 (FIN 46), "Consolidation of Variable Interest Entities." FIN 46
clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements" to certain entities in which
equity investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
FIN 46 applies immediately to variable interest entities created after January
31, 2003, and to variable interest entities in which an enterprise obtains an
interest after that date. It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities in which an
enterprise holds a variable interest that it acquired before February 1, 2003.
FIN 46 may be applied prospectively with a cumulative-effect adjustment as of
the date on which it is first applied or by restating previously issued
financial statements for one or more years with a cumulative-effect adjustment
as of the beginning of the first year restated.  The disclosure requirements of
FIN 46 are effective for all financial statements initially issued after January
31, 2003. It is reasonably possible that certain of the entities through which
and with which the Operating Partnership conducts business, including those
described in Notes 3(b) and 5 of the Operating Partnership's December 31, 2002
consolidated financial statements will be deemed to be Variable Interest
Entities (VIEs) under the provisions of FIN 46. The total assets and liabilities
net of intercompany balances of such entities were estimated at $78,782 and
$51,853 at March 31, 2003.  The Operating Partnership's estimated maximum
exposure to loss would be equal to its investments in these arrangements, plus
the related debt guarantees, which totaled $29,235, as of March 31, 2003.  The
disclosures provided reflect management's understanding and analysis of FIN 46
based upon information currently available.  The evaluation of the Operating
Partnership's various arrangements is ongoing and is subject to change in the
event additional interpretive guidance is provided by the Financial Accounting
Standards Board or others.

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 regarding the Operating
Partnership's expectations as to the timing of completion of current development
projects and the stabilization dates of such projects, expectation as to the
total projected costs and rental rates of current development 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 capital expenditures, expectations as to the amount of non-
revenue generating capital expenditures, future acquisitions and developments,
the anticipated performance of the Essex Apartment Value Fund, L.P., the
anticipated performance of 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, that the Operating Partnership will fail to achieve its business
objectives, that the actual completion of development projects will be subject
to delays, that the stabilization dates of such projects will be delayed, that
the total projected costs of current development projects will exceed
expectations, that such development projects will not be completed, that
development projects and acquisitions will fail to meet expectations, that
estimates of future income from an acquired property may prove to be inaccurate,
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 Essex
Apartment Value Fund will fail to perform as anticipated, that the Operating
Partnership's partners in this Fund fail to fund capital commitments as
contractually required, that there may be a downturn in the markets in which the
Operating Partnership's properties are located, and that the terms of any
refinancing may not be as favorable as the terms of existing indebtedness, 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, 2002, and those other risk factors and special considerations set
forth 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.

22

---



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, 2002
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 an economic downturn. 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.

23

---



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.

24

---



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.

`For the Years Ended           2003      2004      2005       2006      2007    Thereafter        Total     Fair value
                            --------  --------  ---------  --------  --------  -----------     ---------   ---------
Fixed rate debt
   (In thousands)
Amount                     $  5,192  $  7,091  $  41,003  $ 20,397  $ 63,130  $   461,714     $ 598,527   $ 576,894
Average interest rate           6.9%      6.9%       6.9%      6.9%      6.9%         6.8%

Variable rate LIBOR debt
   (In thousands)
Amount                     $ 30,000  $123,000  $      --  $     --  $     --  $    60,369 (1) $ 213,369   $ 213,369
Average interest                2.6%      2.6%        --        --        --          5.1%`

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



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 the Chief Executive Officer and Chief Financial Officer of Essex
Property Trust, Inc., our general partner, 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.

25

---



Part II -- Other Information

Item 2. Changes in Securities and Use of Proceeds

On June 14, 2000 the Operating Partnership purchased Waterford Place, a
238-unit apartment community located in San Jose, California for a contract
price of $35 million, which excluded a contingent payment to be paid by the
Operating Partnership pursuant to the terms of the agreement.  The amount of the
contingent payment was disputed, and submitted to binding arbitration.  On March
19, 2003, in connection with that arbitration, the Operating Partnership was
directed to issue an additional 109,875 operating partnership units to the
seller. Such operating partnership units are exchangeable into shares of the
Company's common stock, at the option of the holder. This issuance of operating
partnership units was completed pursuant to the exemption from registration set
forth in Section 4(2) Securities Act of 1933 as amended. The arbitration award
has not been finalized as of the date of this report, and is not expected to be
materially in excess of what was recorded to date.



Item 6. Exhibits and Reports on Form 8-K

1. Exhibits
2. Reports on Form 8-K

On January 16, 2003 the Operating Partnership filed a Current Report on
Form 8-K to set forth audited consolidated statements of operations of the
Operating Partnership for the years ended December 31, 2001, 2000 and 1999,
including an additional note thereto, which reflect the impact of the Operating
Partnership's adoption of SFAS No. 144.

On February 19, 2003 the Operating Partnership filed a Current Report on Form
8-K/A to amend Item 7 of the Form 8-K, dated December 23, 2002, to provide the
financial information required in connection with the merger of John M. Sachs,
Inc., into a subsidiary of Essex.

26

---



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)

May 15, 2003

By: /s/ MARK J. MIKL

Mark J. Mikl
                  First Vice President and Controller(Authorized Officer and Principal Accounting Officer)

27

---





ESSEX PORTFOLIO, L.P.

CERTIFICATION PURSUANT 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 general partner'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 general partner's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of general partner'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

28

---



6. 	The general partner'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.

May 15, 2003

/s/ KEITH R. GUERICKE

Keith R. Guericke
                 Chief Executive Officer

29

---



ESSEX PORTFOLIO, L.P.

CERTIFICATION PURSUANT 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
quarterly report;

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 general partner'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 general partner's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of general partner'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

30

---



6. 	The general partner'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.

May 15, 2003

/s/ MICHAEL J. SCHALL

Michael J. Schall
                 Chief Financial Officer

31

---