<PAGE>

                                                                   EXHIBIT 3.1

                         ESSEX PROPERTY TRUST, INC.
                         --------------------------

                           ARTICLES SUPPLEMENTARY
               Reclassifying 2,200,000 shares of Common Stock
                           as 2,200,000 shares of
            9.25% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK

     Essex Property Trust, Inc., a corporation organized and existing under the
laws of Maryland (the "Corporation"), does hereby certify to the State
Department of Assessments and Taxation of Maryland that:

     FIRST:  Pursuant to authority conferred upon the Board of Directors of the
     -----
Corporation by Article FIFTH of its Charter (the "Charter") in accordance with
Section 2-105 of the Maryland General Corporation Law (the "MGCL"), the Board of
Directors of the Corporation (the "Board"), at a special meeting held on August
23, 1999, duly adopted a resolution reclassifying 2,200,000 authorized but
unissued shares of Common Stock (par value $.0001 per share) as Preferred Stock
(par value $.0001 per share), designating such newly reclassified Preferred
Stock as 9.25% Series E Cumulative Redeemable Preferred Stock, the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of
redemption as set forth below and authorizing the issuance of such series of
Preferred Stock as set forth below.  Upon any restatement of the Charter,
Sections 1 through 9 of Article THIRD shall become subsection (h) of Article
FIFTH of the Charter.

     SECOND:  The reclassification increases the number of shares classified as
     ------
9.25% Series E Cumulative Redeemable Preferred Stock from no shares immediately
prior to the reclassification to 2,200,000 shares immediately after the
reclassification.  The reclassification decreases the number of shares
classified as Common Stock (par value $.0001 per share) from 658,697,491 shares
immediately prior to the reclassification to 656,497,491 shares immediately
after the reclassification.

     THIRD:  Subject in all cases to the provisions of Article EIGHTH of the
     -----
Charter of the Corporation with respect to Excess Stock, the following is a
description of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of 9.25% Series E Cumulative Redeemable Preferred Stock
of the Corporation:

     9.25% Series E Cumulative Redeemable Preferred Stock
     ----------------------------------------------------

Section 1.  Designation and Amount.
            -----------------------

     Of the 658,697,491 authorized shares of Common Stock, 2,200,000 shares are
reclassified and designated "9.25% Series E Cumulative Redeemable Preferred
Stock (par value $.0001 per share)" (the "Series E Preferred Stock").

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Section 2.  Rank.
            ----

     The Series E Preferred Stock will, with respect to distributions and rights
upon voluntary or involuntary liquidation, winding-up or dissolution of the
Corporation, rank senior to all classes or series of Common Stock (as defined in
the Charter) and to all classes or series of equity securities of the
Corporation now or hereafter authorized, issued or outstanding, other than the
8.75% Convertible Preferred Stock, Series 1996A (the "Series A Preferred
Stock"), the 7.875% Series B Cumulative Redeemable Preferred Stock (the "Series
B Preferred Stock"), the 9-1/8% Series C Cumulative Redeemable Preferred Stock
(the "Series C Preferred Stock"), the 9.30% Series D Preferred Stock (the
"Series D Preferred Stock") and the 9.25% Series E Preferred Stock (the "Series
E Preferred Stock") with which it shall be on a parity and any other class or
series of equity securities of the Corporation expressly designated as ranking
on a parity with or senior to the Series E Preferred Stock as to distributions
and rights upon voluntary or involuntary liquidation, winding-up or dissolution
of the Corporation.  For purposes of these terms of the Series E Preferred
Stock, the term "Parity Preferred Stock" shall be used to refer to the Series A
Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the
Series D Preferred Stock and any other class or series of equity securities of
the Corporation now or hereafter authorized, issued or outstanding expressly
designated by the Corporation to rank on a parity with Series E Preferred Stock
with respect to distributions and rights upon voluntary or involuntary
liquidation, winding up or dissolution of the Corporation.

Section 3.  Distributions.
            --------------

        a) Payment of Distributions. Subject to the rights of holders of
           ------------------------
Parity Preferred Stock as to the payment of distributions, holders of Series E
Preferred Stock will be entitled to receive, when, as and if declared by the
Corporation, out of funds legally available for the payment of distributions,
cumulative preferential cash distributions at the rate per annum of 9.25% of the
$25.00 liquidation preference per share of Series E Preferred Stock. Such
distributions shall be cumulative, shall accrue from the original date of
issuance and will be payable quarterly in arrears (such quarterly periods, for
purposes of payment and accrual shall be the quarterly periods ending on the
dates specified in this sentence and not calendar quarters), on the 1st day of
March, June, September and December of each year (each a "Preferred Stock
Distribution Payment Date"), commencing in each case on the first Preferred
Stock Distribution Payment Date after the original date of issuance. The amount
of the distribution payable for any period will be computed on the basis of a
360-day year of twelve 30-day months and for any period shorter than a full
quarterly period for which distributions are computed, the amount of the
distribution payable will be computed based on the ratio of the actual number of
days elapsed in such a period to ninety (90) days. If any date on which
distributions are to be made on the Series E Preferred Stock is not a Business
Day (as defined herein), then payment of the distribution to be made on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that if such
Business Day is in the next Succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date. Distributions on the

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Series E Preferred Stock will be made to the holders of record of the Series E
Preferred Stock on the relevant record dates, which, unless otherwise provided
by the Corporation (as a date not more than thirty (30) days prior to the
Preferred Stock Distribution Date) with respect to any distribution, will be 15
Business Days prior to the relevant Preferred Stock Distribution Payment Date
(each a "Distribution Record Date"). Notwithstanding anything to the contrary
set forth herein, each share of Series E Preferred Stock shall also continue to
accrue all accrued and unpaid distributions to the exchange date on any Series E
Preferred Unit (as defined in the Fifth Amendment to First Amended and Restated
Agreement of Limited Partnership of Essex Portfolio, L.P., dated as of September
3, 1999 (the "Fifth Amendment")) validly exchanged into such share of Series E
Preferred Stock in accordance with the provisions of such Fifth Amendment.

     The term "Business Day" shall mean each day, other than a Saturday or a
Sunday, which is not a day on which banking institutions in New York, New York
are authorized or required by law, regulation or executive order to close.

        b)  Limitations on Distributions.  No distributions on the Series E
            ----------------------------
Preferred Stock shall be declared or paid or set apart for payment by the
Corporation at such time as the terms and provisions of any agreement of the
Corporation, including any agreement relating to its indebtedness, prohibits
such declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration, payment or setting
apart for payment shall be restricted or prohibited by law.

        c)  Distributions Cumulative.  Notwithstanding the foregoing,
            ------------------------
distributions on the Series E Preferred Stock will accrue whether or not the
terms and provisions set forth in Section 3(b) hereof at any time prohibit the
current payment of distributions, whether or not the Corporation has earnings,
whether or not there are funds legally available for the payment of such
distributions and whether or not such distributions are authorized. Accrued but
unpaid distributions on the Series E Preferred Stock will accumulate as of the
Preferred Stock Distribution Payment Date on which they first become payable.
Accumulated and unpaid distributions will not bear interest.

        d)  Priority as to Distributions.
            ----------------------------
                (i) So long as any Series E Preferred Stock is outstanding, no
distribution of cash or other property shall be authorized, declared, paid or
set apart for payment on or with respect to any class or series of Common Stock
or any class or series of other stock of the Corporation ranking junior to the
Series E Preferred Stock as provided in this Section 3 (such Common Stock or
other junior stock, including, without limitation, the Series A Junior
Participating Preferred Stock) collectively, "Junior Stock"), nor shall any cash
or other property be set aside for or applied to the purchase, redemption or
other acquisition for consideration of any Series E Preferred Stock, any Parity
Preferred Stock with respect to distributions or any Junior Stock, unless, in
each case, all distributions accumulated on all Series E Preferred Stock and all
classes and series of outstanding Parity Preferred Stock as to payment of
distributions have been paid in full. The foregoing sentence will not prohibit
(i) distributions payable solely in Junior

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Stock, (ii) the conversion of Junior Stock or Parity Preferred Stock into Junior
Stock of the Corporation, (iii) the redemption, purchase or other acquisition of
Junior Stock made for purposes of and in compliance with requirements of an
employee incentive or benefit plan of the Corporation or any subsidiary of the
Corporation, and (iv) purchase by the Corporation of such Series E Preferred
Stock, Parity Preferred Stock with respect to distributions or Junior Stock
pursuant to Article EIGHTH of the Charter to the extent required to preserve the
Corporation's status as a real estate investment trust.

                (ii) So long as distributions have not been paid in full (or a
sum sufficient for such full payment is not irrevocably so set apart) upon the
Series E Preferred Stock, all distributions authorized and declared on the
Series E Preferred Stock and all classes or series of outstanding Parity
Preferred Stock with respect to distributions shall be authorized and declared
so that the amount of distributions authorized and declared per share of Series
E Preferred Stock and such other classes or series of Parity Preferred Stock
shall in all cases bear to each other the same ratio that accrued distributions
per share on the Series E Preferred Stock and such other classes or series of
Parity Preferred Stock (which shall not include any accumulation in respect of
unpaid distributions for prior distribution periods if such class or series of
Parity Preferred Stock do not have cumulative distribution rights) bear to each
other.

        e)  No Further Rights.  Holders of Series E Preferred Stock shall not be
            -----------------
entitled to any distributions, whether payable in cash, other property or
otherwise, in excess of the full cumulative distributions described herein.

Section 4.  Liquidation Preference.
            -----------------------

        a)  Payment of Liquidating Distributions.  Subject to the rights of
            ------------------------------------
holders of Parity Preferred Stock with respect to rights upon any voluntary or
involuntary liquidation, distribution or winding-up of the Corporation, the
holders of Series E Preferred Stock shall be entitled to receive out of the
assets of the Corporation legally available for distribution or the proceeds
thereof, after payment or provision for debts and other liabilities of the
Corporation, but before any payment or distributions of the assets shall be made
to holders of Common Stock or any other class or series of shares of the
Corporation that ranks junior to the Series E Preferred Stock as to rights upon
liquidation, dissolution or winding-up of the Corporation, an amount equal to
the sum of (i) a liquidation preference of $25.00 per share of Series E
Preferred Stock, and (ii) in amount equal to any accumulated and unpaid
distributions thereon to the date of payment. In the event that, upon such
voluntary or involuntary liquidation, dissolution or winding-up, there are
insufficient assets to permit full payment of liquidating distributions to the
holders of Series E Preferred Stock and any Parity Preferred Stock as to rights
upon liquidation, dissolution or winding-up of the Corporation, all payments of
liquidating distributions on the Series E Preferred Stock and such Parity
Preferred Stock shall be made so that the payments on the Series E Preferred
Stock and such Parity Preferred Stock shall in all cases bear to each other the
same ratio that the respective rights of the Series E Preferred Stock and such
other Parity Preferred Stock (which shall not include any accumulation in
respect of unpaid distributions for prior distribution periods if such

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Parity Preferred Stock do not have cumulative distribution rights) upon
liquidation, dissolution or winding-up of the Corporation bear to each other.

        b)  Notice.  Written notice of any such voluntary or involuntary
            ------
liquidation,dissolution or winding-up of the Corporation, stating the payment
date or dates when, and the place or places where, the amounts distributable in
such circumstances shall be payable, shall be given by (i) fax and (ii) by first
class mail, postage pre-paid, not less than 30 and, not more than 60 days prior
to the payment date stated therein, to each record holder of the Series E
Preferred Stock at the respective addresses of such holders as the same shall
appear on the share transfer records of the Corporation.

        c)  No Further Rights.  After payment of the full amount of the
            -----------------
liquidating distributions to which they are entitled, the holders of Series E
Preferred Stock will have no right or claim to any of the remaining assets of
the Corporation.

        d)  Consolidation, Merger or Certain Other Transactions.  Without
            ---------------------------------------------------
limiting Section 6(c) hereof, the consolidation or merger or other business
combination of the Corporation with or into any corporation, trust or other
entity (or of any corporation, trust or other entity with or into the
Corporation), or the effectuation by the Corporation of a transaction or series
of related transactions in which more than 50% of the voting power of the
Corporation is disposed of shall not be deemed to constitute a liquidation,
dissolution or winding-up of the Corporation.

Section 5.  Optional Redemption.
            --------------------

        a)  Right of Optional Redemption.  The Series E Preferred Stock may not
            ----------------------------
be redeemed prior to September 3, 2004.  On or after such date, subject to the
terms and conditions of any Parity Preferred Stock, the Corporation shall have
the right to redeem the Series E Preferred Stock, in whole or in part, at any
time or from time to time, upon not less than 30 nor more than 60 days' written
notice, at a redemption price, payable in cash, equal to $25.00 per share of
Series E Preferred Stock plus accumulated and unpaid distributions to the date
of redemption.  If fewer than all of the outstanding shares of Series E
Preferred Stock are to be redeemed, the shares of Series E Preferred Stock to be
redeemed shall be selected pro rata (as nearly as practicable without creating
fractional units).  Further, in order to ensure that the Corporation remains a
qualified real estate investment trust for federal income tax purposes, the
Series E Preferred Stock will also be subject to the provisions of Article
EIGHTH of the Charter pursuant to which Series E Preferred Stock owned by a
stockholder in excess of the Ownership Limit (as defined in the Charter) will be
automatically transferred to a Trust (as defined in the Charter) and the
Corporation shall have the right to purchase such, shares, as provided in
Article EIGHTH of the Charter.

        b)  Limitation on Redemption.
            ------------------------
                (i) Except in connection with the liquidation, dissolution,
winding up or termination of the Corporation, the redemption price of the Series
E

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Preferred Stock (other than the portion thereof consisting of accumulated but
unpaid distributions) will be payable solely out of the sale proceeds of capital
stock of the Corporation and from no other source. For purposes of the preceding
sentence, "capital stock" means any equity securities (including Common Stock
and Preferred Stock of the Corporation and units of partnership interest of
Essex Portfolio, L.P., as to which the Corporation is the general partner),
shares, participation or other ownership interests (however designated) and any
rights (other than debt securities convertible into or exchangeable for equity
securities) or options to purchase any of the foregoing.

                (ii) The Corporation may not redeem fewer than all of the
outstanding shares of Series E Preferred Stock unless all accumulated and unpaid
distributions have been paid on all Series E Preferred Stock for all quarterly
distribution periods terminating on or prior to the date of redemption;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of Series E Preferred Stock or Parity Preferred Stock
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of Series E Preferred Stock or Parity Preferred Stock, as
the case may be.

        c)  Rights to Distributions on Stock Called for Redemption.
            ------------------------------------------------------
Immediately prior to any redemption of Series E Preferred Stock, the Corporation
shall pay, in cash, any accumulated and unpaid distributions through the
redemption date, unless a redemption date falls after a Distribution Record Date
and prior to the corresponding Preferred Stock Distribution Payment Date, in
which case each holder of Series E Preferred Stock at the close of business on
such Distribution Record Date shall be entitled to the distributions payable on
such shares on the corresponding Distribution Payment Date notwithstanding the
redemption of such shares before the Distribution Payment Date.

        d)  Procedures for Redemption.
            -------------------------
                (i) Notice of redemption will be (i) faxed, and (ii) mailed by
the Corporation, postage prepaid, not less than 30 nor more than 60 days prior
to the redemption date, addressed to the respective holders of record of the
Series E Preferred Stock to be redeemed at their respective addresses as they
appear on the transfer records of the Corporation. No failure to give or
defect in such notice shall affect the validity of the proceedings for the
redemption of any Series E Preferred Stock except as to the holder to whom
such notice was defective or not given. In addition to any information
required by law or by the applicable rules of any exchange upon which the
Series E Preferred Stock may be listed or admitted to trading, each such
notice shall state: (i) the redemption date, (ii) the redemption price, (iii)
the number of shares of Series E Preferred Stock to be redeemed, (iv) the
place or places where such shares of Series E Preferred Stock are to be
surrendered for payment of the redemption price, (v) that distributions on the
Series E Preferred Stock to be redeemed will cease to accumulate on such
redemption date and (vi) that payment of the redemption price and any
accumulated and unpaid distributions will be made upon presentation and
surrender of such Series E Preferred Stock. If fewer than all of the shares of
Series E Preferred Stock held by any holder are to be redeemed, the notice
mailed to such holder shall also specify the number of shares

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of Series E Preferred Stock held by such holder to be redeemed. If fewer than
all Series E Preferred Stock evidenced by any certificate are being redeemed, a
new certificate shall be issued upon surrender of the certificate evidencing all
shares of Series E Preferred Stock, evidencing the unredeemed shares of Series E
Preferred Stock without cost to the holder thereof.

                (ii) If the Corporation gives a notice of redemption in respect
of Series E Preferred Stock (which notice will be irrevocable) then, by 12:00
noon, New York City time, on the redemption date, the Corporation will deposit
irrevocably in trust for the benefit of the Series E Preferred Stock being
redeemed funds sufficient to pay the applicable redemption price, plus any
accumulated and unpaid distributions, if any, on such shares to the date fixed
for redemption, without interest, and will give irrevocable instructions and
authority to pay such redemption price and any accumulated and unpaid
distributions, if any, on such shares to the holders of the Series E Preferred
Stock upon surrender of the Series E Preferred Stock by such holders at the
place designated in the notice of redemption. On and after the date of
redemption, distributions will cease to accumulate on the Series E Preferred
Stock or portions thereof called for redemption, unless the Corporation defaults
in the payment thereof. If any date fixed for redemption of Series E Preferred
Stock is not a Business Day, then payment of the redemption price payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay) except that,
if such Business Day falls in the next calendar year, such payment will be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date fixed for redemption. If payment of the
redemption price or any accumulated or unpaid distributions in respect of the
Series E Preferred Stock is improperly withheld or refused and not paid by the
Corporation, distributions on such Series E Preferred Stock will continue to
accumulate from the original redemption date to the date of payment, in which
case the actual payment date will be considered the date fixed for redemption
for purposes of calculating the applicable redemption price and any accumulated
and unpaid distributions.

        e)  Status of Redeemed Stock.  Any Series E Preferred Stock that shall
            ------------------------
time have been redeemed shall after such redemption have the status of
authorized but unissued Preferred Stock, without designation as to class or
series, until such shares are once more designated as part of a particular class
or series by the Board.

Section 6.  Voting Rights.
            -------------
        a)  General.  Holders of the Series E Preferred Stock will not have any
            -------
voting rights, except as set forth below.

        b)  Right to Elect Directors.  If at any time full distributions shall
            ------------------------
not have been made on any Series E Preferred Stock with respect to any six (6)
prior quarterly distribution periods, whether or not consecutive, (a "Preferred
Distribution Default"), such that distributions for such six (6) distribution
periods have not been fully paid and are outstanding in whole or in part at the
same time, the holders of such Series E Preferred Stock, voting together as a
single class with the holders of each class or series

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of Parity Preferred Stock upon which like voting rights have been conferred and
are exercisable (other than holders of Parity Preferred Stock who are deemed to
be "affiliates" of the Corporation as such term is defined in Rule 144 of the
General Rules and Regulations Under the Securities Act of 1933), will have the
right to elect two additional directors to serve on the Corporation's Board (the
"Preferred Stock Directors"), which shall be in addition to the rights of
holders of Series A Preferred Stock to elect directors pursuant to the articles
supplementary pertaining to the Series A Preferred Stock, at a special meeting
called by the holders of record of at least 10% of the outstanding shares of
Series E Preferred Stock or any such class or series of Parity Preferred Stock
or at the next annual meeting of stockholders, and at each subsequent annual
meeting of stockholders or special meeting held in place thereof, until all such
distributions in arrears and distributions for the current quarterly period on
the Series E Preferred Stock and each such class or series of Parity Preferred
Stock have been paid in full. At any such annual or special meeting, the holders
of the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock and any subsequently issued series of Parity Preferred Stock
upon which like voting rights have been conferred and are exercisable, will be
entitled to cast votes for such Preferred Stock Directors on the basis of one
vote per $50.00 of liquidation preference to which such class of Parity
Preferred Stock is entitled by its terms (excluding amounts in respect of
accumulated and unpaid dividends) and not cumulatively. If and when all
accumulated distributions and the distribution for the current distribution
period on the Series E Preferred Stock shall have been paid in full or
irrevocably set aside for payment in full, the holders of the Series E Preferred
Stock shall be divested of the voting rights set forth in Section 6(b) herein
(subject to revesting in the event of each and every Preferred Distribution
Default) and, if all distributions in arrears and the distributions for the
current distribution period have been paid in full or irrevocably set aside for
payment in full on all other classes or series of Parity Preferred Stock upon
which like voting rights have been conferred and are exercisable, the term and
office of each Preferred Stock Director so elected shall immediately terminate.
Any Preferred Stock Director may be removed at any time with or without cause by
the vote of, and shall not be removed otherwise than by the vote of, the holders
of record of a majority of the outstanding Series E Preferred Stock when they
have the voting rights set forth in Section 6(b) (voting separately as a single
class with all other classes or series of Parity Preferred Stock upon which like
voting rights have been conferred and are exercisable). So long as a Preferred
Distribution Default shall continue, any vacancy in the office of a Preferred
Stock Director may be filled by written consent of the Preferred Stock Director
remaining in office, or if none remains in office, by a vote of the holders of
record of a majority of the outstanding Series E Preferred Stock when they have
the voting rights set forth in Section 6(b) (voting separately as a single class
with all other classes or series of Parity Preferred Stock upon which like
voting rights have been conferred and are exercisable). The Preferred Stock
Directors shall each be entitled to one vote per director on any matter.

        c)  Certain Voting Rights.  (i) While any shares of the Series E
            ---------------------
Preferred Stock are outstanding, the Corporation shall not, without the
affirmative vote of the holders of at least two-thirds (2/3) of the outstanding
shares and/or units (voting as a single class and on an as-exchanged for Series
E Preferred Stock basis) comprising the Series E Preferred Stock and the 9.25%
Series E Cumulative Redeemable Preferred Units

                                       8
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of Essex Portfolio, L.P. (collectively, the "Voting Securities") outstanding at
the time (i) authorize or create, or increase the authorized or issued amount
of, any class or series of shares ranking prior to the Series E Preferred Stock
with respect to payment of distributions or rights upon liquidation, dissolution
or winding-up or reclassify any authorized shares of the Corporation into any
such shares, or create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any such shares, (ii)
either amend, alter or repeal the provisions of the Corporation's Charter
(including these Articles Supplementary) or Bylaws, whether by amendment,
merger, consolidation or otherwise, that would materially and adversely affect
the preferences, other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications, or terms and conditions of
redemption, of any outstanding shares of the Series E Preferred Stock or the
holders thereof; provided that any increase in the amount of authorized
Preferred Stock or the creation or issuance of any other class or series of
Preferred Stock, or any increase in an amount of authorized shares of each class
or series, in each case ranking junior or on a parity to the Series E Preferred
Stock with respect to payment of distributions and the distribution of assets
upon liquidation, dissolution or winding-up, shall not be deemed to materially
and adversely affect such rights, preferences, privileges or voting powers
provided that, with respect to Parity Preferred Stock issued to any "affiliate"
of the Corporation (as such term is defined in Rule 144 of the General Rules and
Regulations Under the Securities Act of 1933), such Parity Preferred Stock is
issued in connection with a larger issuance to non-affiliates of Parity
Preferred Stock of the same series and with the same terms as such Parity
Preferred Stock. While any shares of the Series E Preferred Stock are
outstanding, the Corporation shall not, without the affirmative vote of the
holders of at least two-thirds (2/3) of the Voting Securities outstanding at the
time consolidate, amalgamate, merge with or into, or convey, transfer or lease
its assets substantially as an entirety to, any corporation or other entity,
unless (a) the Corporation is the surviving entity and the shares of the Series
E Preferred Stock remain outstanding with the terms thereof unchanged, (b) the
resulting, surviving or transferee entity is a corporation or other entity
organized under the laws of any state and substitutes for the Series E Preferred
Stock other preferred stock having substantially the same terms and same rights
as the Series E Preferred Stock, including with respect to distributions, voting
rights and rights upon liquidation, dissolution or winding-up, or (c) such
merger, consolidation, amalgamation or asset transfer does not adversely affect
the powers, special rights, preferences and privileges of the holders of the
Series E Preferred Stock in any material respect. However, the Corporation may
create additional classes of Parity Preferred Stock and Junior Stock, increase
the authorized number of shares of Parity Preferred Stock and Junior Stock and
issue additional series of Parity Preferred Stock and Junior Stock without the
consent of any holder of Voting Securities, provided that, with respect to
Parity Preferred Stock issued to any "affiliate" of the Corporation (as such
term is defined in Rule 144 of the General Rules and Regulations Under the
Securities Act of 1933), such Parity Preferred Stock is issued in connection
with a larger issuance to non-affiliates of Parity Preferred Units of the same
series and with the same terms as such Parity Preferred Stock.

Section 7.  Transfer Restrictions.  The Series E Preferred Stock shall be
            ---------------------
subject to the provisions of Article EIGHTH of the Charter.

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Section 8.  No Conversion Rights.  The holders of the Series E Preferred Stock
            --------------------
shall not have any rights to convert such shares into shares of any other class
or series of stock, or into any other securities of, or interest in, the
Corporation.

Section 9.  No Sinking Fund.  No sinking fund shall be established for the
            ---------------
retirement or redemption of Series E Preferred Stock.

     FOURTH:  The Series E Preferred Stock have been classified and designated
by the Board under the authority contained in the Charter.

     FIFTH:  These Articles Supplementary have been approved by the Board in the
manner and by the vote required by law.

     SIXTH:  The undersigned Executive Vice President of the Corporation
acknowledges these Articles Supplementary to be the corporate act of the
Corporation and, as to all matters or facts required to be verified under oath,
the undersigned Executive Vice President acknowledges that to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties for
perjury.

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     IN WITNESS WHEREOF, these Articles Supplementary are executed on behalf of
the Corporation by its Executive Vice President and attested by its Secretary
this _____ day of September,  1999.

                                    ESSEX PROPERTY TRUST, INC.


                                    ____________________________
                                    Michael J. Schall
                                    Executive Vice President
     [SEAL]

     Attest:


     ___________________________
     Jordan E. Ritter
     Vice President and Secretary

     THE UNDERSIGNED, Executive Vice President of ESSEX PROPERTY TRUST, INC.,
who executed on behalf of the Corporation, the Articles Supplementary of which
this certificate is made a part, hereby acknowledges in the name and on behalf
of said Corporation the foregoing Articles Supplementary to be the corporate act
of said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval, thereof are true in all
material respects under the penalties of perjury.


                                    By: __________________________
                                    Michael J. Schall
                                    Executive Vice President


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