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

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FORM 10-Q

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

For the quarterly period ended September 30, 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 September 30, 2003
         and December 31, 2002

4Consolidated Statements of Operations for the three
          
         and nine months ended September 30, 2003 and 2002

5Consolidated Statements of Partners' Capital for the nine months
          
         ended Septmeber 30, 2003 and the year ended December 31, 2002

6Condensed Consolidated Statements of Cash Flows
          
         for the nine months ended September 30, 2003 and 2002

7Notes to Consolidated Financial Statements

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

19Item 3.   Quantitative and Qualitative Disclosures About Market Risk

29



  Item 4.   Controls and Procedures

29PART II.  OTHER INFORMATIONItem 6.   Exhibits and Reports on Form 8-K

30Signature

312Part 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)September 30, December 31,
                                                              2003          2002
                                                          ------------  ------------
                         Assets
Real estate:
  Rental properties:
     Land and land improvements                          $    392,156  $    368,712
     Buildings and improvements                             1,212,194     1,147,244
                                                          ------------  ------------
                                                            1,604,350     1,515,956
     Less accumulated depreciation                           (227,300)     (191,821)
                                                          ------------  ------------
                                                            1,377,050     1,324,135
  Investments                                                  88,831        61,212
  Real estate under development                                96,203       143,756
                                                          ------------  ------------
                                                            1,562,084     1,529,103
Cash and cash equivalents-unrestricted                         10,400         8,562
Cash and cash equivalents-restricted                           10,072         9,265
Notes receivable from investees and related parties            18,620        24,081
Notes and other receivables                                    34,873        31,318
Prepaid expenses and other assets                              17,584        11,133
Deferred charges, net                                           5,448         6,272
                                                          ------------  ------------
                                                         $  1,659,081  $  1,619,734
                                                          ============  ============

           Liabilities and Partners' Capital
Mortgage notes payable                                   $    664,596  $    677,563
Lines of credit                                               162,700       126,500
Accounts payable and accrued liabilities                       32,792        35,791
Dividends payable                                              20,527        17,879
Other liabilities                                               8,535         8,157
                                                          ------------  ------------
          Total liabilities                                   889,150       865,890
Minority interests                                              5,703         5,727

Partners' capital:
    General partner:
       Common equity                                          481,248       491,314
       Preferred equity                                        25,000            --
                                                          ------------  ------------
                                                              506,248       491,314
                                                          ------------  ------------
    Limited partners:
       Common equity                                           53,490        52,313
       Preferred equity                                       204,490       204,490
                                                          ------------  ------------
                                                              257,980       256,803
                                                          ------------  ------------
          Total partners' capital                             764,228       748,117
                                                          ------------  ------------
Commitments and contingencies
                                                         $  1,659,081  $  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        Nine Months Ended
                                                              September 30,             September 30,
                                                         ------------------------  ------------------------
                                                            2003         2002         2003         2002
                                                         -----------  -----------  -----------  -----------
Revenues:
   Rental                                               $    53,431  $    42,337  $   161,131  $   126,223
   Other property                                             1,824        1,292        5,301        4,004
                                                         -----------  -----------  -----------  -----------
      Total property                                         55,255       43,629      166,432      130,227
   Interest and other                                         2,982        5,166        9,247       18,961
                                                         -----------  -----------  -----------  -----------
      Total revenues                                         58,237       48,795      175,679      149,188
                                                         -----------  -----------  -----------  -----------
Expenses:
   Property operating expenses:
      Maintenance and repairs                                 4,540        2,965       12,476        8,131
      Real estate taxes                                       4,407        3,158       13,144        9,426
      Utilities                                               3,303        2,050        9,015        6,333
      Administrative                                          4,377        3,403       14,950       10,075
      Advertising                                             1,016          658        2,878        2,011
      Insurance                                                 883          604        2,464        1,436
      Depreciation and amortization                          12,308        9,129       35,473       27,229
                                                         -----------  -----------  -----------  -----------
                                                             30,834       21,967       90,400       64,641
   Interest                                                  10,528        8,621       31,858       26,062
   Amortization of deferred financing costs                     333          147          825          442
   General and administrative                                 1,678        1,482        5,208        4,747
                                                         -----------  -----------  -----------  -----------
      Total expenses                                         43,373       32,217      128,291       95,892
                                                         -----------  -----------  -----------  -----------
      Income from continuing operations before
        minority interests and discontinued
        operations                                           14,864       16,578       47,388       53,296
   Minority interests                                           (32)         (27)         (90)        (105)
                                                         -----------  -----------  -----------  -----------
      Income from continuing operations                      14,832       16,551       47,298       53,191

Discontinued operations:
   Income from real estate sold                                  --           --           --          253
   Gain on sale of real estate                                   --           --           --        9,051
                                                         -----------  -----------  -----------  -----------
   Income from discontinued operations                           --           --           --        9,304
                                                         -----------  -----------  -----------  -----------
      Net income                                             14,832       16,551       47,298       62,495
Dividends on preferred units-limited partner                 (4,580)      (4,580)     (13,740)     (13,741)
                                                         -----------  -----------  -----------  -----------
      Net income available to common units              $    10,252  $    11,971  $    33,558  $    48,754
                                                         ===========  ===========  ===========  ===========
Per common Operating Partnership unit data:
   Basic:
      Income from continuing operations available to
        common unit                                     $      0.44  $      0.58  $      1.44  $      1.90
      Income from discontinued operations                        --           --           --         0.45
                                                         -----------  -----------  -----------  -----------
      Net income                                        $      0.44  $      0.58  $      1.44  $      2.35
                                                         ===========  ===========  ===========  ===========
      Weighted average number of common partnership
        units outstanding during the period              23,395,719   20,585,968   23,323,302   20,723,668
                                                         ===========  ===========  ===========  ===========
   Diluted:
      Income from continuing operations available to
        common unit                                     $      0.43  $      0.58  $      1.43  $      1.88
      Income from discontinued operations                        --           --           --         0.45
                                                         -----------  -----------  -----------  -----------
      Net income                                        $      0.43  $      0.58  $      1.43  $      2.33
                                                         ===========  ===========  ===========  ===========
      Weighted average number of common partnership
        units outstanding during the period              23,647,225   20,749,211   23,535,160   20,882,970
                                                         ===========  ===========  ===========  ===========

   Distributions per Operating Partnership common unit  $      0.78  $      0.77  $      2.34  $      2.31
                                                         ===========  ===========  ===========  ===========

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

                For the nine months ended September 30, 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       168      5,478         --         --         --         --       5,478
Issuance of general partner
   common units                         36      2,170         --         --         --         --       2,170
Issuance of limited partner
   common units                         --         --         --        110      5,768         --       5,768
Contribution of general partner
   preferred equity                     --       (588)    25,000         --         --         --      24,412
Redemption of limited partner
   common units                         --         --         --        (11)      (542)        --        (542)
Vested series Z incentive units         --         --         --         16        259         --         259
Reallocation of partners' capital       --      2,067         --         --     (2,067)        --          --
Net income                              --     30,141         --         --      3,417     13,740      47,298
Partners' distributions                 --    (49,334)        --         --     (5,658)   (13,740)    (68,732)
                                  ---------  ---------  ---------  ---------  ---------  ---------   ---------
Balances at September 30, 2003      21,187  $ 481,248  $  25,000      2,435  $  53,490  $ 204,490   $ 764,228
                                  =========  =========  =========  =========  =========  =========   =========
See accompanying notes to consolidated unaudited financial statements.6ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                                   (Unaudited)

                             (Dollars in thousands)Nine Months Ended
                                                                                               September 30,
                                                                                          --------------------
                                                                                              2003       2002
                                                                                          ---------  ---------
Net cash provided by operating activities                                                $  73,748  $  67,892
                                                                                          ---------  ---------
Cash flows from investing activities:
   Additions to real estate:
       Acquisitions                                                                             --     (8,864)
       Improvements to recent acquisitions                                                  (6,336)      (794)
       Redevelopment                                                                        (1,508)    (6,486)
       Revenue generating capital expenditures                                                (144)      (664)
       Non-revenue generating capital expenditures                                          (5,102)    (4,130)
   Decrease in restricted cash                                                                (807)     8,674
   Additions to notes receivable from investees, other
      related parties and other receivables                                                 (8,337)    (4,109)
   Repayment of notes receivable from investees, other
      related parties and other receivables                                                  8,093      4,624
   Additions to real estate under development                                              (20,119)   (41,935)
   Net distributions from (contributions to) investments in corporations
   Net distributions from (contributions to) investments in corporations
                                                                                          ---------  ---------
       Net cash used in investing activities                                               (58,553)   (37,215)
                                                                                          ---------  ---------
Cash flows from financing activities:
   Proceeds from mortgage and other notes payable and lines of credit                       89,851     98,500
   Repayment of mortgage and other notes payable and lines of credit                       (66,618)   (55,301)
   Additions to deferred charges                                                              (159)    (1,041)
   Contribution from stock options exercised                                                 5,020      3,307
   Contribution of general partner preferred equity                                         24,664         --
   Contributions from minority interest partners                                                --        (14)
   Distributions to limited partners and minority interest                                 (15,389)   (18,851)
   General partner shares purchased by limited partners                                         --    (19,715)
   Redemption of limited partnership units                                                    (542)      (309)
   Distributions to general partner                                                        (50,184)   (41,546)
                                                                                          ---------  ---------
      Net cash used in financing activities                                                (13,357)   (34,970)
                                                                                          ---------  ---------
Net increase (decrease) in cash and cash equivalents                                         1,838     (4,293)
Cash and cash equivalents at beginning of period                                             8,562      6,440
                                                                                          ---------  ---------
Cash and cash equivalents at end of period                                               $  10,400  $   2,147
                                                                                          =========  =========
Supplemental disclosure of cash flow information:
   Cash paid for interest, net of $3,108 and $4,906 capitalized
        in 2003 and 2002, respectively                                                   $  28,867  $  21,764
                                                                                          =========  =========

Supplemental disclosure of non-cash investing and financing activities:
   Receipt of note receivable from third party in exchange for the following:
     Note receivable from investee                                                       $      --  $  34,000
      Accrued interest on note receivable from investee                                         --      2,393
      Investments                                                                               --      8,990
      Other receivables from investee                                                           --        117
      Less cash received from investee                                                          --     (5,500)
                                                                                          ---------  ---------
                                                                                         $      --  $  40,000
                                                                                          =========  =========

   Proceeds from disposition of real estate held by exchange
      facilitator and classified as other asset                                          $      --  $  19,477
                                                                                          =========  =========

   Additional investment in limited partnership:
      Investments                                                                        $      --  $   3,681
      Accounts payable                                                                          --     (3,681)
                                                                                          ---------  ---------
                                                                                         $      --  $      --
                                                                                          =========  =========

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

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

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

   Contribution of general partner common equity in connection with Sachs merger         $   2,170  $      --
                                                                                          =========  =========


See accompanying notes to the consolidated unaudited financial statements.7ESSEX PORTFOLIO, L.P. AND SUBSIDIARIESNotes to Consolidated Financial Statements 
                                             September 30, 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 a
90.1%, 90.0% and 88.7% general partnership interest as of September 30, 2003,
December 31, 2002 and September 30, 2002, respectively.

As of September 30, 2003, the Operating Partnership operates and has
ownership interests in 117 multifamily properties (containing 25,095 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 to add value through rental growth
and asset appreciation, utilizing the Operating Partnership's development,
redevelopment and asset management capabilities. Currently the Fund is
considered fully invested based on its acquisitions to date and anticipated
development and redevelopment expenditures. 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 now expects to utilize leverage of
approximately 61% 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.

The Operating Partnership invests in joint ventures, which generally involve
multifamily property acquisitions. 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 nine months ended September 30, 2003. 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. 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.

8Beginning on December 31, 2003, the Operating Partnership is required to
apply the provisions of FIN 46 to all investments (including joint ventures) and
all other arrangements which were entered into prior to January 31, 2003 to
evaluate whether such arrangements represents involvement with a variable
interest entities ("VIE"). Further evaluation is required to determine
whether the Operating Partnership should continue using its historical
accounting method or consolidate the VIE. 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 VIEs under the provisions of FIN 46. Based on its
preliminary evaluation of the entities considered reasonably possible to be
VIEs, the total assets and liabilities net of intercompany balances of such
entities were estimated at $77,775 and $55,603 at September 30, 2003.  The
Operating Partnership's estimated maximum exposure to loss would be equal to its
investments in these arrangements, which totaled $22,850, as of September 30,
2003.  The disclosures provided reflect management's understanding and analysis
of FIN 46 based upon information currently available.  The evaluation of the
impact of FIN 46 on the Operating Partnership's consolidated financial
statements is ongoing and is subject to change in the event additional
interpretive guidance is provided by the Financial Accounting Standards Board or
others.

Included in the Operating Partnership's investments accounted for under the
equity method 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 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 its 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 units held. At September 30,
2003, the maximum number of shares that could be issued to meet redemption of
these Down REIT entities is 1,467,198. 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.

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

The Operating Partnership's equity in income from investments accounted for
using the equity method was $1,848 and $1,835 for the three months ended
September 30, 2003 and 2002, respectively, and $5,458 and $7,135 for the nine
months ended September 30, 2003 and 2002, respectively, and 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, no compensation expense recognized during the three months ended
September 30, 2003 and 2002 and $408 and $911 and was recognized for the nine
months ended September 30, 2003 and 2002, 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 and nine months ended September 30,
2003 and 2002 would have been reduced to the pro forma amounts indicated below:

Three Months Ended     Nine Months Ended
                                                September 30,         September 30,
                                            --------------------  --------------------
                                              2003       2002       2003       2002
                                            ---------  ---------  ---------  ---------
Net income available to common units:
   As reported                             $  10,252  $  11,971  $  33,558  $  48,754
   Pro forma                                  10,125     11,845     33,177     48,375

Basic earnings per common unit:
   As reported                             $    0.44  $    0.58  $    1.44  $    2.35
   Pro forma                                    0.43       0.58       1.42       2.33

Diluted earnings per common unit:
   As reported                             $    0.43  $    0.58  $    1.43  $    2.33
   Pro forma                                    0.43       0.57       1.41       2.32

Weighted-average fair value of stock
   options granted during the periods
   presented                               $    3.90  $    4.69  $    3.90  $    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      Nine Months Ended
                                  September 30,           September 30,
                             ----------------------- -----------------------
                                2003        2002        2003        2002
                             ----------- ----------- ----------- -----------
Risk-free interest rates        2.63%    3.08%-4.62% 2.17%-2.78% 3.08%-4.62%
Expected lives                 6 years     6 years     6 years     6 years
Volatility                     19.18%      18.92%    17.89%-19.18  18.92%
Dividend yield                  5.73%       6.30%    5.73%-6.12%    6.30%10(2)	Significant Transactions for the Quarter ended
September 30, 2003

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 September
30, 2003, the Operating Partnership (including the Fund's development
communities) had ownership interests in six development communities, with an
aggregate of 1,368 multifamily units and an estimated total cost of $229,700 of
which approximately $74,800 remains to be expended and of which approximately
$36,400 is the Operating Partnership's commitment.

During the third quarter, the Operating Partnership completed construction
and neared completion on the lease-up at The San Marcos (phase I), a 312-unit
apartment community located in Richmond, California. This property reached
stabilized operations in October 2003 and will be reclassified from real estate
under development to rental properties on the Operating Partnership's balance
sheet in the fourth quarter of 2003.

During the quarter, the Operating Partnership continued construction at the
San Marcos project of an additional 120 units  (phase II), which are located
directly adjacent to the first phase. It is anticipated that construction of
these additional units will be completed in the second quarter of 2004 and is
expected to reach stabilized operations in the fourth quarter of 2004.

Construction continued during the quarter at Hidden Valley, a 324-unit
apartment community located in Simi Valley, California.  The Operating
Partnership expects initial occupancy to take place in the fourth quarter of
2003 and to reach stabilized operations in the third quarter of 2004.  The
Operating Partnership has a 75 percent ownership interest in this development
project.

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 September 30, 2003, the Operating Partnership
(including the Fund's redevelopment communities) has ownership interests in two
redevelopment communities, which contain an aggregate of 782 units and an
estimated total cost specifically related to the redevelopment of $7,000 of
which approximately $4,400 remains to be expended and of which approximately
$3,000 is the Operating Partnership's commitment.

EquityOn July 30, 2003, in connection with the Operating Partnership's
acquisition, by merger, of John M. Sachs, Inc. ("Sachs") on December
17, 2002, and under terms of the merger agreement, a final analysis was
prepared, which indicated that the actual net liabilities of Sachs were less
than the net liabilities of Sachs estimated to be outstanding as of the merger
date.  Based on this final analysis and as a post-closing adjustment payment
pursuant to the merger agreement, the Operating Partnership made a final payment
of $1,766 in cash and issued an additional 35,860 shares of the Company's common
stock to certain of the pre-merger shareholders of Sachs.

On September 23, 2003, the Company issued 1,000,000 shares of its Series F
Cumulative Redeemable Preferred Stock ("Series F Preferred Stock") at
a fixed price of $24.664 per share, a discount from the $25.00 per share
liquidation value of the shares.  The shares of Series F Preferred Stock do not
begin to accrue a dividend until November 25, 2003 and following that date, will
pay quarterly distributions at an annualized rate of 7.8125% per year of the
liquidation value and will be redeemable by the Company on or after September
23, 2008. The Operating Partnership will amortize the original discount in
connection with the issuance of these shares in the fourth quarter of 2003,
resulting in a charge of approximately $336. Essex contributed the net proceeds
from the Series F Preferred Stock offering to the Operating Partnership and will
receive a preferred distribution from the Operating Partnership equal to the
quarterly dividends on the Series F Preferred Stock.

11DebtDuring the quarter the Operating Partnership expanded its existing
$165,000 unsecured revolving credit facility to $185,000.  No other material
terms of this facility were revised.

OtherIn August 2000 an affiliate of the Operating Partnership sold a vacant
110,000 square foot office building located in Irvine, California to a third
party for $15,000. The Operating Partnership loaned the buyer $15,000 as a
secured first mortgage on the property. In addition, after the buyer expended
$500 for such items as tenant improvements, leasing commissions, and carrying
costs, the Operating Partnership agreed to lend an additional $4,500 to the
buyer for these related items, under a mezzanine loan, which is secured by a
second deed of trust on the property (the Mezzanine Loan). The current balance
of the Mezzanine Loan is approximately $3,800, of which the principal
shareholder of the buyer guarantees $1,700. The Operating Partnership has
evaluated the realization potential of the first and mezzanine loan and
effective June 2002, ceased accruing interest income on these notes until the
timing of the borrower's cash flow from the office building is more predictable.
The loan matured in March 2003 and is default.  Management is currently
evaluating its potential courses of action.

Subsequent Event - Common StockOn October 6, 2003, the Company sold 1.6 million newly issued shares of
common stock receiving offering proceeds (before expenses) of $60.67 per share,
representing a 3.25% discount to the common stock's closing price on September
30, 2003, the date of the underwriting agreement between the Company and the
underwriter, pursuant to which the shares were sold.  The net proceeds of the
offering of approximately $96,772 were contributed to the Operating Partnership
in exchange for an increased general partner interest in the Operating
Partnership.  The Operating Partnership expects to use the net proceeds for the
acquisition of multifamily communities located in the Operating Partnership's
targeted West Coast markets and may also be used for general corporate purposes,
including the repayment of debt and the funding of development activities.

Subsequent Event - AcquisitionsOn October 9, 2003, the Operating Partnership acquired two multifamily
communities comprising 442 apartment homes in the Seattle, Washington
metropolitan area for an aggregate purchase price of $41,700.  One property is
Canyon Pointe, a 250-unit multifamily property located in Bothell, Washington
and the other is Forest View, a 192-unit multifamily property located in Renton,
Washington.  Neither property was encumbered with debt.

On October 23, 2003, the Operating Partnership acquired Walnut Heights
Apartments, a 163-unit multifamily community located in the City of Walnut,
California, for a contract price of approximately $24,300. This property was not
encumbered with debt.

Subsequent Event - Preferred UnitsOn October 14, 2003, the Operating Partnership issued a notice of
redemption to the holders of its 9.125% Series C Cumulative Redeemable Preferred
Units.  Pursuant to the provisions of the Amended and Restated Agreement of
Limited Partnership of Essex Portfolio, L.P., the Operating Partnership expects
to redeem all outstanding Series C Preferred Units on November 24, 2003. As a
result of this redemption, the Operating Partnership will record a reduction to
net income available to common units of approximately $625, representing the
costs associated with the issuance of these securities in 1998.

12Private Equity Fund

Acquisition Activities of the Essex Apartment Value
Fund (the "Fund")

On July 11, 2003, the Fund acquired an ownership interest in Coronado
North and South, located in Newport Beach, California, for approximately $33,700
from an unrelated co-investment partner.

Disposition Activities of the Fund

On July 24, 2003, the Fund sold a 30 unit apartment community, which was
acquired on May 1, 2003 in conjunction with the purchase of three multifamily
properties comprised of 288 apartment homes all located in San Dimas,
California, for $4,175 in cash to an unrelated third party. This property was
not encumbered by a mortgage. No gain or loss was realized on this
transaction.

Development Communities of the Fund

At September 30, 2003 the Fund has three development communities with an
aggregate of 612 multifamily units and an estimated total cost of $107,500 of
which $48,800 remains to be expended and approximately $10,400 is the Operating
Partnership's commitment. The total cost estimated does not include costs
related to the construction of its 132-unit Kelvin Avenue project in Irvine,
California. The Kelvin Avenue project is still in the process of obtaining
entitlements.

Redevelopment Communities of the Fund

At September 30, 2003 the Fund has one redevelopment community, a 174
unit apartment community with an estimated total cost specifically related to
the redevelopment of  $3,500 of which $1,700 remains to be expended and
approximately $400 is the Operating Partnership's commitment.

Debt Transactions of the Fund

On July 28, 2003, the Fund obtained a non-recourse mortgage on a
previously unencumbered property in the amount of $9,600, with a 5.03% fixed
interest rate for a 8-year term, which matures in July 2011, with an option to
extend the maturity for one year thereafter at a floating rate of 2.5% over
Freddie Mac's Reference Bill. During the extension period, the loan may be paid
in full with no prepayment penalty.

Completion of Real Estate Investments by the Fund

Currently the Fund is considered fully invested based on its acquisitions
to date and anticipated development and redevelopment expenditures.

13

---



(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 September 30, 2003 and 2002 totaled
$615 and $532, respectively, and $1,907 and $2,010 for the nine months ended
September 30, 2003 and 2002, 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 earned on notes receivable
from investees of $79 and $377 for the three months ended September 30, 2003 and
2002, respectively, and $235 and $2,535 for the nine months ended September 30,
2003 and 2002, respectively.  Other income also includes management fee income
and investment income from the Operating Partnership's investees of $2,761 and
$2,058 for the three months ended September 30, 2003 and 2002, respectively, and
$8,538 and $7,647 for the nine months ended September 30, 2003 and 2002,
respectively.

Notes receivable from investees and other related party receivables as of
September 30, 2003 and December 31, 2002 consist of the following:

`September 30, 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                                        7,065        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                                    1,967           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                      5,615         4,417
                                                                                  ------------  ------------
                                                                                 $     18,620  $     24,081
                                                                                  ============  ============`

The Operating Partnership'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.

14

---



(4) 	New Accounting Pronouncements Adopted During the Quarter

In May 2003, the FASB issued Statement of Financial Accounting
Standard No. 150 ("FAS 150"), "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity."  FAS 150
requires issuers to classify as liabilities (or assets in some circumstances)
three classes of freestanding financial instruments that embody obligations for
the issuer.  Previously, many such instruments had been classified as equity.  A
freestanding financial instrument is an instrument that is entered into
separately and apart from any of the entity's other financial instruments or
equity transactions, or that is entered into in conjunction with some other
transaction and is legally detachable and separately exercisable, such as
certain put and call options.  These provisions are effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003.  On October 29, 2003, the FASB deferred indefinitely the provision within
FAS 150 which required non-controlling interests in consolidated finite life
entities to be presented as a liability. The adoption of FAS 150 on July 1, 2003
did not have any impact on our consolidated financial statements.

15

---



(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
also consists 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
                                                             September 30,
                                                        ------------------------
                                                           2003         2002
                                                        -----------  -----------
Revenues:
    Southern California                                $    27,184  $    18,560
    Northern California                                     15,099       14,399
    Pacific Northwest                                       10,032       10,534
    Other non-segment areas                                  2,940          136
                                                        -----------  -----------
                                                            55,255       43,629
Interest and other income                                    2,982        5,166
                                                        -----------  -----------
        Total revenues                                 $    58,237  $    48,795
                                                        ===========  ===========
Net operating income:
    Southern California                                $    18,587  $    13,192
    Northern California                                     10,200       10,467
    Pacific Northwest                                        6,773        7,060
    Other non-segment areas                                  1,169           72
                                                        -----------  -----------
        Total net operating income                          36,729       30,791
Interest and other income                                    2,982        5,166
Depreciation and amortization:
    Southern California                                     (5,058)      (3,522)
    Northern California                                     (3,511)      (2,752)
    Pacific Northwest                                       (2,633)      (2,790)
    Other non-segment areas                                 (1,106)         (65)
                                                        -----------  -----------
                                                           (12,308)      (9,129)
Interest:
    Southern California                                     (3,439)      (1,839)
    Northern California                                     (2,807)      (2,839)
    Pacific Northwest                                       (1,001)      (1,519)
    Other non-segment areas                                 (3,281)      (2,424)
                                                        -----------  -----------
                                                           (10,528)      (8,621)
Amortization of deferred financing costs                      (333)        (147)
General and administrative                                  (1,678)      (1,482)
                                                        -----------  -----------
        Income from continuing operations before
          minority interests and discontinued
          operations                                   $    14,864  $    16,578
                                                        ===========  ===========`

16

---



(5)	Segment Information (continued)

`Nine Months Ended
                                                             September 30,
                                                        ------------ -----------
                                                           2003         2002
                                                        -----------  -----------
Revenues:
    Southern California                                $    80,259  $    53,996
    Northern California                                     46,206       44,073
    Pacific Northwest                                       30,567       31,747
    Other non-segment areas                                  9,400          411
                                                        -----------  -----------
        Total segment revenues                             166,432      130,227
Interest and other income                                    9,247       18,961
                                                        -----------  -----------
        Total revenues                                 $   175,679  $   149,188
                                                        ===========  ===========
Net operating income:
    Southern California                                $    55,293  $    38,183
    Northern California                                     31,900       32,946
    Pacific Northwest                                       19,999       21,461
    Other non-segment areas                                  4,313          225
                                                        -----------  -----------
        Total segment net operating income                 111,505       92,815
Interest and other income                                    9,247       18,961
Depreciation and amortization:
    Southern California                                    (15,361)     (10,375)
    Northern California                                     (9,724)      (8,263)
    Pacific Northwest                                       (8,044)      (8,381)
    Other non-segment areas                                 (2,344)        (210)
                                                        -----------  -----------
                                                           (35,473)     (27,229)
Interest:
    Southern California                                    (10,328)      (5,533)
    Northern California                                     (8,397)      (8,480)
    Pacific Northwest                                       (3,082)      (4,566)
    Other non-segment areas                                (10,051)      (7,483)
                                                        -----------  -----------
                                                           (31,858)     (26,062)
Amortization of deferred financing costs                      (825)        (442)
General and administrative                                  (5,208)      (4,747)
                                                        -----------  -----------
        Income from continuing operations before
          minority interests and discontinued
          operations                                   $    47,388  $    53,296
                                                        ===========  ===========`

`September 30,  December 31,
                                                           2003         2002
                                                        -----------  -----------
Assets:
  Net real estate assets:
    Southern California                                $   692,255  $   700,877
    Northern California                                    364,561      293,541
    Pacific Northwest                                      245,698      251,252
    Other non-segment areas                                 74,536       78,465
                                                        -----------  -----------
        Total net real estate assets                     1,377,050    1,324,135
  Other non-segment assets                                 282,031      295,599
                                                        -----------  -----------
        Total assets                                   $ 1,659,081  $ 1,619,734
                                                        ===========  ===========`

17

---



(6)	Net Income Per Unit

`Three Months Ended                Three Months Ended
                                                 September 30, 2003                September 30, 2002
                                          --------------------------------  --------------------------------
                                                      Weighted      Per                 Weighted      Per
                                                       Average      Unit                 Average      Unit
                                           Income       Units      Amount    Income       Units      Amount
                                          ---------  -----------  --------  ---------  -----------  --------
Basic - Net Income:                      $  10,252   23,395,719  $   0.44  $  11,971   20,585,968  $   0.58
                                                                  ========                          ========



  Effect of Dilutive Securities:
    Stock options (1)                           --      195,506                   --      163,243
    Vested series Z incentive units             --       56,000                   --           --
                                          ---------  -----------            ---------  -----------
                                                --      251,506                   --      163,243
                                          ---------  -----------            ---------  -----------
Diluted - Net Income:                    $  10,252   23,647,225  $   0.43  $  11,971   20,749,211  $   0.58
                                          =========               ========  =========               ========






                                                 Nine Months Ended                 Nine Months Ended
                                                September 30, 2003                September 30, 2002
                                          --------------------------------  --------------------------------
                                                      Weighted      Per                 Weighted      Per
                                                       Average      Unit                 Average      Unit
                                           Income       Units      Amount    Income       Units      Amount
                                          ---------  -----------  --------  ---------  -----------  --------
Basic:
  Income from continuing operations
    available to common units            $  33,558   23,323,302  $   1.44  $  39,450   20,723,668  $   1.90
  Income from discontinued operations           --   23,323,302        --      9,304   20,723,668      0.45
                                          ---------               --------  ---------               --------
                                            33,558               $   1.44     48,754               $   2.35
                                                                  ========                          ========
  Effect of Dilutive Securities:
    Stock options (1)                           --      155,975                   --      159,302
    Vested series Z incentive units             --       55,883                   --           --
                                          ---------  -----------            ---------  -----------
                                                --      211,858                   --      159,302
                                          ---------  -----------            ---------  -----------
Diluted:
  Income from continuing operations
    available to common units               33,558   23,535,160  $   1.43     39,450   20,882,970  $   1.88
  Income from discontinued operations           --   23,535,160        --      9,304   20,882,970      0.45
                                          ---------               --------  ---------               --------
                                         $  33,558               $   1.43  $  48,754               $   2.33
                                          =========               ========  =========               ========`

(1)	The following stock options are not included in
the diluted earnings per unit calculation because the exercise price of the
option was greater than the average market price of the common share for the
quarter and, therefore, would be anti-dilutive:

`Three Months Ended       Nine Months Ended
                              September 30,            September 30,
                        ------------------------ ------------------------
                           2003         2002        2003         2002
                        -----------  ----------- ----------- ------------
Number of options           --         75,750        --         75,750
Range of exercise prices    n/a      $50.88-54.25    n/a     $50.88-54.25`

18

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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 and nine months ended September 30, 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 Company is the sole general partner of the Operating Partnership and, as
of September 30, 2003, December 31, 2002 and September 30, 2002, with a 90.1%,
90.0% and 88.7% 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 96% of its
property revenues for the three and nine months ended September 30, 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 to add value through rental
growth and asset appreciation, utilizing the Operating Partnership's
development, redevelopment and asset management capabilities. Currently the Fund
is considered fully invested based on its acquisitions to date and anticipated
development and redevelopment expenditures.  The Fund now expects to utilize
leverage of approximately 61% 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 ownership interests in 17 multifamily residential properties,
representing 4,926 apartment units with an aggregate purchase price of
approximately $500 million, excluding redevelopment expenses, and disposed of
two multifamily residential property, consisting of 530 apartment units at a
gross sales price of approximately $73 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 $107.5 million. As of September 30, 2003, the remaining
commitments to fund these projects is approximately $48.8 million of which
approximately $10.4 million is the Operating Partnership's commitment.  The
132-unit Kelvin Avenue development project in Irvine, California is still in the
process of obtaining entitlements and its estimated total costs have not yet
been finalized and is not included in the numbers above.

Since the Operating Partnership began operations in June 1994, the Operating
Partnership has acquired ownership interests in 105 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, 69 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 21,536 units with total
capitalized acquisition costs of approximately $2,005.2 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 $309.5 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.

19

---



The Operating Partnership (excluding the Fund's development communities) has
ownership interests in and is developing three multifamily residential
communities, with an aggregate of 756 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 $122.2
million. As of September 30, 2003, the remaining commitment to fund these
projects is approximately $26.0 million.

Results of Operations

Comparison of the Three Months Ended September 30, 2003 to the Three
Months Ended September 30, 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 September 30, 2003 and
2002) was 96.0% and 96.1%, for the three months ended September 30, 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 September 30, 2003
and 2002 are as follows:

`Three months ended
                                               September 30,
                                          ----------------------
                                            2003        2002
                                          ---------  -----------
Southern California                           97.0%        96.3%
Northern California                           95.6%        96.8%
Pacific Northwest                             94.8%        94.8%`

20

---



Total Revenues increased by $9,442,000 or 19.4% to $58,237,000 in the
third quarter of 2003 from $48,795,000 in the third 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
                                                  September 30,
                                   Number of   --------------------   Dollar   Percentage
                                  Properties     2003       2002      Change     Change
                                  -----------  ---------  ---------  --------- -----------
Revenues:                                      (Dollars in thousands)
  Property revenues - quarterly
    Quarterly Same Store Properties
      Southern California                 22  $  17,914  $  17,263  $     651         3.8 %
      Northern California                 16     12,189     13,589     (1,400)      (10.3)
      Pacific Northwest                   23     10,032     10,534       (502)       (4.8)
                                  -----------  ---------  ---------  --------- -----------
          Properties                      61     40,135     41,386     (1,251)       (3.0)
  Property revenues - properties
    acquired subsequent to
    June 30, 2002 (1)                            15,120      2,243     12,877       574.1
                                               ---------  ---------  --------- -----------
      Total property revenues                    55,255     43,629     11,626        26.6
Interest and other income                         2,982      5,166     (2,184)      (42.3)
                                               ---------  ---------  --------- -----------
      Total revenues                          $  58,237  $  48,795  $   9,442        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 $9,442,000 net
increase in total revenues was mainly attributable to an increase of $12,877,000
attributable to multifamily properties acquired subsequent to June 30, 2002,
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 $2,184,000 and a
decrease in revenues from the Quarterly Same Store Properties of $1,251,000.
Subsequent to June 30, 2002, the Operating Partnership acquired interests in 21
multifamily properties, two office buildings, five recreational vehicle parks,
two manufactured housing communities and achieved stabilized operations in three
redevelopment communities and one development community (the "Quarterly
Acquisitions Properties").

Interest and other income decreased by $2,184,000 or 42.3% to $2,982,000 in
the third quarter of 2003 from $5,166,000 in the third quarter of 2002. The
decrease primarily relates to the repayment of notes receivable which resulted
in a 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
$1,251,000 or 3.0% to $40,135,000 in the third quarter of 2003 from $41,386,000
in the third 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 $1,400,000 or 10.3% to $12,189,000 in the third quarter of 2003 from
$13,589,000 in the third quarter of 2002. The decrease in Northern California is
primarily attributable to rental rate decreases and a decrease in financial
occupancy to 95.6% in the third quarter of 2003 from 96.8% in the third quarter
of 2002. The property revenues of the Quarterly Same Store Properties in the
Pacific Northwest decreased by $502,000 or 4.8% to $10,032,000 in the third
quarter of 2003 from $10,534,000 in the third quarter of 2002. The $502,000
decrease in the Pacific Northwest is primarily attributable to rental rate
decreases. Financial occupancy remained constant at 94.8% in the third quarter
of 2003 as compared to the third quarter of 2002. The 22 Quarterly Same Store
Properties located in Southern California offset the net decrease in total
property revenues from the other Quarterly Same Store Properties. The property
revenues for these properties increased by $651,000 or 3.8% to $17,914,000 in
the third quarter of 2003 from $17,263,000 in the third quarter of 2002. The
$651,000 increase is primarily attributable to rental rate increases and an
increase in financial occupancy to 97.0% in the third quarter of 2003 from 96.3%
in the third quarter of 2002.

21

---



Total Expenses increased by $11,156,000 or approximately 34.6% to
$43,373,000 in the third quarter of 2003 from $32,217,000 in the third quarter
of 2002. This increase was mainly due to an increase in property operating
expenses of $8,867,000 or 40.4% to $30,834,000 in the third quarter of 2003 from
$21,967,000 in the third quarter of 2002. Of such operating expense increase
$9,443,000 was attributable to the Quarterly Acquisition Properties, which was
offset by a small decrease in operating expense attributable to the Quarterly
Same Store Properties. Interest expense increased by of $1,907,000 or 22.1% to
$10,528,000 in the third quarter of 2003 from $8,621,000 in the third quarter of
2002. The increase in interest expense is due to increases in the mortgage notes
payable and line of credit balances.

Net income decreased by $1,719,000 or 10.4% to $14,832,000 in the
third quarter of 2003 from $16,551,000 in the third quarter of 2002. The
decrease in net income is mainly attributable to the factors noted above.

Comparison of the Nine Months Ended September 30, 2003 to the Nine Months
Ended September 30, 2002

Average financial occupancy rates of the Company's multifamily Same Store
Properties (stabilized properties consolidated by the Company for each of the
nine months ended September 30, 2003 and 2002) was 95.6% and 94.4%, for the nine
months ended September 30, 2003 and 2002, respectively.

The regional breakdown of average financial occupancy for the multifamily
Same Store Properties for the nine months ended September 30, 2003 and 2002 are
as follows:

`Nine Months Ended
                                              September 30,
                                          ----------------------
                                            2003        2002
                                          ---------  -----------
Southern California                           96.0%        94.3%
Northern California                           95.6%        95.7%
Pacific Northwest                             94.8%        92.8%`

22

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Total Revenues increased by $26,491,000 or 17.8% to $175,679,000 in
the nine months ended September 30, 2003 from $149,188,000 in the nine months
ended September 30, 2002. The following table sets forth a breakdown of these
revenue amounts, including the revenues attributable to the Same Store
Properties.

`Nine Months Ended
                                                  September 30,
                                   Number of   --------------------   Dollar   Percentage
                                  Properties     2003       2002      Change     Change
                                  -----------  ---------  ---------  --------- -----------
Revenues:                                      (Dollars in thousands)
  Property revenues
  Same Store Properties
    Southern California                   22  $  52,922  $  50,413  $   2,509         5.0 %
    Northern California                   16     38,182     42,165     (3,983)       (9.4)
    Pacific Northwest                     23     30,567     31,747     (1,180)       (3.7)
                                  -----------  ---------  ---------  --------- -----------
          Properties                      61    121,671    124,325     (2,654)       (2.1)
  Property revenues - properties
    acquired subsequent to
    December 31, 2001 (1)                        44,761      5,902     38,859       658.4
                                               ---------  ---------  --------- -----------
      Total property revenues                   166,432    130,227     36,205        27.8
Interest and other income                         9,247     18,961     (9,714)      (51.2)
                                               ---------  ---------  --------- -----------
      Total revenues                          $ 175,679  $ 149,188  $  26,491        17.8 %
                                               =========  =========  ========= ===========`



As set forth in the above table, the $26,491,000 net
increase in total revenues was mainly attributable to an increase of $38,859,000
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 $9,714,000 and a
decrease in revenue from the Same Store Properties of $2,654,000. Subsequent to
December 31, 2001, the Operating Partnership acquired interests in 21
multifamily properties, two office buildings, five recreational vehicle parks,
two manufactured housing communities and achieved stabilized operations in three
redevelopment communities and one development community (the "Acquisitions
Properties").

Interest and other income decreased by $9,714,000 or 51.2% to $9,247,000 in
the nine months ended September 30, 2003 from $18,961,000 in the nine months
ended September 30, 2002. The decrease primarily relates to the repayment or
conversion to non-accrual of notes receivable which resulted in a 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 Same Store Properties decreased by $2,654,000 or
2.1% to $121,671,000 in the nine months ended September 30, 2003 from
$124,325,000 in the nine months ended September 30, 2002. The majority of this
decrease was attributable to the 16 Same Store Properties located in Northern
California and the 23 Same Store Properties located in the Pacific Northwest.
The property revenues of the Same Store Properties in Northern California
decreased by $3,983,000 or 9.4% to $38,182,000 in the nine months ended
September 30, 2003 from $42,165,000 in the nine months ended September 30, 2002.
The decrease in Northern California is primarily attributable to rental rate
decreases and a slight decrease in financial occupancy to 95.6% in the nine
months ended September 30, 2003 from 95.7% in the nine months ended September
30, 2002. The property revenues of the Same Store Properties in the Pacific
Northwest decreased by $1,180,000 or 3.7% to $30,567,000 in the nine months
ended September 30, 2003 from $31,747,000 in the nine months ended September 30,
2002. The $1,180,000 decrease in the Pacific Northwest is primarily attributable
to rental rate decreases offset by an increase in financial occupancy to 94.8%
in the nine months ended September 30, 2003 from 92.8% in the nine months ended
September 30, 2002. The 22 multifamily residential properties located in
Southern California offset the net decrease in total property revenues from the
other Same Store Properties. The property revenues for these properties
increased by $2,509,000 or 5.0% to $52,922,000 in the nine months ended
September 30, 2003 from $50,413,000 in the nine months ended September 30, 2002.
The $2,509,000 increase is primarily attributable to rental rate increases and
an increase in financial occupancy to 96.0% in the nine months ended September
30, 2003 from 94.3% in the nine months ended September 30, 2002.

23

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Total Expenses increased by $32,399,000 or approximately 33.8% to
$128,291,000 in the nine months ended September 30, 2003 from $95,892,000 in the
nine months ended September 30, 2002. This increase was mainly due to an
increase in property operating expenses of $25,759,000 or 39.8% to $90,400,000
in the nine months ended September 30, 2003 from $64,641,000 in the nine months
ended September 30, 2002. Of such operating expense increase $25,256,000 was
attributable to the Acquisition Properties. Interest expense increased by
$5,796,000 or 22.2% to $31,858,000 in the nine months ended September 30, 2003
from $26,062,000 in the nine months ended September 30, 2002. The increase in
interest expense is due to increases in the line of credit balance.

Discontinued operations decreased by $9,304,000 to $0 in the nine
months ended September 30, 2003 from $9,304,000 in the nine months ended
September 30, 2002. This decrease is due to the reduction of gain on sale of
real estate and 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 $15,197,000 or 24.3% to $47,298,000 in the
nine months ended September 30, 2003 from $62,495,000 in nine months ended
September 30, 2002. The decrease in net income is mainly attributable to the
factors noted above.

Liquidity and Capital Resources

At September 30, 2003, the Operating Partnership had $10,400,000 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 $215,000,000. The first line, in the amount of
$185,000,000, 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 September 30, 2003 the Operating Partnership had $132,700,000 outstanding on
this line of credit. In July, 2003 the Operating Partnership expanded this line
from $165,000,000 to $185,000,000. No other material terms of this facility were
revised. 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 September 30,
2003 the Operating Partnership had $30,000,000 outstanding on this line of
credit. The outstanding balance on this line of credit was repaid subsequent to
the end of the quarter. At September 30, 2003, these lines of credit bore
interest rates of approximately 2.3%. 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
$50,000,000. In August, 2003 the Fund reduced this line from $125,000,000 to
$50,000,000. This facility is directly tied to the remaining capital commitments
of certain investors. As of September 30, 2003, the maximum amount available on
this line was approximately $47,568,000. The line bears interest at LIBOR plus
0.875%. As of September 30, 2003, the line had an outstanding balance of
$36,572,000. This line matures in December 2003. The Fund plans on using one or
more of the following sources to repay the outstanding balance at maturity:
working capital, secured mortgage financing, construction financing, calling
undrawn equity commitments, and proceeds from the disposition of properties
which may be sold from time to time. The line provides for debt covenants
relating to limitations on mortgage indebtedness.

24

---



In addition to the Operating Partnership's unsecured lines of credit, the
Operating Partnership had $664,596,000 of secured indebtedness at September 30,
2003. Such indebtedness consisted of $595,024,000 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 $69,572,000 of tax-exempt variable rate
demand bonds with interest rates paid during the nine months ended September 30,
2003 which averaged 3.7% 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%.

The Operating Partnership's unrestricted cash balance increased by $1,838,000
from $8,562,000 as of December 31,2002 to $10,400,000 as of September 30, 2003.
The Operating Partnership generated $73,748,000 in cash from operating
activities, used $58,553,000 cash in investing activities and used $13,357,000
cash in financing activities. The $58,553,000 net cash used in investing
activities was primarily a result of $24,293,000 contributed to investments in
corporations and limited partnerships, $20,119,000 used to fund real estate
under development, $13,090,000 used to upgrade rental properties and $8,337,000
used to fund additions to notes receivables from investees, other related
parties and other receivables. The $13,357,000 net cash used in financing
activities was primarily a result of $66,618,000 of repayments of mortgages and
other notes payable and lines of credit, $50,184,000 of distributions to the
general partner, $15,389,000 of distributions to limited partners offset by
$89,851,000 of proceeds from mortgages and other notes and line of credit and
$24,664,000 contribution of general partner preferred equity.

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 six multifamily residential
projects, with an aggregate of 1,368 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
$229,700,000. As of September 30, 2003, the remaining commitment to fund these
development projects is approximately $74,800,000, of which approximately
$36,400,000 is the Operating Partnership's commitment. The 132-unit Kelvin
Avenue development project in Irvine, California is still in the process of
obtaining entitlements and its estimated total costs have not yet been finalized
and is not included in the numbers above. 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.

The Operating Partnership pays quarterly distributions and the Company pays
quarterly dividends from cash available for distribution. Until it is
distributed, cash available for distribution is invested by the Operating
Partnership primarily in short-term investment grade securities or is used by
the Operating Partnership to reduce balances outstanding under its line of credit.

Essex Apartment Value Fund, L.P. (the "Fund"), is an investment
fund organized by the Operating Partnership in 2001 to add value through rental
growth and asset appreciation, utilizing the Operating Partnership's
development, redevelopment and asset management capabilities. Currently the Fund
is considered fully invested based on its acquisitions to date and anticipated
development and redevelopment expenditures.  The Fund now expects to utilize
leverage of approximately 61% 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.

25

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Financing and equity issuances.  During the third quarter of 2003
and the early part of the fourth quarter of 2003, the Company undertook the
following financing activities and equity issuances.

On July 30, 2003, in connection with the Operating Partnership's acquisition,
by merger, of John M. Sachs, Inc. ("Sachs") that was completed on December
17,2002, and under the terms of the merger agreement, a final analysis was
prepared, which indicated that the actual net liabilities of Sachs were less
than the net liabilities of Sachs estimated to be outstanding as of the merger
date.  Based on the final analysis and as a post-closing adjustment payment
pursuant to the merger agreement, the Operating Partnership made a final payment
of approximately $1,766,000 in cash and issued an additional 35,860 shares
of the Company's common stock to certain of the pre-merger shareholders of Sachs.

On September 23, 2003, the Company issued 1,000,000 shares of its Series F
Cumulative Redeemable Preferred Stock ("Series F Preferred Stock") at
a fixed price of $24.664 per share, a discount from the $25.00 per share
liquidation value of the shares.  The shares do not begin to accrue a dividend
until November 25, 2003 and following that date, will pay quarterly dividends at
an annualized rate of 7.8125% per year of the liquidation value and will be
redeemable by the Company on or after September 23, 2008. The Company will
amortize the original discount in connection with the issuance of these shares
in the fourth quarter of 2003, resulting in a charge of approximately $336,000.
The shares were issued pursuant to the Company's existing shelf registration
statement.  Essex contributed the net proceeds from the Series F Preferred
Stock offering to the Operating Partnership and will receive a preferred
distribution from the Operating Partnership equal to the quarterly dividends on
the Series F Preferred Stock.  The Operating Partnership intends to use the net
proceeds from this sale of Series F Preferred Stock to redeem all of the 9.125%
Series C Cumulative Redeemable Preferred Units (the "Series C Preferred Units")
of the Operating Partnership.   On October 15, 2003, the Operating
Partnership issued a notice of redemption to the holders of Series C Preferred
Units.  The Operating Partnership expects to redeem all outstanding Series
C Preferred Units on November 24, 2003, for a price of $50.00 per unit plus
accrued and unpaid dividends.

On October 6, 2003, the Company sold 1.6 million newly issued shares of
common stock and received offering proceeds (before expenses) of $60.67 per
share, representing a 3.25% discount to the common stock's closing price on
September 30, 2003, the date of the underwriting agreement between the Company
and the underwriter, pursuant to which the shares were sold.  The shares
were issued pursuant to the Company's existing shelf registration
statement.  The net proceeds of the offering of approximately $96,772,000
were contributed to the Operating Partnership in exchange for an increased
general partner interest in the Operating Partnership.  The Operating
Partnership expects to use the net proceeds for the acquisition of multifamily
communities located in the Operating Partnership's targeted West Coast markets
and may also be used for general corporate purposes, including the repayment of
debt and the funding of development activities.

After the Company's equity issuances, the Company has the capacity pursuant
to existing shelf registration statements to issue up to $219,455,250 in equity
securities and the Operating Partnership has the capacity pursuant to such
registration statements to issue up to $250,000,000 of debt
securities.

Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations and other
commitments at September 30, 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         $   1,689  $  48,904  $  83,527  $ 530,476  $ 664,596
Lines of credit                   30,000    132,700         --         --    162,700
Development commitments(1)        36,400         --         --         --     36,400
Redevelopment commitments(2)       3,000         --         --         --      3,000
Essex Apartment Value Fund, L.P.
   capital commitment             15,285         --         --         --     15,285
                                ---------  ---------  ---------  ---------  ---------
                               $  86,374  $ 181,604  $  83,527  $ 530,476  $ 881,981
                                =========  =========  =========  =========  =========`



(2) $712 of these commitments relate to actual contracts as of September 30, 2003

26

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New Accounting Pronouncements Not Yet Adopted

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
ending after December 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. Based on its preliminary
evaluation of the entities considered reasonably possible to be VIEs, the total
assets and liabilities net of intercompany balances of such entities were
estimated at $77,775,000 and $55,603,000 at September 30, 2003.  The Operating
Partnership's estimated maximum exposure to loss would be equal to its
investments in these arrangements, which totaled $22,850,000, as of September
30, 2003.  The disclosures provided reflect management's understanding and
analysis of FIN 46 based upon information currently available.  The evaluation
of the impact of FIN 46 on the Operating Partnership's consolidated financial
statements 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, statements regarding the
Operating Partnership's financing activities and the use of proceeds from such
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, that the terms of any refinancing may not be as favorable as the
terms of existing indebtedness, and that the Operating Partnership will not be
able to complete property acquisitions, as anticipated, for which the proceeds
from recent equity issuances were intended to be used, as well as those risks,
special considerations, and other factors discussed under the caption
"Potential Factors Affecting Future 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.

27

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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, some of which
are concentrated in high-tech sectors, have been and may continue to be in an
economic downturn. The impacts of such downturn 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 Operating Partnership's unit holders. Further, the development and
redevelopment of properties is also subject to the general risks associated with
real estate investments.

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.

28

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Inflation /Deflation

Substantial inflationary or deflationary pressures would likely have a
negative effect on rental rates and property operating expenses. The Operating
Partnership believes it effectively manages its property and other expenses but
understands that substantial annual rates of inflation or deflation could
adversely impact operating results.

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                     $  1,689  $  7,901  $  41,003  $ 20,397  $ 63,130  $   460,904     $ 595,024   $ 576,894
Average interest rate           6.9%      6.9%       6.9%      6.9%      6.9%         6.8%

Variable rate debt
   (In thousands)
Amount                     $ 30,000  $132,700  $      --  $     --  $     --  $    69,572 (1) $ 232,272   $ 232,272
Average interest                2.7%      2.3%        --        --        --          3.7%`

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

The table incorporates only those
exposures that exist as of September 30, 2003; it does not consider those
exposures or positions that could arise after that date. As a result, our
ultimate realized gain or loss, with respect to interest rate fluctuations,
would depend on the exposures that arise during the period, our hedging
strategies at the time, and interest rates.

Item 4: Controls and Procedures

As of September 30, 2003, 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-15 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 were no changes in the Operating Partnership's internal control over
financial reporting, that occurred during the quarter ended September 30, 2003,
that have materially affected, or are reasonably likely to materially affect,
the Operating Partnership's internal control over financial reporting.

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Part II -- Other Information

Item 6: Exhibits and Reports on Form 8-K

1. Exhibits
2. Reports on Form 8-K

None.

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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 PROPERTY TRUST, INC.
                  (Registrant)

November 14, 2003

By: /s/ MARK J. MIKL

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

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