Exhibit 3.17

ESSEX PROPERTY TRUST, INC.

ARTICLES SUPPLEMENTARY



SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK

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

FIRST:  Pursuant to authority conferred upon
the Board of Directors of the Corporation by Article FIFTH of its Charter (the
"Charter") and in accordance with Section 2-105 of the Maryland
General Corporation Law (the "MGCL"), the Board of Directors of the
Corporation (the "Board"), at a teleconference meeting held on
December 22, 2003, duly adopted a resolution reclassifying 2,000,000 authorized
but unissued shares of the Corporation's 9.30% Series D Cumulative Redeemable
Preferred Stock (par value $.0001 per share) as shares of Series D Cumulative
Redeemable Preferred Stock (par value $.0001 per share), with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of
redemption as set forth below, which upon any restatement of the Charter, shall
become part of Article FIFTH of the Charter with any appropriate changes in
enumeration or lettering of any section or subsection thereof.



SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK

Section 1.  Designation and Amount.

A series of preferred stock of the Corporation, designated as
"Series D Cumulative Redeemable Preferred Stock (par value $.0001 per
share)" (the "Series D Preferred Stock") is hereby established.
The number of shares constituting such series shall be 2,000,000.

Section 2.  Rank.

The Series D Preferred Stock shall, with
respect to distributions and rights upon voluntary or involuntary liquidation,
winding-up or dissolution of the Corporation, rank senior to all classes or
series of Common Stock (as defined in the Charter) and to all classes or series
of equity securities of the Corporation now or hereafter authorized, issued or
outstanding, other than the 8.75% Convertible Preferred Stock, Series 1996A (the
"Series A Preferred Stock"), the Series B Cumulative Redeemable
Preferred Stock (the "Series B Preferred Stock"), the 91⁄8% Series
C Cumulative Redeemable Preferred Stock (the "Series C Preferred
Stock"), the 9.25% Series E Cumulative Redeemable Preferred Stock (the
"Series E Preferred Stock") and the 7.1825% Series F Cumulative
Redeemable Preferred Stock (the "Series F Preferred Stock") with which
it shall be on a parity and any other class or series of equity securities of
the Corporation expressly designated as ranking on a parity with or senior to
the Series D Preferred Stock as to distributions and rights upon voluntary or
involuntary liquidation, winding-up or dissolution of the Corporation.  For
purposes of these terms of the Series D Preferred Stock, the term "Parity
Preferred Stock" shall be used to refer to the Series A Preferred Stock,
the Series B Preferred Stock, the Series C Preferred Stock, the Series E
Preferred Stock, the Series F Preferred Stock and any other class or series of
equity securities of the Corporation now or hereafter authorized, issued or
outstanding expressly designated by the Corporation to rank on a parity with the
Series D Preferred Stock with respect to distributions and rights upon voluntary
or involuntary liquidation, winding up or dissolution of the Corporation.

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Section 3.  Distributions.

(a)		Payment of Distributions.Subject to the rights of
holders of Parity Preferred Stock or stock ranking senior to the Series D
Preferred Stock as to the payment of distributions, holders of Series D
Preferred Stock will be entitled to receive, when, as and if authorized by the
Board of Directors and declared by the Corporation, out of funds legally
available for the payment of distributions, cumulative preferential cash
distributions at the rate per annum of 9.30% of the $25.00 liquidation
preference per share of Series D Preferred Stock to and including July 27, 2004
and at the rate per annum of 7.875% of such liquidation preference thereafter.
Such distributions shall be cumulative, shall accrue from the original date of
issuance and will be payable quarterly in arrears (such quarterly periods, for
purposes of payment and accrual shall be the quarterly periods ending on the
dates specified in this sentence and not calendar quarters), on or before the
15th of February, May, August and November of each year (each a "Preferred
Stock Distribution Payment Date"), commencing in each case on the first
Preferred Stock Distribution Payment Date after the original date of issuance.
The amount of the distribution payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months and for any period shorter than
a full quarterly period for which distributions are computed, the amount of the
distribution payable will be computed based on the ratio of the actual number of
days elapsed in such a period to ninety (90) days.  If any date on which
distributions are to be made on the Series D Preferred Stock is not a Business
Day (as defined herein), then payment of the distribution to be made on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date.  Distributions on the Series D Preferred Stock
will be made to the holders of record of the Series D Preferred Stock on the
relevant record dates, which, unless otherwise provided by the Corporation (as a
date not more than thirty (30) days prior to the Preferred Stock Distribution
Date) with respect to any distribution, will be 15 Business Days prior to the
relevant Preferred Stock Distribution Payment Date (each a "Distribution
Record Date").  Notwithstanding anything to the contrary set forth herein,
each share of Series D Preferred Stock shall also continue to accrue all accrued
and unpaid distributions to the exchange date on any Series D Preferred Unit (as
defined in the First Amended and Restated Agreement of Limited Partnership of
Essex Portfolio, L.P., dated as of September 30, 1997, as amended (the
"Partnership Agreement"))validly exchanged into such share of
Series B Preferred Stock in accordance with the provisions of such Partnership
Agreement.

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

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

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

(d)		Priority as to Distributions.

(i)		So long as any Series D Preferred Stock is outstanding, no
distribution of cash or other property shall be authorized, declared, paid or
set apart for payment on or with respect to any class or series of Common Stock
or any class or series of other stock of the Corporation ranking junior to the
Series D Preferred Stock as provided in this Section 3 (such Common Stock or
other junior stock, including, without limitation, the Series A Junior
Participating Preferred Stock  collectively, "Junior Stock"), nor
shall any cash or other property be set aside for or applied to the purchase,
redemption or other acquisition for consideration of any Series D Preferred
Stock, any Parity Preferred Stock with respect to distributions or any Junior
Stock, unless, in each case, all distributions accumulated on all Series D
Preferred Stock and all classes and series of outstanding Parity Preferred Stock
as to payment of distributions have been paid in full.  The foregoing sentence
will not prohibit (i) distributions payable solely in Junior Stock, (ii) the
conversion of Junior Stock or Parity Preferred Stock into Junior Stock of the
Corporation, (iii) the redemption, purchase or other acquisition of Junior Stock
made for purposes of and in compliance with requirements of an employee
incentive or benefit plan of the Corporation or any subsidiary of the
Corporation, and (iv) purchase by the Corporation of such Series D Preferred
Stock, Parity Preferred Stock with respect to distributions or Junior Stock
pursuant to Article EIGHTH of the Charter to the extent required to preserve the
Corporation's status as a real estate investment trust.

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

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

Section 4.  Liquidation Preference.

(a)		Payment of Liquidating Distributions.Subject to the rights of
holders of Parity Preferred Stock or stock ranking senior to the
Series D Preferred Stock with respect to rights upon any voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation, the
holders of Series D Preferred Stock shall be entitled to receive out of the
assets of the Corporation legally available for distribution or the proceeds
thereof, after payment or provision for debts and other liabilities of the
Corporation, but before any payment or distributions of the assets shall be made
to holders of Common Stock or any other class or series of shares of the
Corporation that ranks junior to the Series D Preferred Stock as to rights upon
liquidation, dissolution or winding-up of the Corporation, an amount equal to
the sum of (i) a liquidation preference of $25 per share of Series D Preferred
Stock, and (ii) an amount equal to any accumulated and unpaid distributions
thereon to the date of payment.  In the event that, upon such voluntary or
involuntary liquidation, dissolution or winding-up, there are insufficient
assets to permit full payment of liquidating distributions to the holders of
Series D Preferred Stock and any Parity Preferred Stock as to rights upon
liquidation, dissolution or winding-up of the Corporation, all payments of
liquidating distributions on the Series D Preferred Stock and such Parity
Preferred Stock shall be made so that the payments on the Series D Preferred
Stock and such Parity Preferred Stock shall in all cases bear to each other the
same ratio that the respective amounts due to the holders of the Series D
Preferred Stock and such other Parity Preferred Stock (which shall not include
any accumulation in respect of unpaid distributions for prior distribution
periods if such Parity Preferred Stock do not have cumulative distribution
rights) upon liquidation, dissolution or winding-up of the Corporation bear to
each other.

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

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

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

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Section 5.  Optional Redemption.

(a)  Right of Optional Redemption.  The Series D Preferred
Stock may not be redeemed prior to July 28, 2010.  On or after such date,
subject to the terms and conditions of any Parity Preferred Stock or stock
ranking senior to the Series D Preferred Stock as to the payment of
distributions or with respect to rights upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, the Corporation shall
have the right to redeem the Series D Preferred Stock, in whole or in part, at
any time or from time to time, upon not less than 30 nor more than 60 days'
written notice, at a redemption price, payable in cash, equal to $25 per share
of Series D Preferred Stock plus accumulated and unpaid distributions to the
date of redemption.  If fewer than all of the outstanding shares of Series D
Preferred Stock are to be redeemed, the shares of Series D Preferred Stock to be
redeemed shall be selected pro rata (as nearly as practicable without creating
fractional units).  Further, in order to ensure that the Corporation remains a
qualified real estate investment trust for federal income tax purposes, the
Series D Preferred Stock will also be subject to the provisions of Article
EIGHTH of the Charter pursuant to which Series D Preferred Stock owned by a
stockholder in excess of the Ownership Limit (as defined in the Charter) will be
automatically transferred to a Trust (as defined in the Charter) and the
Corporation shall have the right to purchase such, shares, as provided in
Article EIGHTH of the Charter.

(b)  Limitation on Redemption.

(i)	The redemption price of the Series D Preferred Stock may
be paid from any source of funds.

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

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

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(d)  Procedures for Redemption.

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

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

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

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Section 6.  Voting Rights.

(a)  General.  Holders of the Series D Preferred Stock will
not have any voting rights, except as set forth below.

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

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

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

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

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

SECOND:	The Series D Preferred Stock has been classified
and designated by the Board under the authority contained in the Charter.

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

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



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IN WITNESS WHEREOF, these Articles Supplementary are executed on behalf of
the Corporation by its Senior Executive Vice President and attested by its
Secretary this 13th day of January, 2004.

ESSEX PROPERTY TRUST, INC.



By:__________________________________

Michael J. Schall
Senior Executive Vice President

[SEAL]



Attest:

_____________________________
Jordan E. Ritter
Senior Vice President and Secretary

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