<PAGE>

                                                                     EXHIBIT 3.8
                          ESSEX PROPERTY TRUST, INC.
                          --------------------------

                             ARTICLES SUPPLEMENTARY
                  Reclassifying 500,000 shares of Common Stock
                              as 500,000 shares of
             9 1/8% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK

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

          FIRST:  Pursuant to authority conferred upon the Board of Directors of
          -----                                                                 
the Corporation by Article FIFTH of its Charter (the "Charter") in accordance
with Section 2-105 of the Maryland General Corporation Law (the "MGCL"), the
Board of Directors of the Corporation, at a teleconference meeting held on
November 24, 1998, duly adopted a resolution reclassifying 500,000 authorized
but unissued shares of Common Stock (par value $.0001 per share) as Preferred
Stock (par value $.0001 per share), designating such newly reclassified
Preferred Stock as 9-1/8% Series C Cumulative Redeemable Preferred Stock, the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption as set forth below and authorizing the issuance of
such series of Preferred Stock as set forth below.  Upon any restatement of the
Charter, Sections 1 through 9 of Article THIRD shall become subsection (g) of
Article FIFTH of the Charter.

          SECOND:  The reclassification increases the number of shares
          ------                                                      
classified as 9 1/8% Series C Cumulative Redeemable Preferred Stock from no
shares immediately prior to the reclassification to 500,000 shares immediately
after the reclassification.  The reclassification decreases the number of shares
classified as Common Stock (par value $.0001 per share) from 659,782,178 shares
immediately prior to the reclassification to 659,282,178 shares immediately
after the reclassification.

          THIRD:  Subject in all cases to the provisions of Article EIGHTH of
          -----                                                              
the Charter of the Corporation with respect to Excess Stock, the following is a
description of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of 9 1/8% Series C Cumulative Redeemable Preferred
Stock of the Corporation:

             9 1/8% Series C Cumulative Redeemable Preferred Stock
             -----------------------------------------------------

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

          Of the 659,782,178 authorized shares of Common Stock, 500,000 shares
are reclassified and designated "9 1/8% Series C Cumulative Redeemable Preferred
Stock (par value $.0001 per share)" (the "Series C Preferred Stock").

           Section 2.  Rank.  The Series C Preferred Stock will, with respect to
                       ----                                                     
distributions and rights upon voluntary or involuntary liquidation, winding-up
or dissolution of the Corporation, rank senior to all classes or series of
Common Stock (as defined in the Charter) and 

                                       1
<PAGE>
 
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") and the 7.875%
Series B Cumulative Redeemable Preferred Stock (the "Series B 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 C 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 C Preferred Stock, the
term "Parity Preferred Stock" shall be used to refer to the Series A Preferred
Stock, the Series B Preferred Stock and any other class or series of equity
securities of the Corporation now or hereafter authorized, issued or outstanding
expressly designated by the Corporation to rank on a parity with Series C
Preferred Stock with respect to distributions and rights upon voluntary or
involuntary liquidation, winding-up or dissolution of the Corporation.

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

           (a)  Payment of Distributions. Subject to the rights of holders of
                ------------------------   
Parity Preferred Stock as to the payment of distributions, holders of Series C
Preferred Stock will be entitled to receive, when, as and if declared by the
Corporation, out of funds legally available for the payment of distributions,
cumulative preferential cash distributions at the rate per annum of 9 1/8% of
the $50.00 liquidation preference per share of Series C Preferred Stock. Such
distributions shall be cumulative, shall accrue from the original date of
issuance and will be payable quarterly in arrears (such quarterly periods, for
purposes of payment and accrual shall be the quarterly periods ending on the
dates specified in this sentence and not calendar quarters), on 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 on the basis of the actual number of days
elapsed in such a 30-day month. If any date on which distributions are to be
made on the Series C 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 C Preferred Stock will be made to the
holders of record of the Series C Preferred Stock on the relevant record dates,
which, unless otherwise provided by the Corporation 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 C Preferred
Stock shall also continue to accrue all accrued and unpaid distributions to the
exchange date on any Series C Preferred Unit (as defined in the Third Amendment
to First Amended and Restated Agreement of Limited Partnership of Essex
Portfolio, L.P., dated as of November 24, 1998 (the "Third Amendment")) validly
exchanged into such share of Series C Preferred Stock in accordance with the
provisions of such Third Amendment.

                                       2
<PAGE>
 
          The term "Business Day" shall mean each day, other than a Saturday or
a Sunday, which is not a day on which banking institutions in New York, New York
are authorized or required by law, regulation or executive order to close.

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

          (c)  Distributions Cumulative. Notwithstanding the foregoing,
               ------------------------ 
distributions on the Series C 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 C 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 C 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 C Preferred Stock as provided in this Section 3 (such Common Stock or
other junior 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 C Preferred Stock, any Parity
Preferred Stock with respect to distributions or any Junior Stock, unless, in
each case, all distributions accumulated on all Series C 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 C 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 C Preferred Stock, all distributions authorized and declared on the
Series C 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
C Preferred Stock and such other classes or series of Parity Preferred Stock
shall in all cases bear to 

                                       3
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each other the same ratio that accrued distributions per share on the Series C
Preferred Stock and such other classes or series of Parity Preferred Stock
(which shall not include any accumulation in respect of unpaid distributions for
prior distribution periods if such class or series of Parity Preferred Stock do
not have cumulative distribution rights) bear to each other.

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

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

           (a)  Payment of Liquidating Distributions. Subject to the rights of
                ------------------------------------
holders of Parity Preferred Stock with respect to rights upon any voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation, the
holders of Series C 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 C 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 $50 per share of Series C 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 C 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 C Preferred Stock and such Parity
Preferred Stock shall be made so that the payments on the Series C Preferred
Stock and such Parity Preferred Stock shall in all cases bear to each other the
same ratio that the respective rights of the Series C 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 C
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 C
Preferred Stock will have no right or claim to any of the remaining assets of
the Corporation.

           (d)  Consolidation, Merger or Certain Other Transactions. 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 

                                       4
<PAGE>
 
effectuation by the Corporation of a transaction or series of related
transactions in which more than 50% of the voting power of the Corporation is
disposed of shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Corporation.

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

           (a)  Right of Optional Redemption. The Series C Preferred Stock may
                ----------------------------
not be redeemed prior to November 24, 2003. On or after such date, subject to
the terms and conditions of any Parity Preferred Stock, the Corporation shall
have the right to redeem the Series C 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 $50 per share
of Series C Preferred Stock plus accumulated and unpaid distributions to the
date of redemption. If fewer than all of the outstanding shares of Series C
Preferred Stock are to be redeemed, the shares of Series C 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 C Preferred Stock will also be subject to the provisions of Article
EIGHTH of the Charter pursuant to which Series C 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 C Preferred Stock
(other than the portion thereof consisting of accumulated but unpaid
distributions) will be payable solely out of the sale proceeds of capital stock
of the Corporation and from no other source. For purposes of the preceding
sentence, "capital stock" means any equity securities (including Common Stock
and Preferred Stock of the Corporation and units of partnership interest of
Essex Portfolio, L.P., as to which the Corporation is the general partner),
shares, participation or other ownership interests (however designated) and any
rights (other than debt securities convertible into or exchangeable for equity
securities) or options to purchase any of the foregoing.

                (ii)  The Corporation may not redeem fewer than all of the
outstanding shares of Series C Preferred Stock unless all accumulated and unpaid
distributions have been paid on all Series C 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 C 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 C 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 C 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 C Preferred Stock at the close of business on
such Distribution Record Date shall be entitled to the
distributions payable on such shares on the 

                                       5
<PAGE>
 
corresponding Distribution Payment Date notwithstanding the redemption of such
shares before the Distribution Payment Date.

           (d)  Procedures for Redemption.
                ------------------------- 

                  (i)   Notice of redemption will be (i) faxed, and (ii) mailed
by the Corporation, postage prepaid, not less than 30 nor more than 60 days
prior to the redemption date, addressed to the respective holders of record of
the Series C 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 C 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 C 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 C Preferred Stock to be redeemed, (iv) the place or places where such
shares of Series C Preferred Stock are to be surrendered for payment of the
redemption price, (v) that distributions on the Series C 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 C Preferred Stock. If fewer
than all of the shares of Series C 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 C Preferred Stock held by such holder to be redeemed.


                  (ii)   If the Corporation gives a notice of redemption in
respect of Series C 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 C 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 C Preferred
Stock upon surrender of the Series C 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 C Preferred
Stock or portions thereof called for redemption, unless the Corporation defaults
in the payment thereof. If any date fixed for redemption of Series C 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 C Preferred Stock is improperly withheld or refused and not paid by the
Corporation, distributions on such Series C 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.

                                       6
<PAGE>
 
         (e)  Status of Redeemed Stock. Any Series C 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.

         Section 6.  Voting Rights.
                     ------------- 

         (a)  General. Holders of the Series C 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 C 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 C 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 C
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 C 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 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 C Preferred Stock
shall have been paid in full or irrevocably set aside for payment in full, the
holders of the Series C 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 C 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

                                       7
<PAGE>
 
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 C Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting separately as a single class with all
other classes or series of Parity Preferred Stock upon which like voting rights
have been conferred and are exercisable). The Preferred Stock Directors shall
each be entitled to one vote per director on any matter.

         (c)  Certain Voting Rights. (i) While any shares of the Series C
              ---------------------
Preferred Stock are outstanding, the Corporation shall not, without the
affirmative of the holders of at least two-thirds (2/3) of the Series C
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 C Preferred Stock with respect to payment of distributions and 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 C 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 C
Preferred Stock with respect to payment of distributions or 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. While any shares of the Series C 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 C 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 C
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 C Preferred
Stock other preferred stock having substantially the same terms and same rights
as the Series C 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 C 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 C Preferred Stock.

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

         Section 8.  No Conversion Rights. The holders of the Series C 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,

                                       8
<PAGE>
 
         Section 9.  No Sinking Fund. No sinking fund shall be established for
                     ---------------
the retirement or redemption of Series C Preferred Stock.

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

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

          SIXTH:  The undersigned 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.

                                       9
<PAGE>
 
          IN WITNESS WHEREOF, these Articles Supplementary are executed on
behalf of the Corporation by its President and attested by its Assistant
Secretary this ____ day of November, 1998.



                              ESSEX PROPERTY TRUST, INC.



                              By:
                                  --------------------------- 
                                  Keith R. Guericke
                                  President



[SEAL]

Attest:



______________________________
Michael J. Schall
Executive Vice President,
Chief Financial Officer and
Assistant Secretary


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


                              By:
                                  ---------------------------------
                                  Keith R. Guericke
                                  President

                                       10