Exhibit 10.36

NINTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P.

THIS NINTH AMENDMENT TO FIRST AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P., AS AMENDED (asamended, the "**Partnership Agreement"), dated as ofJanuary 8, 2004 (this "**Amendment"), is executed by EssexProperty Trust, Inc. a Maryland corporation (the"**Company"), as the General Partner and on behalf of theexisting Limited Partners of Essex Portfolio, L.P., a California limitedpartnership (the "**Partnership"), Belmar RealtyCorporation, a Delaware corporation ("**Belmar"), BelroseRealty Corporation, a Delaware corporation ("**Belrose"),Belport Realty Corporation, a Delaware corporation("**Belport"), and Belshire Realty Corporation, a DelawareCorporation ("**Belshire," and each of Belmar, Belrose,Belport and Belshire a "**Series B Preferred Partner" andcollectively, the "**Series B Preferred Partners").Capitalized terms used herein but not defined herein shall have the definitionsascribed to such terms in the Partnership Agreement.**W I T N E S S E T H:
WHEREAS, the Partnership and the Series B Preferred Partnersdesire to amend certain terms of the Series B Preferred Units (as defined in thePartnership Agreement) from and after the date hereof;

WHEREAS, the Series B Preferred Units were established bythat certain First Amendment to the First Amended and Restated Agreement ofLimited Partnership of Essex Portfolio, L.P. (the "**FirstAmendment"), dated as of February 6, 1998 and that certain SecondAmendment to the First Amended and Restated Agreement of Limited Partnership ofEssex Portfolio, L.P. (the "**Second Amendment"), dated asof April 20, 1998; and
WHEREAS, the signatories hereto desire to cause the ArticlesSupplementary attached hereto as Exhibit A (the "**ArticlesSupplementary"; the Partnership Agreement and the ArticlesSupplementary, collectively, the "**Amended Documents"),which reclassify the Company's 7.875% Series B Cumulative Redeemable PreferredStock as Series B Cumulative Redeemable Preferred Stock (the "**SeriesB Preferred Stock"), to be filed with the State Department ofAssessments and Taxation of Maryland (the "**SDAT"), asset forth herein.
NOW, THEREFORE, in consideration of the foregoing, of themutual promises set forth herein, and of other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto, intending to be legally bound, agree to continue the Partnership andamend the Amended Documents as follows:

Partnership Agreement
.  The Partnership Agreementis hereby amended as follows:

The definition of "Series B Preferred Stock" inthe First Amendment is hereby amended to read as follows: ""Series BPreferred Stock" shall mean the preferred stock of the General Partnerdescribed in Article FIRST of the Articles Supplementary reclassifying theGeneral Partner's 7.875% Series B Cumulative Redeemable Preferred Stock asSeries B Cumulative Redeemable Preferred Stock to be filed with the SDAT on orbefore January 20, 2004."

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The definition of "Series B Preferred Stock" inSection 1 of Exhibit N to the Partnership Agreement is hereby amended bydeleting the term "7.875%" therein.

Section 2(F)(i) of Exhibit N to the Partnership Agreementis hereby amended by deleting the phrase "February 6, 2003" from thefirst sentence therein and inserting the phrase "December 31, 2009" inlieu thereof.

Section 2(F)(ii) of Exhibit N to the PartnershipAgreement is hereby amended by deleting the first sentence of such Section,which states: "[e]xcept in connection with a liquidation, dissolution,winding-up or termination of the Partnership as described under"Liquidation" above, the Redemption Price of the Series B PreferredUnits (other than the portion thereof consisting of accumulated but unpaiddistributions) will be payable solely out of the sale proceeds of capital stockof the Company, which will be contributed by the Company to the Partnership asan additional capital contribution, or out of the sale proceeds of limitedpartner interests of the Partnership and no other source."  The followingsentence shall be inserted in lieu of such deleted sentence:  "TheRedemption Price of Series B Preferred Units may be payable from any source offunds."

Section 2(F) of Exhibit N to the Partnership Agreement ishereby amended by adding the following new subsection (vi) thereto:

"(vi)  Notwithstanding any provision herein to thecontrary, so long as any Series B Preferred Units remain outstanding, in theevent of the occurrence of a Covered Transaction (defined below), thePartnership shall redeem, on the date such Covered Transaction is completed oroccurs, all of the Series B Preferred Units outstanding at the Redemption Price,payable in cash, if redemption of the Series B Preferred Units was elected inwriting by the holders of not less than a majority of the then outstandingSeries B Preferred Units in accordance with this Section 2(F)(vi).  ThePartnership shall give written notice of a Covered Transaction to each of therespective holders of record of the Series B Preferred Units, at theirrespective addresses as they appear on the transfer records of the Partnership,not less than thirty (30) days prior to the completion or occurrence of aCovered Transaction.  Such notice shall not set forth any non-public informationconcerning such Covered Transaction.  Each of the holders of record of theSeries B Preferred Units shall have until 5:00 p.m. (PST) on the fifteenth(15th) day following receipt of such notice from the Partnership, to give thePartnership notice of such holder's election that the Series B Preferred Unitsbe redeemed.  Notwithstanding any provision herein to the contrary, with respectto a Covered Transaction that arises under clause (c) of the definition ofCovered Transaction set forth below, in the event that the Company so fails toqualify as a real estate investment trust for any reason other than anaffirmative election by the Company not to qualify, (a) the Partnership shallgive notice of the occurrence of a Covered Transaction to each of the holders ofrecord of the Series B Preferred Units within 15 days of discovery of suchfailure to qualify, (b) each of the holders of record of the Series B PreferredUnits shall have until 5:00 p.m. (PST) on the fifteenth (15th) day followingreceipt of such notice from the Partnership, to give the Partnership notice ofsuch holder's election that the Series B Preferred Units be redeemed and (c) ifthe holders of not less than a majority of the then outstanding Series BPreferred Units have elected to have the Series B Preferred Units redeemed, theSeries B Preferred Units shall be redeemed on a date not later than 45 daysfollowing the date of discovery of the Company's failure to qualify.

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	The procedures set forth in Section 2(F)(iii) shall applyto a redemption pursuant to this Section 2(F)(vi).  On or before the date ofredemption, the Partnership shall give notice of redemption to the respectiveholders of record of the Series D Preferred Units, at their respective addressesas they appear on the transfer records of the Partnership; and, the provisionsof Section 2(F)(v), other than the first sentence thereof, shall apply to suchnotice of redemption.

	For purposes of this Section 2(F)(vi), the term"**Covered Transaction" shall mean (a) the Company'scompletion of a "Rule 13e-3 transaction" (as defined in Rule 13e-3under the Securities Exchange Act of 1934, as amended (the "**ExchangeAct")) in which, as a result of such transaction, the Company'scommon stock is no longer registered under Section 12 of the Exchange Act,except that this clause (a) shall not apply to any involuntary delisting of theCompany's common stock from the New York Stock Exchange or any nationalsecurities exchange (as defined in the Exchange Act), (b) the completion of anytransaction or series of transactions that would result in a ReorganizationEvent (defined below) of the Company or the Partnership or (c) the Company'sfailure (or election not) to qualify as a real estate investment trust asdefined in Section 856 (or any successor section) of the Internal Revenue Codeof 1986, as amended, except where such failure arises in connection with theconsolidation or merger or other business combination of the Company into anycorporation, trust or entity in which the Company is not the surviving entityand the surviving entity qualifies as a real estate investment trust.
For purposes of this Section 2(F)(vi), the term"**Reorganization Event" shall mean (x) any sale or otherdisposition of all or substantially all of the assets of the Partnership or theCompany, as the case may be, to an entity that is not an Affiliate of theCompany; or (y) any consolidation, amalgamation, merger, business combination,share exchange, reorganization or similar transaction involving the Partnershipor the Company, as the case may be, pursuant to which the Partners of thePartnership or the stockholders of the Company, as the case may be, immediatelyprior to the consummation of such transaction will own less than a majority ofthe equity interests in the entity surviving such transaction; provided,however, a Reorganization Event shall not include any transactioncontemplated by clauses (x) or (y) of this definition if the surviving entityhas unsecured debt outstanding which is rated at least the lowest credit ratinglevel established as investment grade by at least two of Standard & Poor's,Moody's Investor Service and Fitch Ratings (it being understood that as of thedate of this Amendment the lowest investment grade rating of Standard &Poor's is BBB-, the lowest investment grade rating of Moody's is Baa3 and thelowest investment grade rating of Fitch Ratings is BBB-) and such rating hasbeen reaffirmed in light of the contemplated transaction."
Section 2(G)(i) of Exhibit N to the Partnership Agreementis hereby amended by deleting the phrase "tenth anniversary of the IssueDate" from the first and second sentences therein and inserting the phrase"January 1, 2014" in lieu thereof.

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Except as amended by the provisions hereof, thePartnership Agreement, as previously amended, shall remain in full force andeffect in accordance with its terms; 
provided
, 
however
, that tothe extent there shall be a conflict between the provisions of the PartnershipAgreement and this Amendment, this Amendment shall prevail.  The PartnershipAgreement, as amended hereby, is hereby ratified, confirmed and reaffirmed bythe undersigned for all purposes and in all respects.  All references in anydocument to the Partnership Agreement shall mean the Partnership Agreement, anamended hereby.

The parties hereto hereby authorize and direct theCompany, and the Company hereby agrees, to file the Articles Supplementary.  Thepreferences, conversion and other rights, voting powers, restrictions,limitations as to dividends and other distributions, qualifications and termsand conditions of redemption of the Series B Preferred Stock, as set forth inthe Articles Supplementary shall be effective as of January 8, 2004.  TheArticles Supplementary shall be filed with the SDAT as soon as reasonablypracticable and in any event no later than January 20, 2004.

The Partnership hereby agrees that the obligations of thePartnership contained in Section 4(d) of that certain Contribution Agreement,dated as of February 6, 1998, by and among Belair, the Partnership and theCompany (the "
First Contribution Agreement") shall beextended through December 31, 2004.  The Partnership and the Company herebyagree, through December 31, 2004, upon request of any Series B Partners, todeliver a certificate to such Series B Partner bringing down the representationand warranties made by the Partnership and the Company in Paragraph 8(d), (e)and (f) of the First Contribution Agreement to a date requested by such Series BPartner to the extent, after due inquiry, the Partnership and the Company canmake such representations and warranties as of such date.  The Partnership andthe Company hereby agree that their respective obligations contained in Section4(d) and 4(i) of that certain Contribution Agreement, dated as of April 20,1998, by and among Belair, the Partnership and the Company (the"**Second Contribution Agreement" and together with FirstContribution Agreement the "**Contribution Agreements")shall be extended through December 31, 2004.
Each of the Series B Preferred Partners makes thefollowing representations and warranties to the Partnership and the Company asof the date hereof:

Such Series B Preferred Partner is duly organized andvalidly existing under the laws of the state of its organization and has beenduly authorized by all necessary and appropriate action to enter into thisAmendment and to consummate the transactions contemplated herein and theindividuals executing this Amendment on behalf of such Series B PreferredPartner have been duly authorized by all necessary and appropriate action onbehalf of such Series B Preferred Partner.  Assuming the due execution anddelivery hereof by the Company and the General Partner, this Amendment is avalid and binding obligation of such Series B Preferred Partner, enforceableagainst such Series B Preferred Partner in accordance with its terms, exceptinsofar as enforceability may be affected by bankruptcy, insolvency or similarlaws affecting creditor's rights generally and the availability of anyparticular equitable remedy.

Neither the execution nor the delivery of this Amendmentnor the consummation of the transactions contemplated herein nor fulfillment ofor compliance with the terms and conditions hereof (a) conflict with orwill result in a breach of any of the terms, conditions or provisions of(i) the articles of incorporation, bylaws or other organizational documentsof such Series B Preferred Partner or (ii) any agreement, order, judgment,decree, arbitration award, statute, regulation or instrument to which suchSeries B Preferred Partner is a party or by which it or its assets are bound, or(b) constitutes or will constitute a breach, violation or default under anyof the foregoing.  No consent or approval, authorization, order, regulation orqualification of any governmental entity or any other person is required for theexecution and delivery of this Amendment and the consummation of thetransactions contemplated hereby by such Series B Preferred Partner.

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The Series B Preferred Partners collectively own all ofthe Preference Units issued pursuant to the Contribution Agreements, the FirstAmendment and the Second Agreement.

Each of the Series B Preferred Partners is an"accredited investor" within the meaning of Regulation D under theSecurities Act and has knowledge and experience in financial and businessmatters such that it is capable of evaluating the merits and risks of enteringinto this Amendment.  In entering into this Amendment, each of the Series BPreferred Partners is relying upon the advice of its own personal, legal and taxadvisors with respect to the tax and other aspects of thisAmendment.

Each of the Partnership and the Company (each an"
Essex Entity") makes the following representations andwarranties to the Series B Preferred Partners as of the date hereof:Such Essex Entity is duly organized and validly existingunder the laws of the state of its organization and has been duly authorized byall necessary and appropriate action to enter into this Amendment and toconsummate the transactions contemplated herein and the individuals executingthis Amendment on behalf of such Essex Entity have been duly authorized by allnecessary and appropriate action on behalf of such Essex Entity.  Assuming thedue execution and delivery hereof by each of the Series B Preferred Partners,this Amendment is a valid and binding obligation of such Essex Entity,enforceable against such Essex Entity in accordance with its terms (except, withrespect to the Company, such enforceability is limited to the terms of Sections1(e) and 1(f) hereof), except insofar as enforceability may be affected bybankruptcy, insolvency or similar laws affecting creditor's rights generally andthe availability of any particular equitable remedy.

Neither the execution nor the delivery of this Amendmentnor the consummation of the transactions contemplated herein nor fulfillment ofor compliance with the terms and conditions hereof (a) conflict with orwill result in a breach of any of the terms, conditions or provisions of(i) the articles of incorporation, bylaws or other organizational documentsof such Essex Entity or (ii) any agreement, order, judgment, decree,arbitration award, statute, regulation or instrument to which such Essex Entityis a party or by which it or its assets are bound, or (b) constitutes orwill constitute a breach, violation or default under any of the foregoing.  Noconsent or approval, authorization, order, regulation or qualification of anygovernmental entity or any other person is required for the execution anddelivery of this Amendment and the consummation of the transactions contemplatedhereby by such Essex Entity.

The parties agree to cooperate with either other ineffectuating the transactions described herein and agree to execute such furtherdocuments and instruments as may reasonably be required to effectuate thetransactions described herein.

This Amendment shall be binding upon and shall inure tothe benefit of the parties hereto, their respective legal representatives,successors and assigns.

This Amendment may be executed in counterparts, all ofwhich together shall constitute one agreement binding on all the parties hereto,notwithstanding that all such parties are not signatories to the original or thesame counterpart.

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IN WITNESS WHEREOF, the parties hereto have executed thisAmendment as of the date first written above.

 

GENERAL PARTNER:

ESSEX PROPERTY TRUST, INC.

 

By:________________________********************************************