Exhibit 3.16

ESSEX PROPERTY TRUST, INC.



ARTICLES SUPPLEMENTARY



SERIES B 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, at a meeting held on December 22, 2003, duly adopted a resolution
reclassifying 2,000,000 authorized but unissued shares of the Corporation's
7.875% Series B Cumulative Redeemable Preferred Stock (par value $.0001 per
share) as shares of Series B 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 B CUMULATIVE REDEEMABLE PREFERRED STOCK

Section 1.  Designation and Amount.

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

Section 2.  Rank.

The Series B Preferred Stock shall, with respect to
distributions or rights upon voluntary or involuntary liquidation, winding-up or
dissolution of the Corporation, or both, rank senior to all classes or series of
Common Stock (as defined in the Charter) and to all other 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 91⁄8% Series C Cumulative
Redeemable Preferred Stock (the "Series C Preferred Stock"), the Series D
Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock"), the
9.25% Series E Cumulative Redeemable Preferred Stock (the "Series E Preferred
Stock") and the 7.8125% 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 B Preferred Stock as to
distributions or rights upon voluntary or involuntary liquidation, winding-up or
dissolution of the Corporation, or both.  For purposes of these terms of the
Series B Preferred Stock, the term "Parity Preferred Stock" shall be
used to refer to the Series A Preferred Stock, the Series C Preferred
Stock, the Series D 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 B
Preferred Stock with respect to distributions or rights upon voluntary or
involuntary liquidation, winding-up or dissolution of the Corporation, or both,
as the context may require.

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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 B Preferred Stock as to
the payment of distributions, holders of Series B 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   7.875% of the $50.00 liquidation preference per share of Series B
Preferred Stock.  Such distributions shall be cumulative, shall accrue from the
original date of issuance and will be payable quarterly in arrears, 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 period.  If any date on which
distributions are to be made on the Series B 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 B
Preferred Stock will be made to the holders of record of the Series B
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 B Preferred Stock shall also continue to
accrue all accrued and unpaid distributions to the exchange date on any Series B
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.

(b)		Limitations on Distributions.  No distributions on the
Series B 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.

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(c)		Distributions Cumulative.  Notwithstanding the foregoing,
distributions on the Series B 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 B 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 B 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 as to the payment of
distributions to the Series B Preferred Stock (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 B Preferred Stock, any Parity
Preferred Stock with respect to distributions or any Junior Stock, unless, in
each case, all distributions accumulated on all Series B 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 stock of the
Corporation ranking junior to the Series B Preferred Stock as to
distributions, (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 B
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 so set apart) upon the Series B Preferred Stock,
all distributions authorized and declared on the Series B 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 B 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 B 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 B 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 B
Preferred Stock with respect to rights upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, the holders of
Series B 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 B 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 B 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 B
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 B Preferred Stock and such Parity Preferred
Stock shall be made so that the payments on the Series B 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 B
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 does 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 that 60 days prior
to the payment date stated therein, to each record holder of the Series B
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 B 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 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 B Preferred Stock
may not be redeemed prior to December 31, 2009.  On or after such date, subject to
the terms and conditions of any Parity Preferred Stock or stock ranking senior
to the Series B 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 B 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 B
Preferred Stock plus accumulated and unpaid distributions to the date of
redemption.  If fewer than all of the outstanding shares of Series B
Preferred Stock are to be redeemed, the shares of Series B 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 B Preferred Stock will also be subject to the
provisions of Article EIGHTH of the Charter pursuant to which Series B
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 B 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 B Preferred Stock unless all accumulated and unpaid distributions
have been paid on all Series B 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 B 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 B 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 B 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 B 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 B 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 B 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 B
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 B Preferred Stock to be redeemed,
(iv) the place or places where such shares of Series B Preferred Stock
are to be surrendered for payment of the redemption price, (v) that
distributions on the Series B 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 B Preferred Stock.  If fewer than
all of the shares of Series B 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 B Preferred Stock held by such holder to be redeemed.

(ii)	If the Corporation gives a notice of redemption in respect of
Series B 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 B 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 B Preferred Stock upon surrender
of such Series B 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 B Preferred Stock or portions
thereof called for redemption, unless the Corporation defaults in the payment
thereof.  If any date fixed for redemption of Series B 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 B
Preferred Stock is improperly withheld or refused and not paid by the
Corporation, distributions on such Series B 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 B 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 B Preferred Stock will not have
any voting rights, except as set forth below.

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(b)  Right to Elect Directors. If at any time full distributions shall
not have been made on any Series B 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 B 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 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 B 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 B Preferred
Stock and each such class or series of Parity Preferred Stock have been paid in
full.  If and when all accumulated distributions and the distribution for the
current distribution period on the Series B Preferred Stock shall have been
paid in full or set aside for payment in full, the holders of the Series B
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 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 B
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 B 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 B
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 B 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 B 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 B 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 B 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 B 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 B 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 B 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 B Preferred Stock other
preferred stock having substantially the same terms and same rights as the
Series B 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 B 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 B Preferred Stock.

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

Section 8.  No Conversion Rights. The holders of the Series B
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 B Preferred Stock.

SECOND:	The Series B 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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