Exhibit 3.5








AMENDED
AND RESTATED BYLAWS OF ESSEX


AMENDED
AND RESTATED





BYLAWS





OF





ESSEX
PROPERTY TRUST, INC.








a
Maryland corporation











as
of July 1, 1996








ARTICLE
      I 1
              PAGESECTION
      I.1  Annual Meetings
              1SECTION
      I.2  Special Meetings
              1SECTION
      I.3  Place of Meetings
              1SECTION
      I.4  Notice of Meetings; Waiver of Notice
              1SECTION
      I.5  Quorum; Voting
              2SECTION
      I.6  Adjournments
              2SECTION
      I.7  General Right to Vote; Proxies
              2SECTION
      I.8  List of Stockholders
              2SECTION
      I.9  Conduct of Business and Voting
              2SECTION
      I.10 Informal Action by Stockholders
              3SECTION
      I.11 Annual Meetings and Stockholder Proposals
              3SECTION
      I.12 Business at Special Meetings of Stockholders
              4ARTICLE
      II 4SECTION
      II.1  Function of Directors
              5SECTION
      II.2  Number of Directors
              5SECTION
      II.3  Election and Tenure of Directors
              5SECTION
      II.4  Removal of Director
              5SECTION
      II.5  Vacancy on Board
              5SECTION
      II.6  Regular Meetings
              6SECTION
      II.7  Special Meetings
              6SECTION
      II.8  Notice of Meeting
              6SECTION
      II.9  Action by Directors
              6SECTION
      II.10 Meeting by Conference Telephone
              7SECTION
      II.11 Compensation
              7SECTION
      II.12 Advisory Directors
              7ARTICLE
      III 7SECTION
      III.1Committees
              7SECTION
      III.2Committee Procedure
              7ARTICLE
      IV 8SECTION
      IV.1 Executive and Other Officers
              8SECTION
      IV.2 Chairman of the Board
              8SECTION
      IV.4 Vice-Presidents
              8SECTION
      IV.3 President
              9SECTION
      IV.5 Secretary
              9SECTION
      IV.6 Treasurer
              9SECTION
      IV.7 Assistant and Subordinate Officers
              10SECTION
      IV.8 Election, Tenure and Removal of Officers
              10SECTION
      IV.9 Compensation
              10ARTICLE
      V 10SECTION
      V.1  Conferring Divisional Titles
              10SECTION
      V.2  Effect of Divisional Titles
              10ARTICLE
      VI 11SECTION
      VI.1 Certificates for Stock
              11SECTION
      VI.2 Transfers
              11SECTION
      VI.3 Record Dates and Closing of Transfer Books
              11SECTION
      VI.4 Stock Ledger
              11
  SECTION
      VI.5 Certification of Beneficial Owners
              11SECTION
      VI.6 Replacement Stock Certificates
              12SECTION
      VI.7 Exemption from Control Share Acquisition Statute
              12ARTICLE
      VII 12SECTION
      VII.1 Checks, Drafts, Etc
              12SECTION
      VII.2 Annual Statement of Affairs
              12SECTION
      VII.3 Fiscal Year
              12SECTION
      VII.4 Dividends and Other Distributions
              13SECTION
      VII.5 Contracts
              13ARTICLE
      VIII 13SECTION
      VIII.1 Books and Records
              13SECTION
      VIII.2 Corporate Seal
              13SECTION
      VIII.3 Bonds
              13SECTION
      VIII.4 Voting upon Shares in Other Corporations
              13SECTION
      VIII.5 Execution of Documents
              14SECTION
      VIII.6 Amendments
              14ARTICLE
      IX
              14


AMENDED
AND RESTATED





ESSEX
PROPERTY TRUST, INC. BYLAWS





as
of July 1, 1996





ARTICLE
I.





STOCKHOLDERS





SECTION
1.1   Annual Meetings. The Corporation shall hold an annual
meeting of its stockholders to elect directors and transact any other business
within its powers, either at 10:00 a.m. on the last Thursday of May in each year
if not a legal holiday, or at such other time on such other day falling on or
before the 30th day thereafter as shall be set by the Board of Directors. Except
as otherwise permitted by applicable law, any business may be considered at an
annual meeting without the purpose of the meeting having been specified in the
notice. Failure to hold an annual meeting does not invalidate the
Corporation's


existence
or affect any otherwise valid corporate acts.





SECTION
1.2   Special Meetings. The Chairman of the Board, the President
or a majority of the Board of Directors may call special meetings of the
stockholders. Special meetings of stockholders shall also be called by the
Secretary of the Corporation upon the written request of the holders of shares entitled
to cast not less than 25% of all the votes entitled to be cast at such meeting.
Such request shall state the purpose of such meeting and the matters proposed to
be acted on at such meeting. The Secretary shall inform such stockholders of the
reasonably estimated cost of preparing and mailing notice of the meeting and,
upon payment to the Corporation of such costs, the Secretary shall give notice
to each stockholder entitled to notice of the meeting. Unless requested by
stockholders entitled to cast a majority of all the votes entitled to be cast at
such meeting, a special meeting need not be called to consider any matter which
is substantially the same as a matter voted on at any special meeting of the
stockholders held during the preceding twelve months.





SECTION
1.3   Place of Meetings. Meetings of stockholders shall be held
at such place in the United States as is set from time to time by the Board of
Directors.





SECTION
1.4   Notice of Meetings; Waiver of Notice. Not less than 10 nor
more than 90 days before each stockholders' meeting, the Secretary shall give
written notice of the meeting to each stockholder entitled to vote at the
meeting and each other stockholder entitled to notice of the meeting. The notice shall
state the time and place of the meeting and, if the meeting is a special meeting
or notice of the purpose is required by statute, the purpose of the meeting.
Notice is given to a stockholder when it is personally delivered to him, left at
his residence or usual place of business, or mailed to him at his address as it
appears on the records of the Corporation. Notwithstanding the foregoing
provisions, each person who is entitled to notice waives notice if he before or
after the meeting signs a waiver of the notice which is filed with the records
of stockholders' meetings, or is present at the meeting in person or by proxy.





SECTION
1.5   Quorum; Voting. Unless statute or the charter of the
Corporation (the "Charter") provides otherwise, at a meeting of stockholders the
presence in person or by proxy of stockholders entitled to cast a majority of
all the votes entitled to be cast at the meeting constitutes a quorum, and a majority
of all the votes cast at a meeting at which a quorum is present is sufficient to
approve any matter which properly comes before the meeting, except that a
plurality of all the votes cast at a meeting at which a quorum is present is
sufficient to elect a director.





SECTION
1.6   Adjournments. Whether or not a quorum is present, a meeting
of stockholders convened on the date for which it was called may be adjourned
from time to time without further notice to a date not more than 120 days after
the original record date.  Any business which might have been transacted
at the meeting as originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum shall be present.





SECTION
1.7   General Right to Vote; Proxies. Unless the Charter provides
for a greater or lesser number of votes per share or limits or denies voting
rights, each outstanding share of stock, regardless of class, is entitled to one
vote on each matter submitted to a vote at a meeting of stockholders. In all
elections for directors, each share of stock may be voted for as many
individuals as there are directors to be elected and for whose election the
share is entitled to be voted. A stockholder may vote the stock he owns of record
either in person or by written proxy signed by the stockholder or by his duly
authorized attorney in fact. Unless a proxy provides otherwise, it is not valid
more than 11 months after its date.





SECTION
1.8   List of Stockholders. At each meeting of stockholders, a
true and complete list of all stockholders entitled to vote at such meeting,
showing the number and class of shares held by each and certified by the
transfer agent for such class or by the Secretary, shall be furnished by the
Secretary.





SECTION
1.9   Conduct of Business and Voting. At all meetings of
stockholders, unless the voting is conducted by inspectors, the proxies and
ballots shall be received, and all questions touching the qualification of
voters and the validity of proxies, the acceptance or rejection of votes and
procedures for the conduct of business not otherwise specified by these Bylaws,
the Charter or law, shall be decided or determined by the chairman of the
meeting. If demanded by stockholders, present in person or by proxy, entitled to
cast at least 10% of all the votes entitled to be cast at the meeting, or if
ordered by the chairman, the vote upon any election or question shall be taken
by ballot and, upon like demand or order, the voting shall be conducted by two
inspectors, in which event the proxies and ballots shall be received, and all questions
touching the qualification of voters and the validity of proxies, the acceptance
or rejection of votes and procedures for the conduct of business not otherwise
specified by these Bylaws, the Charter or law shall be decided, by such
inspectors. Unless so demanded or ordered, no vote need be by ballot and voting
need not be conducted by inspectors. The stockholders at any meeting may choose
an inspector or inspectors to act at such meeting, and in default of such
election the chairman of the meeting may appoint an inspector or inspectors. No
candidate for election as a director at a meeting shall serve as an inspector thereat.





SECTION
1.10  Informal Action by Stockholders. Any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if there is filed with the records of stockholders' meetings a unanimous
written consent which sets forth the action and is signed by each stockholder
entitled to vote on the matter and a written waiver of any right to dissent
signed by each stockholder entitled to notice of the meeting but not entitled to
vote at it.





SECTION
1.11  Annual Meetings and Stockholder Proposals. Nominations of
individuals for election to the Board of Directors and the proposal of business
to be considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by or at
the direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this Section 1.11, who is entitled to vote at the meeting and
who complied with the notice procedures set forth in this Section
1.11.





For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (iii) of the preceding paragraph of this
Section 1.11, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered to the secretary at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting. For purposes of applying
this minimum to the 1995 annual meeting, the previous year's annual meeting
shall be deemed to have taken place on May 20, 1994; provided that this sentence
shall cease to be a part of the Bylaws after the holding of the 1995 annual
meeting and any adjournment thereof. In the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the tenth day following the day on which public announcement
of the date of such meeting is first made. Such stockholder's notice shall set
forth (i) as to each person whom the stockholder proposes to





nominate
for election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (ii) as to any other
business that the stockholder proposes to being before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and of the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (y) the number of
shares of each class of stock of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.





Notwithstanding
anything in the second sentence of the preceding paragraph of this Section 1.11
to the contrary, in the event that the number of directors to be elected to the
Board of Directors is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased Board of
Directors made by the Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's notice
required by this Section 1.1 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day following on
which such public announcement is first made by the Corporation.





Notwithstanding
the preceding two paragraphs, for nominations of individuals for election as a
"Series 1996A Director(s)" (as defined in Section 2.2), pursuant to clause (iii)
of the first paragraph in this Section 1.11, to be properly brought before a
meeting of stockholders, the holder of "Series 1996A Stock" (as defined in
Section 2.2) shall deliver his or her nomination(s) to the Secretary of the
Corporation at the principal executive offices not less than 60 days nor more
than 120 days prior to the first anniversary of the preceding
year's annual meeting. The Corporation shall promptly notify the holders of
Series 1996A Stock if the date of the annual meeting is advanced by more than 30
days from such anniversary date, and any nomination shall be considered timely
if delivered to the Secretary either within 60 days after receipt of such notice
or not less than 60 days prior to the date of the annual meeting as contained in
such notice.





SECTION
1.12  Business at Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of
meeting.  Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected (i) pursuant to the Corporation's notice of meeting, (ii) by
or at the direction of the Board of Directors or (iii) provided that the Board
of Directors had determined that directors shall be elected at such special
meeting, by any stockholder of the Corporation who is a stockholder of record at
the time of giving of notice provided for in this Section 1.12, who is entitled
to vote at the meeting and who has complied with the notice procedures set forth
in this Section 1.12. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be) for election to such position as specified in the Corporation's notice of
meeting, if the stockholder's notice required by the second paragraph of Section
1.11 shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the 90th day prior to such special meeting and
not later than the close of business on the later of the 60th day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the directors to be elected at such meeting.





Notwithstanding
the preceding paragraph, the procedure for electing one or more Series 1996A
Directors shall be as set forth in Article First, Section 3 of the Articles
Supplementary (Series 1996A Stock) (as defined in Section 2.2).  Each
request for a special meeting of the holders of Series 1996A Stock shall include
the nominees for election as Series 1996A Directors.







ARTICLE
II.





BOARD
OF DIRECTORS





SECTION
2.1  Function of Directors. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors. All
powers of the Corporation may be exercised by or under authority of the Board of
Directors, except as conferred on or reserved to the stockholders by statute or by the
Charter or Bylaws.





SECTION
2.2  Number of Directors. The Corporation shall have at least the
minimum number of directors required by the Maryland General Corporation
Law.  The Corporation shall have a Board of Directors consisting of
eleven directors. Ten of the eleven directors, hereinafter referred to as the
"Common Directors,"
shall be elected by the holders of common stock and the holders of all classes
or series of stock who vote together with the holders of common stock and the
remaining director, hereinafter referred to as the "Series 1996A Director" shall
be elected by the holders of the 8.75% Convertible Preferred Stock, Series 1996A
(the "Series 1996A Stock"), voting separately as a class.  The number
of directors may be increased upon certain events as provided in Article First,
Section 3 of the Articles Supplementary classifying 1,600,000 shares of Common
Stock as shares of 8.75% Convertible Preferred Stock, Series 1996A (or
Article FIFTH, subsection (e) of any restatement of the Charter) (the "Articles
Supplementary (Series 1996A Stock)").  All directors shall be
classified with respect to their respective terms of office as provided in
Section 2.3 and each director shall serve until the expiration of his or her
term and until his or her successor is elected and qualifies.





SECTION
2.3  Election and Tenure of Directors. At the first annual meeting of
stockholders, the directors shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, one class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1995, another class to hold office
initially for a term expiring at the annual meeting of stockholders to be held
in 1996 and another class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1997, with the members of each
class to hold office until their successors are duly elected and qualify. At
each annual meeting of the stockholders, the successors to the class of
directors whose term expires at such meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election and the other directors shall continue in office. If
the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each class as
nearly equal as possible, but in no case shall a decrease in the number of
directors shorten the term of any incumbent director.





SECTION
2.4  Removal of Director. Any director or the entire Board of
Directors may be removed only in accordance with the provisions of the
Charter.





SECTION
2.5  Vacancy on Board. Subject to the rights of the holders of any
class of Preferred Stock then outstanding, newly created directorships resulting
from any increase in the authorized number of directors shall be filled by a
majority of the entire Board of Directors, any vacancies on the Board of
Directors resulting from death, resignation, retirement, disqualification or
other causes, except removal from office, shall be filled by a majority of the
directors then in office, whether or not sufficient to constitute
a quorum, and any vacancies on the Board of Directors resulting from removal
from office shall be filed by a vote of the stockholders or a majority of the
directors then in office, whether or not sufficient to constitute a quorum. A
director so elected by the stockholders shall hold office for the balance of the
term of the removed director. A director so elected by the remaining directors
shall hold office until the next annual meeting of stockholders, at which time
the stockholders shall elect a director to hold office for the balance of the
term then remaining.





SECTION
2.6  Regular Meetings. After each meeting of stockholders at which
directors shall have been elected, the Board of Directors shall meet as soon as
practicable for the purpose of organization and the transaction of other
business. In the event that no other time and place are specified by resolution
of the





Board,
the President or the Chairman, with notice in accordance with Section 2.8, the
Board of Directors shall meet immediately following the close of, and at the
place of, such stockholders' meeting. Any other regular meeting of the Board of
Directors shall be held on such date and at any place as may be designated from
time to time by the Board of Directors.





SECTION
2.7  Special Meetings. Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board or the President or by a
majority of the Board of Directors by vote at a meeting, or in writing with or
without a meeting. A special meeting of the Board of Directors shall be held at
such time and place as may be designated from time to time by the Board of
Directors. In the absence of designation such meeting shall be held at such time
and place as may be designated in the call.





SECTION
2.8  Notice of Meeting. Except as provided in Section 2.6, the
Secretary shall give notice to each director of each regular and special meeting
of the Board of Directors. The notice shall state the time and place of the
meeting. Notice is given to a director when it is delivered personally to him,
left at his residence or usual place of business, or sent by telegraph,
facsimile transmission or telephone, at least 24 hours before the time of the
meeting or, in the alternative, by mail to his address as it shall appear on the records
of the Corporation, at least 72 hours before the time of the
meeting.  Unless the Bylaws or a resolution of the Board of Directors
provides otherwise, the notice need not state the business to be transacted at
or the purposes of any regular or special meeting of the Board of Directors. No
notice of any meeting
of the Board of Directors need be given to any director who is present at the
meeting except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened, or to any director who, in writing executed and filed with
the records of the meeting either before or after the holding thereof, waives
such notice. Any meeting of the Board of Directors, regular or special, may
adjourn from time to time to reconvene at the same or some other place, and no
notice need be given of any such adjourned meeting other than by
announcement.





SECTION
2.9  Action by Directors. Unless statute or the Charter or Bylaws
require a greater proportion, the action of a majority of the directors present
at a meeting at which a quorum is present is the action of the Board of
Directors. A majority of the entire Board of Directors shall constitute a quorum for the
transaction of business. In the absence of a quorum, the directors present by
majority vote and without notice other than by announcement may adjourn the
meeting from time to time until a quorum shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified. Any action
required or permitted to be taken at a meeting of the Board of Directors may be
taken without a meeting, if a unanimous written consent which sets forth the
action is signed by each member of the Board and filed with the minutes of
proceedings of the Board.





SECTION
2.10  Meeting by Conference Telephone. Members of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
constitutes presence in person at a meeting.





SECTION
2.11  Compensation. By resolution of the Board of Directors a fixed
sum and expenses, if any, for attendance at each regular or special meeting of
the Board of Directors or of committees thereof, and other compensation for
their services as such or on committees of the Board of Directors, may be paid
to directors other than directors who are full-time employees of the
Corporation. A director who serves the Corporation in any other capacity also
may receive compensation for such other services, pursuant to a resolution
of the Board of Directors.





SECTION
2.12  Advisory Directors. The Board of Directors may by resolution
appoint advisory directors to the Board, who may also serve as directors
emeriti, and shall receive such compensation and reimbursement as the Board of
Directors shall provide. Advisory directors or directors emeriti shall not have
any right to vote as directors.





ARTICLE
III.





COMMITTEES





SECTION
3.1  Committees. The Board of Directors may appoint from among its
members an Executive Committee and other committees composed of two or more
directors and delegate to these committees any of the powers of the Board of
Directors, except as prohibited by law. Each committee shall include the
director elected by the holders of the Series 1996A Stock pursuant to Section
3(a)(i) of the Articles Supplementary (Series 1996A Stock), upon request by such
director to the Board, unless the rules of any exchange on which the shares of
Common Stock of the Corporation are listed would preclude membership of such
director on such committee, in which case such director shall be permitted
to have
access to all meetings and proceedings of such committee and to review and
retain copies of all documentation presented to the members of such committee
relating to committee business. If the Board of Directors has given general
authorization for the issuance of stock, a committee of the Board, in accordance with a
general formula or method specified by the Board by resolution or by adoption of
a stock option or other plan, may fix the terms of stock subject to
classification or reclassification and the terms on which any stock may be
issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Directors under Sections 2-203 and
2-208 of the Corporations and Associations Article of the Annotated Code of
Maryland.





SECTION
3.2  Committee Procedure. Each committee may fix rules of procedure
for its business. A majority of the members of a committee shall constitute a
quorum for the transaction of business, and the action of a majority of those
present at a meeting at which a quorum is present shall be the action of the
committee. The members of a committee present at any meeting, whether or not
they constitute a quorum, may appoint a director to act in the place of an
absent member. Any action required or permitted to be taken at
a meeting of a committee may be taken without a meeting, if a unanimous written
consent which sets forth the action is signed by each member of the committee
and filed with the minutes of proceedings of the committee.  The
members of a committee may conduct any meeting thereof by conference telephone in
accordance with the provisions of Section 2.10.





ARTICLE
IV.





OFFICERS





SECTION
4.1  Executive and Other Officers. The Corporation shall have a
President, a Secretary, and a Treasurer. It may also have a Chairman of the
Board. The Corporation may also have one or more Vice-Presidents, including
Executive Vice Presidents, as well as one or more assistant officers, and subordinate
officers as may be established by the Board of Directors. A person may hold more
than one office in the Corporation except that no person may serve concurrently
as both President and Vice-President of the Corporation. The Chairman of the
Board shall be a director; the other officers may be directors. The Board of
Directors shall designate who shall serve as chief executive officer and who
shall have general supervision of the business and affairs of the Corporation,
and may designate a chief operating officer, who shall have supervision of the
operations of the Corporation, and a chief financial officer, who,
among other functions, shall have supervision of the finance, treasury and
accounting functions of the Corporation. In the absence of any designation, the
Chairman of the Board, if there be one, shall serve as chief executive officer
and the President, if not the same person, shall serve as chief operating
officer. If the Chairman of the Board and the President are the same person, any
Executive Vice President or Vice President may serve as chief operating
officer.  In the absence of the Chairman of the Board, or if there be
none, the President shall be the chief executive officer and any Executive Vice
President or Vice President may serve as chief operating officer.





SECTION
4.2  Chairman of the Board. The Chairman of the Board, if one be
elected, shall preside at all meetings of the Board of Directors and of the
stockholders at which he shall be present. Unless otherwise provided by
resolution of the Board of Directors, he shall be the chief executive officer of the
Corporation and shall perform the duties customarily performed by chief
executive officers, and may perform any duties of the President. In general, he
shall perform all such duties as are from time to time assigned to him by the
Board of Directors.





SECTION
4.3  President. Unless otherwise provided by resolution of the Board
of Directors, the President, in the absence of the Chairman of the Board, shall
preside at all meetings of the Board of Directors and of the stockholders at
which he shall be present. Unless otherwise provided by resolution of the Board
of Directors, the President shall be the chief operating officer of the
Corporation and shall perform the duties customarily performed by chief
operating officers. He may sign and execute, in the name of the Corporation, all
authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in
which the signing and execution thereof shall have been expressly delegated to
some other officer or agent of the Corporation. In general, he shall perform
such other duties usually performed by a president of a corporation and such
other duties as are from time to time assigned to him by the Board of Directors
or the chief executive officer of the Corporation.





SECTION
4.4  Vice-Presidents. The Vice-President or Vice-Presidents designated
by the Board of Directors of the Corporation as Executive Vice-Presidents, at
the request of the chief executive officer or the President, or in the
President's absence or during his inability to act, shall perform the duties and
exercise the functions of the President, and when so acting shall have the
powers of the President. If there be more than one Executive Vice-President, the
Board of Directors may determine which one or more of the Executive
Vice-Presidents shall perform any of such duties or exercise any of such
functions, or if such determination is not made by the Board of Directors, the
chief executive officer or the President may make such determination; otherwise
any of the Executive Vice-Presidents may perform any of such duties or exercise
any of such functions. If there be no Vice-President or Vice-Presidents
designated as Executive Vice-President, the Vice-President or Vice-Presidents,
at the request of the chief executive officer or the President, or in the
President's absence or during his inability to act, shall perform the duties and exercise
the functions of the President, and when so acting shall have the powers of the
President. If there be more than one Vice-President, the Board of Directors may
determine which one or more of the Vice-Presidents shall perform any of such
duties or exercise any of such functions, or if such determination


is not
made by the Board of Directors, the chief executive officer or the President may
make such determination; otherwise, any of the Vice-Presidents may perform any
of such duties or exercise any of such functions. The Vice-President or
Vice-Presidents, including the Executive Vice-Presidents, shall have such other
powers and perform such other duties, and have such additional descriptive
designations in their titles (if any), as are from time to time assigned to them
by the Board of Directors, the chief executive officer, or the
President.





SECTION
4.5  Secretary. The Secretary shall keep the minutes of the meetings
of the stockholders, of the Board of Directors and of any committees; he shall
see that all notices are duly given in accordance with the provisions of the
Bylaws or as required by law; he shall be custodian of the records of the Corporation;
he may witness any document on behalf of the Corporation, the execution of which
is duly authorized, see that the corporate seal is affixed where such document
is required or desired to be under the Corporation's seal, and, when so affixed,
may attest the same; and, in general, he shall perform all duties
incident to the office of a secretary of a corporation, and such other duties as
are from time to time assigned to him by the Board of Directors, the chief
executive officer, or the President.





SECTION
4.6  Treasurer. The Treasurer shall have charge of and be responsible
for all funds, securities, receipts and disbursements of the Corporation, and
shall deposit, or cause to be deposited, in the name of the Corporation, all
moneys or other valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the Board of Directors;
he shall render to the President and to the Board of Directors, whenever
requested, an account of the financial condition of the Corporation; and, in
general, he shall perform all the duties incident to the office of a treasurer
of a corporation, and such other duties as are from time to time assigned to him
by the Board of Directors, the chief executive officer, or the
President.





SECTION
4.7  Assistant and Subordinate Officers. The assistant and subordinate
officers of the Corporation are all officers below the office of Vice-President,
Secretary, or Treasurer. The assistant or subordinate officers shall have such
duties as are from time to time assigned to them by the Board of Directors,
the chief executive officer, the President or any person designated as their
superior officer by the committee or person electing them.





SECTION
4.8  Election, Tenure and Removal of Officers. The Board of Directors
shall elect the officers. The Board of Directors may from time to time authorize
any committee or officer to appoint assistant and subordinate officers. Election
or appointment of an officer, employee or agent shall not of itself
create contract rights. All officers shall be elected or appointed to hold their
offices, respectively, at the pleasure of the Board. The Board of Directors (or,
as to any assistant or subordinate officer, any committee or officer authorized
by the Board) may remove an officer at any time, if the Board (or any committee
or officer authorized by the Board, as the case may be) in its judgment finds
that the best interests of the Corporation will be served thereby. The removal
of an officer does not prejudice any of his contract rights. The Board of
Directors (or, as to any assistant or subordinate officer, any committee or
officer authorized by the Board) may fill a vacancy which occurs in any office
for the unexpired portion of the term.





SECTION
4.9  Compensation. The Board of Directors shall have power to fix the
salaries and other compensation and remuneration, of whatever kind, of all
officers of the Corporation. No officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the Corporation. The Board
of Directors may authorize any committee or officer, upon whom the power of
appointing assistant and subordinate officers may have been conferred, to fix
the salaries, compensation and remuneration of such assistant and subordinate
officers.





ARTICLE
V.





DIVISIONAL
TITLES





SECTION
5.1  Conferring Divisional Titles. The Board of Directors may from
time to time confer upon any employee of a division of the Corporation the title
of President, Vice-President, Treasurer or Controller of such division or any
other title or titles deemed appropriate, or may authorize the Chairman of the Board
or the President to do so. Any such titles so conferred may be discontinued and
withdrawn at any time by the Board of Directors, or by the Chairman of the Board
or the President if so authorized by the Board of Directors. Any employee of a
division designated by such a divisional title shall have the powers and duties
with respect to such division as shall be prescribed by the Board of Directors,
the Chairman of the Board or the President.





SECTION
5.2  Effect of Divisional Titles. The conferring of divisional titles
shall not create an office of the Corporation under Article IV unless
specifically designated as such by the Board of Directors; but any person who is
an officer of the Corporation may also have a divisional title.





ARTICLE
VI.





STOCK





SECTION
6.1  Certificates for Stock. Except as otherwise proved by statute,
each stockholder is entitled to certificates which represent and certify the
shares of stock he holds in the Corporation. Each stock certificate shall
include on its face the name of the Corporation, the name of the stockholder or
other person to whom it is issued, and the class of stock and number of shares
it represents. Each stock certificate shall be signed by the Chairman of the
Board, the President, or a Vice-President, and countersigned by the
Secretary, an Assistant Secretary, the Treasurer, or an Assistant
Treasurer.  Each certificate may be sealed with the actual corporate
seal or a facsimile of it or in any other form, and the signatures may be either
manual or facsimile signatures. A certificate is valid and may be issued whether
or not an officer who
signed it is still an officer when it is issued.





SECTION
6.2  Transfers. The Board of Directors shall have power and authority
to make such rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates of stock; and may appoint
transfer agents and registrars thereof. The duties of transfer agent and
registrar may be combined.





SECTION
6.3  Record Dates and Closing of Transfer Books. Except as otherwise
provided in Section 1.6, the Board of Directors may set a record date or direct
that the stock transfer books be closed for a stated period for the purpose of
making any proper determination with respect to stockholders, including which
stockholders are entitled to notice of a meeting, vote at a meeting, receive a
dividend or other distribution, or be allotted other rights.  Except
as otherwise provided in Section 1.6, the record date may not be prior to the
close of business on the day the record date is fixed; the record date may not
be more than 90 days before the date on which the action requiring the
determination will be taken; the transfer books may not be closed for a period
longer than 20 days; and, in the case of a meeting of stockholders, the record
date or the closing of the transfer books shall be at least ten days before the
date of the meeting.





SECTION
6.4  Stock Ledger. The Corporation shall maintain a stock ledger which
contains the name and address of each stockholder and the number of shares of
stock of each class which the stockholder holds. The stock ledger may be in
written form or in any other form which can be converted within a reasonable
time into written form for visual inspection. The original or a duplicate of the
stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock, or, if none, at the principal office in the State of Maryland or
the principal executive offices of the Corporation.





SECTION
6.5  Certification of Beneficial Owners. The Board of Directors may
adopt by resolution a procedure by which a stockholder of the Corporation may
certify in writing to the Corporation that any shares of stock registered in the
name of the stockholder are held for the account of a specified person other than the
stockholder. The resolution shall set forth the class of stockholders who may
certify; the purpose for which the certification may be made; the form of
certification and the information to be contained in it; if the certification is
with respect to a record date or closing of the stock transfer books, the time
after the record date or closing of the stock transfer books within which the
certification must be received by the Corporation; and any other provisions with
respect to the procedure which the Board considers necessary or desirable. On
receipt of a certification which complies with the procedure adopted by the
Board in accordance with this Section, the person specified in the certification
is, for the purpose set forth in the certification, the holder of record of the
specified stock in place of the stockholder who makes the
certification.





SECTION
6I.6  Replacement Stock Certificates. The Board of Directors of the
Corporation may determine the conditions for issuing a new stock certificate in
place of one which is alleged to have been lost, stolen, or destroyed, or the
Board of Directors may delegate such power to any officer or officers of the
Corporation. In their discretion, the Board of Directors or such officer or
officers may refuse to issue a new certificate (a) unless the owner of the lost,
stolen or destroyed certificate gives a bond, with sufficient surety, to
indemnify the Corporation against any loss or claim arising as the result of the
issuance of the new certificate or (b) unless a court having jurisdiction in the
premises orders the Corporation to issue a new certificate.





SECTION
6.7  Exemption from Control Share Acquisition Statute. Notwithstanding
any other provisions of the Charter or these Bylaws, Title 3, Subtitle 7 of the
Corporations and Associations Article of the Annotated Code of Maryland (or any
successor statute) shall not apply to any acquisition by any person of
shares of stock of the Corporation. This section may be repealed, in whole or in
part, at any time, whether before or after an acquisition of control shares and,
upon such repeal, may, to the extent provided by any successor bylaw, apply to
any prior or subsequent control share acquisition.


ARTICLE
VII.





FINANCE





SECTION
7.1  Checks, Drafts, Etc. All checks, drafts and orders for the
payment of money, notes and other evidences of indebtedness, issued in the name
of the Corporation, shall, unless otherwise provided by resolution of the Board
of Directors, be signed by the President, a Vice-President or an Assistant
Vice-President and countersigned by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary.





SECTION
7.2  Annual Statement of Affairs. The President or chief accounting
officer shall prepare annually a full and correct statement of the affairs of
the Corporation, to include a balance sheet and a financial statement of
operations for the preceding fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders and, within 20 days after
the meeting, placed on file at the Corporation's principal office.





SECTION
7.3  Fiscal Year. The fiscal year of the Corporation shall be the
twelve calendar months period ending December 31 in each year, unless otherwise
provided by the Board of Directors.





SECTION
7.4  Dividends and Other Distributions. If authorized and declared by
the Board of Directors at any meeting thereof, the Corporation may pay dividends
and other distributions on its shares in cash, property, or in shares of the
stock of the Corporation, unless such dividend or other distribution is contrary
to law or to a restriction contained in the Charter.





SECTION
7.5  Contracts. To the extent permitted by applicable law, and except
as otherwise prescribed by the Charter or these Bylaws with respect to
certificates for shares, the Board of Directors may authorize any officer,
employee, or agent of the Corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.





ARTICLE
VIII.





SUNDRY
PROVISIONS





SECTION
8.1  Books and Records. The Corporation shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of the Corporation may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but may be maintained in
the form of a reproduction. The original or a certified copy of the Bylaws,
including any amendments to them, shall be kept at the principal office of the
Corporation.





SECTION
8.2  Corporate Seal. The Board of Directors shall provide a suitable
seal, bearing the name of the Corporation, which shall be in the charge of the
Secretary. The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof. If the Corporation is required to place its
corporate seal to a document, it is sufficient to meet the requirement of any
law, rule or regulation relating to a corporate seal to place the word "(Seal)"
adjacent to the signature of the person authorized to sign the document on
behalf of the Corporation.





SECTION
8.3  Bonds. The Board of Directors may require any officer, agent or
employee of the Corporation to give a bond to the Corporation, conditioned upon
the faithful discharge of his duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Directors.





SECTION
8.4  Voting upon Shares in Other Corporations. Stock of other
corporations or associations, registered in the name of the Corporation, may be
voted by the President, a Vice-President, or a proxy appointed by either of
them. The Board of Directors, however, may by resolution appoint some other
person to vote such shares, in which case such person shall be entitled to vote
such shares upon the production of a certified copy of such
resolution.





SECTION
8.5  Execution of Documents. A person who holds more than one office
in the Corporation may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.





SECTION
8.6  Amendments. Except as otherwise provided in the Charter
(including the Articles Supplementary (Series 1996A Stock)) or in Section 2.2,
in accordance with the Charter, these Bylaws may be repealed, altered, amended
or rescinded by vote of two-thirds of the Board of Directors at a meeting held
in accordance with the provisions of these Bylaws.





ARTICLE
IX.





INDEMNIFICATION
AND ADVANCE FOR EXPENSES





SECTION
9.1  To the maximum extent permitted by Maryland law in effect from
time to time, the Corporation, without requiring a preliminary determination of
the ultimate entitlement to indemnification, shall indemnify, and shall pay or
reimburse reasonable expenses in advance of final disposition of a proceeding
to, (i) any individual who is a present, former or proposed director or officer
of the Corporation and who is made a party to the proceeding by reason of his
service in that capacity or (ii) any individual who, while a director of the
Corporation and at the request of the Corporation, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a director, officer, partner or trustee of such corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reasons of his service in that
capacity. The Corporation may, with the approval of its Board of Directors,
provide such indemnification and advancement of expenses to a person who served
as a predecessor of the Corporation in any of the capacities described in (i) or
(ii) above and to any employee or agent of the Corporation or a predecessor of
the Corporation. This Article shall not apply to any proceeding brought by a
present or former director or officer.





Neither
the amendment nor repeal of this Article, nor the adoption or amendment of any
other provision of the bylaws or charter of the Corporation inconsistent with
this Article, shall apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.










CERTIFICATE
OF AMENDMENT




OF




THE
BYLAWS




OF




ESSEX
PROPERTY TRUST, INC.




a
Maryland corporation







The
undersigned, Michael J. Schall, hereby certifies that:





1.  He is the
duly elected Secretary of Essex Property Trust, Inc., a Maryland corporation
(the "Company").





2.  Effective
as of December 17, 1996, Section 2.2 of Article II of the Company's Bylaws was
amended in its entirety to read as follows:





"SECTION
2.2   Number of
Directors.  The Corporation shall have at least the minimum
number of directors required by the Maryland General Corporation
Law.  The


Corporation shall
have a Board of Directors consisting of twelve directors.  Eleven of
the twelve directors, hereinafter referred to as the "Common Directors," shall
be


elected by the holders of common stock
and the holders of all classes or series of stock who vote together with the
holders of common stock and the remaining director,


hereinafter referred
to as the "Series 1996A Director" shall be elected by the holders of the 8.75%
Convertible Preferred Stock, Series 1996A (the "Series 1996A Stock"),


voting separately as a
class.  The number of directors may be increased upon certain events
as provided in Article First, Section 3 of the Articles Supplementary


classifying 1,600,000
shares of Common Stock as shares of 8.75% Convertible Preferred Stock, Series
1996A (or Article FIFTH, subsection (e) of any restatement of the


Charter) (the
"Articles Supplementary (Series 1996A Stock)").  All directors shall
be classified with respect to their respective terms of office as provided in
Section 2.3 and


each director shall
serve until the expiration of his or her term and until his or her successor is
elected and qualifies."







IN WITNESS HEREOF,
the undersigned has set his hand hereto this 17/th/ day of December,
1996.








/s/
Michael J. Schall


____________________________


Michael
J. Schall


Secretary











CERTIFICATE
OF AMENDMENT
 
 OF
  AMENDED
AND RESTATED BYLAWS
  OF
  ESSEX
PROPERTY TRUST, INC.,
  a
Maryland corporation
  The
undersigned, being the duly elected, qualified and acting Assistant Secretary of
Essex Property Trust, Inc. (the “Corporation”) does hereby certify, as
follows:
  1.            
Article VI of the Amended and Restated Bylaws of the Corporation was amended at
a meeting of the Board of Directors of the Corporation, duly noticed and held on
December 4, 2007, to read in its entirety as follows:
  ARTICLE
VI.
  STOCK
 
 SECTION
6.1              
Certificates.  The
Corporation may issue some or all of the shares of any or all of the
Corporation's classes or series of stock without certificates if authorized by
the Board of Directors.  In the event that the Corporation issues
shares of stock represented by certificates, such certificates shall be in such
form as prescribed by the Board of Directors or a duly authorized officer, shall
contain the statements and information required by the MGCL and shall be signed
by the officers of the Corporation in the manner permitted by the
MGCL.  In the event that the Corporation issues shares of stock
without certificates, to the extent then required by the MGCL, the Corporation
shall provide to the record holders of such shares a written statement of the
information required by the MGCL to be included on stock
certificates.  There shall be no differences in the rights and
obligations of stockholders based on whether or not their shares are represented
by certificates.  If a class or series of stock is authorized by the
Board of Directors to be issued without certificates, no stockholder shall be
entitled to a certificate or certificates representing any shares of such class
or series of stock held by such stockholder unless otherwise determined by the
Board of Directors and then only upon written request by such stockholder to the
secretary of the Corporation.
 
 SECTION
6.2              
Transfers.  All
transfers of stock shall be made on the books of the Corporation, by the holder
of the shares, in person or by his or her attorney, in such manner as the Board
of Directors or any officer of the Corporation may prescribe and, if such shares
are certificated, upon surrender of certificates duly endorsed.  The
issuance of a new certificate upon the transfer of certificated shares is
subject to the determination of the Board of Directors that such shares shall no
longer be represented by certificates.  Upon the transfer of
uncertificated shares, to the extent then required by the MGCL, the Corporation
shall provide to record holders of such shares a written statement of the
information required by the MGCL to be included on stock
certificates.
 
 The
Corporation shall be entitled to treat the holder of record of any share of
stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of
Maryland.
 
 Notwithstanding
the foregoing, transfers of shares of any class or series of stock will be
subject in all respects to the charter of the Corporation and all of the terms
and conditions contained therein.
 
 SECTION
6.3               Replacement
Certificate.  Any officer of the Corporation may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
destroyed, stolen or mutilated, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost, destroyed, stolen or
mutilated; provided, however, if such shares have ceased to be certificated, no
new certificate shall be issued unless requested in writing by such stockholder
and the Board of Directors has determined such certificates may be
issued.  Unless otherwise determined by an officer of the Corporation,
the owner of such lost, destroyed, stolen or mutilated certificate or
certificates, or his or her legal representative, shall be required, as a
condition precedent to the issuance of a new certificate or certificates, to
give the Corporation a bond in such sums as it may direct as indemnity against
any claim that may be made against the Corporation.
 
 SECTION
6.4               Closing of Transfer Books or
Fixing of Record Date.  The Board of Directors may set, in
advance, a record date for the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or determining stockholders
entitled to receive payment of any dividend or the allotment of any other
rights, or in order to make a determination of stockholders for any other proper
purpose.  Such date, in any case, shall not be prior to the close of
business on the day the record date is fixed and shall be not more than 90 days
and, in the case of a meeting of stockholders, not less than ten days, before
the date on which the meeting or particular action requiring such determination
of stockholders of record is to be held or taken.
 
 In lieu
of fixing a record date, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not longer than 20
days.  If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the date
of such meeting.
 
 If no
record date is fixed and the stock transfer books are not closed for the
determination of stockholders, (a) the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day on which the notice of meeting is mailed
or the 30th day before the meeting, whichever is the closer date to the meeting;
and (b) the record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any other rights shall be the
close of business on the day on which the resolution of the directors, declaring
the dividend or allotment of rights, is adopted.
 
 
  When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof, except when (i) the determination has been made through the
closing of the transfer books and the stated period of closing has expired or
(ii) the meeting is adjourned to a date more than 120 days after the record date
fixed for the original meeting, in either of which case a new record date shall
be determined as set forth herein.
 
 SECTION
6.5               Stock
Ledger.  The Corporation shall maintain at its principal office
or at the office of its counsel, accountants or transfer agent, an original or
duplicate share ledger containing the name and address of each stockholder and
the number of shares of each class held by such stockholder.
 
 SECTION
6.6               Fractional Stock; Issuance
Of Units.  The Board of Directors may issue fractional stock or
provide for the issuance of scrip, all on such terms and under such conditions
as they may determine.  Notwithstanding any other provision of the
charter or these Bylaws, the Board of Directors may issue units consisting of
different securities of the Corporation.  Any security issued in a
unit shall have the same characteristics as any identical securities issued by
the Corporation, except that the Board of Directors may provide that for a
specified period securities of the Corporation issued in such unit may be
transferred on the books of the Corporation only in such unit.
 
 SECTION
6.7               Exemption from Control Share
Acquisition Statute.  Notwithstanding any other provisions of
the Charter or these Bylaws, Title 3, Subtitle 7 of the Corporations and
Associations Article of the Annotated Code of Maryland (or any successor
statute) shall not apply to any acquisition by any person of shares of stock of
the Corporation.  This section may be repealed, in whole or in part,
at any time, whether before or after an acquisition of control shares and, upon
such repeal, may, to the extent provided by any successor bylaw, apply to any
prior or subsequent control share acquisition.
 
 2.            
Except as set forth above, the Amended and Restated Bylaws shall remain in full
force and effect.
  IN
WITNESS WHEREOF, I have hereunto subscribed my name on December 4,
2007.
   /s/Michael T.
      DanceMichael
      T. DanceAssistant
      Secretary, Executive Vice President and
                Chief
      Financial Officer of Essex Property Trust,
Inc.