Exhibit 14.1




CODE
OF BUSINESS CONDUCT AND ETHICS
 Overview
  This Code
of Business Conduct and Ethics applies to the Company’s employees, officers and
directors. (References to “employees” in this Code include all employees and
officers of the Company.)
  The
Company conducts business in compliance with all applicable laws and
regulations. It is critical that employees and directors observe these laws and
regulations while conducting business on the Company’s behalf. The Company also
promotes and expects ethical behavior in all employees. Any employee who has
doubt about the best course of action in a particular situation should talk to a
supervisor, manager or Human Resources for guidance.
  Conflicts of Interest;
Corporate Opportunities
  Employees
and directors are expected to avoid situations that create an actual or
potential conflict. A conflict of interest exists when one’s loyalties or
actions are divided between the Company’s interests and those of another such as
a competitor, supplier, or customer. Employees and directors must avoid any
activity, agreement, business investment or interest that could be in conflict
with the Company’s interests or could interfere with their duty and ability to
serve the Company as well as possible.
  Employees
and directors are prohibited from (a) taking for themselves personal
opportunities that are discovered through the use of corporate property,
information or position, (b) using corporate property, information, or position
for personal gain and (c) competing with the Company. Employees and directors
owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises. The Company has also developed, and publicly
disclosed, certain guidelines for potentially competitive activities by its
non-employee directors. Non-employee directors who have questions about such
guidelines should contact the President of the Company.
  Situations
of actual or potential conflict of interest are to be avoided by all employees.
Personal, financial or romantic involvement with a competitor, client, supplier,
resident or subordinate employee of the Company, which impairs an employee’s
ability to exercise good judgment on behalf of the Company, creates a conflict
of interest. Supervisor-subordinate romantic or personal relationships also can
lead to supervisory problems, possible claims of sexual harassment and morale
problems.
  An
employee involved in any of the types of relationships or situations described
in this policy should immediately and fully disclose the relevant circumstances
to his/her immediate supervisor, or any other appropriate supervisor, for a
determination as to whether a potential or actual conflict exists. Employees
unsure as to whether a certain transaction, activity, or relationship
constitutes a conflict of interest should discuss it with their immediate
supervisor for clarification. If an actual or potential conflict is determined,
the Company will take appropriate corrective action. Failure to adhere to this
policy, including the failure to disclose any actual or potential conflict of
interest shall constitute grounds for disciplinary action, up to and including
termination of employment.
  While
employed by the Company, employees are expected to devote their energies to
their jobs with the Company. For this reason, outside employment is strongly
discouraged. Prohibited forms of outside employment include, but are not limited
to:
  1.
Employment that conflicts with an employee’s work schedule, duties and
responsibilities at Essex;
  2.
Employment that creates an actual conflict of interest with the employee’s
employment at Essex;
  3.
              Employment
      that impairs or has a detrimental effect on the employee’s work
      performance at Essex;
  4.
              Employment
      that requires the employee to conduct work-related activities on Essex’s
      property during working hours or the use of Essex’s facilities
      and/or  equipment; or
  5.
Employment that directly or indirectly competes with the business of the
Company.
  Employees
who wish to engage in outside employment must submit a written request to the
Company explaining the details of the outside employment. If the outside
employment is authorized, the Company assumes no responsibility for the outside
employment. The Company shall not provide workers’ compensation coverage or any
other benefit
 
 for
injuries occurring from or arising out of the outside employment. Authorization
to engage in outside employment can be revoked at any time.
  Confidentiality
  Each
employee and director is responsible for safeguarding information considered
proprietary or confidential by the Company. Proprietary information includes all
information relating in any manner to the business of the Company and its
affiliates, consultants, customers, clients, and business associates produced or
obtained by Company employees and directors during the course of their work. All
proprietary information that is not known generally to the public or the
industry, or is known only through improper means, is confidential information.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to the Company or its customers, if
disclosed.
  In the
course of your work, you may have access to proprietary or confidential
information regarding the Company, its clients, its operations, its suppliers or
even co-workers. In addition, Federal Securities Laws generally prohibit the
private dissemination of material non-public information. It is your
responsibility not to use or divulge any such proprietary or confidential
information unless it is necessary for you to do so in the performance of your
duties. Access to confidential information should be on a “need-to-know” basis
and must be authorized by your supervisor.
  These
obligations remain even after an employee’s employment relationship or a
director’s directorship with the Company ends. On termination of such employment
or directorship, whether voluntarily or involuntary, all Company documents,
computer records, and other tangible Company property in the employee’s
possession or control, or in the director’s possession or control, must be
returned to the Company. Any breach of this policy will not be tolerated and
will be considered grounds for discipline, up to and including
termination.
  Quality and
Fairness
  Employees
must pursue quality in every service provided by the Company and endeavor to
earn the trust of our customers. It is important for employees to deliver what
they have promised. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practice.
  Company Business
Accounts/Company Assets
  Company
business accounts are to be used for business purposes only. Any employee who is
found to have used Company business accounts for personal use will be subject to
disciplinary action, up to and including termination. Theft, carelessness and
waste have a direct impact on the Company’s profitability. All Company assets
should be used for legitimate business purposes. Personal use of Company assets
can subject employees to disciplinary action, up to and including
termination.
  Inside
Information
  No
employee or director of the Company may trade in the Company’s securities (i.e.,
buy or sell shares of the Company’s common stock on public stock exchanges) if
he or she has knowledge of material information concerning the Company, which
has not been disseminated to the investing public. In general, this will require
such persons to wait for at least forty-eight (48) hours after public release of
information by the Company. The Company also has a separate trading window
policy that applies to directors and certain officers of the
Company.
  Antifraud
Policy
  The
Company maintains high standards for financial reporting to its shareholders and
other users of its financial and public statements. Every employee has a duty to
adhere to these standards. The Company encourages the reporting of information
regarding any suspected improper accounting, false or misleading public
statements, securities fraud, or other similar misconduct taken by Company
employees. The Company will thoroughly and promptly investigate all such claims
and, if necessary, take appropriate corrective action.
  Company
employees who have information regarding such misconduct should immediately
report this information to their manager or supervisor or the Director of Human
Resources. An employee is not required to report to his or her manager or
supervisor if the employee believes that person is involved in the suspected or
actual misconduct, but should instead report to the Director of Human Resources.
Any supervisor or manager who receives a report of  
 suspected
misconduct under this policy, or who observes such conduct, should immediately
inform the Director of Human Resources. The Company will investigate all reports
of suspected securities fraud, improper accounting or other similar misconduct,
and will handle the investigation in as confidential a manner as possible
consistent with a full and proper investigation. If any fraud, accounting
impropriety or misconduct is established, the Company will take appropriate
corrective action, which may include, among other things, disciplinary action
against the employees involved, up to and including termination of
employment.
  The
Company will not tolerate retaliation against an employee who comes forward with
a good faith report of suspected securities fraud, improper accounting or other
similar misconduct, or an employee who participates in any investigation of such
a report. Employees who believe they have been subjected to retaliation as a
result of reporting or participating in an investigation of such misconduct
should report their concerns to the Director of Human Resources. Retaliation
toward any employee who reports any suspected misconduct under this policy, or
who participates in any investigation of such reports, will result in
disciplinary action up to and including termination of employment.
  Procedure For Submitting
Confidential Complaints
  Employees
may submit complaints, concerns and information regarding suspected improper
accounting, false or misleading public statements, securities fraud or other
similar misconduct taken by Company employees or its agents directly to the
General Counsel. All such submissions regarding suspected improper accounting,
false or misleading public statements, securities fraud or other similar
misconduct may be made on an
anonymous basisand shall be treated as confidential by the General
Counsel. Employees may forward complaints to the General Counsel:
  By
mail:     Jordan
Ritter, General Counsel
 C/o Essex Property Trust,
Inc.
 925 E. Meadow Drive
 Palo Alto, CA 94303
  By
email:  Jritter@essexpropertytrust.com
  By
voicemail at: 650-494-3700
   When
submitting a complaint, employees are asked to provide the General Counsel with
as much detailed information as possible. Providing detailed, rather than
general, information will greatly assist the General Counsel in effectively
investigating complaints. This is particularly important where an employee
submits a complaint on an anonymous basis, as the General Counsel will be unable
to contact the reporting employee with requests for additional information or
clarification. Depending on the nature of the complaint, the General Counsel may
report the complaint directly to the audit committee of the board of directors
or to appropriate personnel within the Company.
  Violations and Waivers of
this Code
  Any
waiver of this Code of Business Conduct and Ethics for executive officers or
directors may be made only by the board of directors, or a committee thereof,
and must be promptly disclosed to shareholders. All other waivers may be granted
only by Human Resources. Employees should report any violations of this policy
or the Company’s Code of Business Conduct and Ethics, or any violations of laws,
rules or regulations to Human Resources. The Company will investigate any such
reports, and take appropriate corrective action, if warranted. Retaliation
against an employee who reports violations of such conduct in good faith will
not be tolerated. Changes in this Code may only be made by the Board of
Directors and must be promptly disclosed to shareholders.