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                                                                     Exhibit 4.3

                           ESSEX PROPERTY TRUST, INC.

                          AMENDMENT TO RIGHTS AGREEMENT
                          -----------------------------

     Amendment No. 1 (the "Amendment"), dated as of February 28, 2002 among
Essex Property Trust, Inc. (the "Company"), BankBoston, N.A. ("BankBoston") and
Computershare Investor Services, LLC ("Computershare"), to the Rights Agreement
(the "Rights Agreement") dated as of November 11, 1998 between the Company and
BankBoston.

                               W I T N E S S E T H

     WHEREAS, the Company and BankBoston previously entered into the Rights
Agreement, pursuant to which the BankBoston was appointed to serve as the Rights
Agent under the Rights Agreement; and

     WHEREAS, the Company desires to appoint Computershare as successor Rights
Agent under the Rights Agreement, effective as of February 28, 2002, and as of
such date, BankBoston will be relieved of its duties as Rights Agent under the
Rights Agreement; and

     WHEREAS, in connection with the resignation of BankBoston as Rights Agent
and the appointment of Computershare as successor Rights Agent, the Company,
BankBoston and Computershare desire to amend the Rights Agreement in certain
respects.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

     Section 1. Resignation of Rights Agent. BankBoston hereby resigns as Rights
Agent under the Rights Agreement, effective as of February 28, 2002, and the
Company hereby accepts such resignation.

     Section 2. Appointment of the Successor Rights Agent. The Company hereby
appoints Computershare as successor Rights Agent under the Rights Agreement,
effective as of February 28, 2002, and Computershare hereby accepts such
appointment.

     Section 3. Amendment of Rights Agreement. Effective as of the date of
appointment of Computershare as successor Rights Agent, the Rights Agreement
shall be amended as follows:

     (a) Section 21 of the Rights Agreement is hereby amended by deleting the
sentence that begins on page 44 with "Any successor Rights Agent. . . ." and
ends on page 45 with ". . . an affiliate of a legal business entity described
above in clause (a) of this sentence." and submitting in lieu thereof the
following sentence:

          "Any successor Rights Agent, whether appointed by the Company or by
          such a court, shall be (a) a corporation, limited liability company or
          trust company (or similar form of entity under the laws of any state
          of the United States or a foreign

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          jurisdiction) authorized to conduct business under the laws of the
          United States or any state of the United States, which is authorized
          under such laws to exercise corporate trust, fiduciary or stockholder
          services powers and is subject to supervision or examination by a
          federal or state authority and which has at the time of its
          appointment as Rights Agent a combined capital and surplus of at least
          $10,000,000 or (b) an Affiliate controlled by an entity described in
          clause (a) of this sentence."

     (b) Section 26 of the Rights Agreement is hereby amended by deleting the
address for notice or demand to be given to the Rights Agent therein and
substituting in lieu thereof the following:

          "Computershare Investor Services, LLC
          Two North LaSalle Street
          Chicago, Illinois 60602
          Attention: Keith Bradley

          with a copy to:

          Computershare Investor Services, LLC
          Two North LaSalle Street
          Chicago, Illinois 60602
          Attention:  Steven Rothbloom"

     (c) All references in the Rights Agreement to "BankBoston, N.A." as Rights
Agent shall for all purposes be deemed to refer to "Computershare Investor
Services, LLC."

     Section 4. Continued Effectiveness. Except as amended hereby, the Rights
Agreement shall remain in full force and effect.

     Section 5. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
one and the same instrument.

     Section 6. Except as otherwise expressly provided herein, or unless the
context otherwise requires, all terms used herein have the meanings assigned to
them in the Rights Agreement.

                            [Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year above written.

                                          ESSEX PROPERTY TRUST, INC.


                                          By
                                             -----------------------------------
                                          Its
                                              ----------------------------------

                                          BANKBOSTON, N.A.


                                          By
                                             -----------------------------------
                                          Its
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                                          COMPUTERSHARE INVESTOR
                                          SERVICES, LLC


                                          By
                                             -----------------------------------
                                          Its
                                              ----------------------------------