##### 



EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements and
related Prospectuses of Equity Office Properties Trust for the registration of:



| |  |  | 25,000,000 common shares of beneficial interest issuable
under the Equity Office Properties Trust Dividend Reinvestment and
Share Purchase Plan (registration statement no. 333-81303);                                                                                                           
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 328,691 common shares of beneficial interest (registration statement no. 333-72922);                                                                                                                                                                                                              
|
| |  |  | 16,784,214 common shares of beneficial interest (registration statement no. 333-57526);                                                                                                                                                                                                           
|
| |  |  | guarantee of $4.0 billion of debt securities and warrants
exercisable for debt securities (registration statement no.
333-58976);                                                                                                                                                                 
|
| |  |  | 9,558,824 common shares of beneficial interest issuable upon
exchange of $325.0 million of senior exchangeable notes of EOP
Operating Limited Partnership (registration statement no.
333-47754-01);                                                                                              
|
| |  |  | 12,398,803 common shares of beneficial interest (registration statement no. 333-35590);                                                                                                                                                                                                           
|
| |  |  | 1,012,623 common shares of beneficial interest (registration statement no. 333-88481);                                                                                                                                                                                                            
|
| |  |  | 21,649,274 common shares of beneficial interest (registration statement no. 333-86079);                                                                                                                                                                                                           
|
| |  |  | 137,427 common shares of beneficial interest (registration statement no. 333-69619);                                                                                                                                                                                                              
|
| |  |  | 6,854,451 common shares of beneficial interest (registration statement no. 333-62213);                                                                                                                                                                                                            
|
| |  |  | 8,205,059 common shares of beneficial shares of beneficial
interest (registration statement no. 333-40401-01);                                                                                                                                                                                    
|
| |  |  | 20,210,129 common shares of beneficial interest (registration
statement no. 333-59069);                                                                                                                                                                                                           
|
| |  |  | 6,000,000 5.25% Series B convertible, cumulative preferred
shares of beneficial interest and 8,403,360 common shares of
beneficial interest issuable upon conversion of the 5.25% Series B
convertible, cumulative preferred shares of beneficial interest
(registration statement no. 333-61105);
|
| |  |  | $1.5 billion of common shares of beneficial interest,
preferred shares of beneficial interest, common share warrants and
preferred share warrants (registration statement no. 333-58729);                                                                                                         
|
| |  |  | 1,628,009 common shares of beneficial interest (registration
statement no. 333-58687);                                                                                                                                                                                                            
|
| |  |  | the Registration Statements relating to 3,124,774 common
shares of beneficial interest issuable under Stock Option Agreements
under the Spieker Properties, Inc 1993 Stock Incentive Plan and
Directors Stock Option Plan (registration statement no. 333-64604);                                
|
| |  |  | 3,681,212 common shares of beneficial interest issuable under
the 1995 and 1997 stock option agreements, stock option agreements
under the Cornerstone 1998 long-term incentive plan and Cornerstone
director stock option agreements (registration statement no.
333-39920);                     
|
| |  |  | 8,449,434 common shares of beneficial interest issuable under
the Amended and Restated 1997 Share Option and Share Award Plan
(registration statement no. 333-72205);                                                                                                                             
|
| |  |  | 2,000,000 common shares of beneficial interest issuable under
the Equity Office Properties Trust 1997 Non-Qualified Employee Share
Purchase Plan (registration statement no. 333-72187);                                                                                                          
|
| |  |  | 4,749,095 common shares of beneficial interest issuable under
the Beacon Properties Corporation 1994 Stock Option and Incentive
Plan and 1996 Stock Option Plan (registration statement no.
333-42393);                                                                                           
|
| |  |  | 2,000,000 common shares of beneficial interest issuable under
the Equity Office Properties Trust 1997 Non-Qualified Employee Share
Purchase Plan (registration statement no. 333-33503); and                                                                                                      
|
| |  |  | 11,121,786 common shares of beneficial interest issuable
under the Amended and Restated 1997 Share Option and Share Award
Plan (registration statement no. 333-33501),                                                                                                                            

of our report dated February 5, 2003, except for Note 26, as to which the date
is March 13, 2003 with respect to the consolidated financial statements of
Equity Office Properties Trust included in the Form 10-K for the fiscal year
ended December 31, 2002. We also consent to the reference to our firm under the
caption Selected Financial Data in the Form 10-K for the year ended December
31, 2002 of Equity Office Properties Trust.



| | /s/ Ernst & Young LLP
Ernst & Young LLP
| | ---------------------------------------

Chicago, Illinois
March 26, 2003