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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-K/A
                               Amendment No. 2

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
    EXCHANGE ACT OF 1934
                 For the fiscal year ended DECEMBER 31, 1997

                                      or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
            For the transition period from _________ to __________

                       Commission File Number:  1-13115

                        EQUITY OFFICE PROPERTIES TRUST
            (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                                       <C>
                        MARYLAND                                                      36-4151656
(State or other jurisdiction of incorporation or organization)            (I.R.S. Employer Identification No.)
                TWO NORTH RIVERSIDE PLAZA,                                               60606
               SUITE 2200, CHICAGO, ILLINOIS                                           (Zip Code)
         (Address of principal executive offices)
</TABLE>

                                (312) 466-3300
             (Registrant's telephone number, including area code)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


<TABLE>
<CAPTION>
           Title of each class              Name of each exchange on which registered
           -------------------              -----------------------------------------
<S>                                         <C>
  Common Shares of Beneficial Interest,              New York Stock Exchange
$.01 par value per share ("Common Shares")

   8.98% Series A Cumulative Redeemable              New York Stock Exchange
 Preferred Shares of Beneficial Interest,
         $.01 par value per share
</TABLE>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                    (None)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (of for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days. [X]  Yes   [ ]  No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.              [ ]




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     The aggregate market value of the Common Shares held by non-affiliates of
the registrant as of March 25, 1998 was $7,544,940,330.

     On March 25, 1998, 250,346,176 of the registrant's Common Shares were
outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's annual report to shareholders for the year
ended December 31, 1997 are incorporated by reference into Part II.  Portions
of the registrant's proxy statement for the annual shareholders' meeting to be
held in 1998 are incorporated by reference into Part III.

     On July 6, 1998, Equity Office Properties Trust (the "Company") hereby
amends its Annual Report on Form 10-K for the year ended December 31, 1997 to
include a Restated Financial Data Schedule for the nine months ended September
30, 1997 as a result of the Company's adoption of Statement of Financial
Accounting Standards No. 128 "Earnings Per Share".

                                   PART IV


ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K


     (a)(3) Exhibits:
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   -----------------------------------------------------------------------------
   Exhibit No.  Description
   -----------------------------------------------------------------------------
      27.2      Restated Financial Data Schedule for the nine months ended 
                September 30, 1997
   -----------------------------------------------------------------------------














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                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Chicago, Illinois, as of the 6th day of July, 1998.

                                        Equity Office Properties Trust         
                                                                               
                                                                               
                                 By:    /s/  Timothy H. Callahan               
                                     ------------------------------------------
                                             Timothy H. Callahan               
                                        President and Chief Executive Officer  














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