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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A
Amendment No. 1 to (Mark One) ý
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004
 or o
    
    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: 1-13625 EOP OPERATING LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter)
 Delaware
    
    36-4156801(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)Two North Riverside Plaza,Suite 2100, Chicago, Illinois
    
    60606(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code(312) 466-3300
Securities registered pursuant to Section 12(b) of the Act: Title of each class
    
    Name of each exchange on which registered4.750% Notes due March 15, 2014
    
    New York Stock Exchange, Inc.
 Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest (Units) 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 (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x No o 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. x Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes x No o The aggregate market value of the Units held by non-affiliates of the registrant as of June
30, 2004 (the last business day of the registrants most recently completed second fiscal quarter)
was approximately $1.3 billion based on the market value on that date of the Common Shares of
Equity Office Properties Trust into which Units are exchangeable. On January 31, 2005, 451,245,856 Units were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Equity Office Properties Trusts proxy statement for the annual shareholders
meeting to be held in 2005 are incorporated by reference into Part III. Equity Office Properties
Trust expects to file its proxy statement within 120 days after December 31, 2004.




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Explanatory Note This Amendment No. 1 on Form 10-K/A to EOP Operating Limited Partnerships (EOP Partnership)
Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the Original Filing),
which was filed with the Securities and Exchange Commission on March 16, 2005, is being filed
solely to amend the cover page of the Original Filing. The cover page of the Original Filing
inadvertently indicated that EOP Partnership had no securities registered pursuant to Section 12(b)
or Section 12(g) of the Securities Exchange Act of 1934 (the Act). In fact EOP Partnerships
units of limited partnership interest have been registered pursuant to Section 12(g) of the Act
since November 18, 1997, and EOP Partnerships Annual Reports on Form 10-K for prior fiscal years
had reflected that registration. In addition, EOP Partnership registered its 4.750% Notes due
March 15, 2014 under Section 12(b) of the Act on June 9, 2004. Except for the amendments described above, this Form 10-K/A does not modify or update other
disclosures in, or exhibits to, the Original Filing.




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. EOP Operating Limited PartnershipMay 4, 2005By:
    Equity Office Properties Trustits general partnerBy:
    /s/ Stanley M. StevensStanley M. StevensExecutive Vice President, Chief
Legal Counsel
and Secretary




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EXHIBIT INDEX Exhibit No.
    
    Description
    
    Location31.1
    
    Rule 13a-14(a)/15d-14(a) Certifications
    
    Filed herewith32.1
    
    Section 1350 Certifications
    

    Filed herewith