---

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FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended MARCH 31, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission
File Number: 0-24920

ERP OPERATING LIMITED PARTNERSHIP(Exact Name of Registrant as Specified in Its Charter)

|Illinois(State or Other Jurisdiction of Incorporation or Organization) |  | 36-3894853(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------- |  | ----------------------------------------------

|                                                                                     |  |                
|------------------------------------------------------------------------------------ |  | ---------------
|Two North Riverside Plaza, Chicago, Illinois(Address of Principal Executive Offices) |  | 60606(Zip Code)

(312) 474-1300(Registrant's Telephone Number, Including Area Code)

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 ý No o

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ERP OPERATING LIMITED PARTNERSHIP  CONSOLIDATED BALANCE SHEETS  (Amounts in thousands)  (Unaudited)

|                                                           |                                                 | March 31,
2002                                  |                                         | December 31,
2001 |           
|---------------------------------------------------------- | ----------------------------------------------- | ----------------------------------------------- | --------------------------------------- | ----------------- | ----------
|ASSETS                                                     |                                                 |                                                 |                                         |                   |           
|Investment in real estate                                  |                                                 |                                                 |                                         |                   |           
|                                                           | Land                                            |                                                 | $                                       | 1,844,098         |           
|                                                           | Depreciable property                            |                                                 |                                         | 11,135,057        |           
|                                                           | Construction in progress                        |                                                 |                                         | 104,158           |           
|                                                           |                                                 |                                                 |                                         |                   |           
|                                                           |                                                 |                                                 | 13,083,313                              |                   |           
|                                                           | Accumulated depreciation                        |                                                 |                                         | (1,831,277        | )         
|                                                           |                                                 |                                                 |                                         |                   |           
|Investment in real estate, net of accumulated depreciation |                                                 |                                                 | 11,252,036                              |                   |           
|Real estate held for disposition                           |                                                 |                                                 | 3,505                                   |                   |           
|Cash and cash equivalents                                  |                                                 |                                                 | 249,762                                 |                   |           
|Investments in unconsolidated entities                     |                                                 |                                                 | 396,733                                 |                   |           
|Rents receivable                                           |                                                 |                                                 | 1,355                                   |                   |           
|Deposits  restricted                                      |                                                 |                                                 | 210,496                                 |                   |           
|Escrow deposits  mortgage                                 |                                                 |                                                 | 72,595                                  |                   |           
|Deferred financing costs, net                              |                                                 |                                                 | 28,563                                  |                   |           
|Rental furniture, net                                      |                                                 |                                                 |                                        |                   |           
|Property and equipment, net                                |                                                 |                                                 |                                        |                   |           
|Goodwill, net                                              |                                                 |                                                 | 47,122                                  |                   |           
|Other assets                                               |                                                 |                                                 | 66,086                                  |                   |           
|                                                           |                                                 |                                                 |                                         |                   |           
|                                                           |                                                 | Total assets                                    |                                         | $                 | 12,328,253
|                                                           |                                                 |                                                 |                                         |                   |           
|LIABILITIES AND PARTNERS' CAPITAL                          |                                                 |                                                 |                                         |                   |           
|Liabilities:                                               |                                                 |                                                 |                                         |                   |           
|                                                           | Mortgage notes payable                          |                                                 | $                                       | 3,279,105         |           
|                                                           | Notes, net                                      |                                                 |                                         | 2,556,358         |           
|                                                           | Line of credit                                  |                                                 |                                         |                  |           
|                                                           | Accounts payable and accrued expenses           |                                                 |                                         | 99,669            |           
|                                                           | Accrued interest payable                        |                                                 |                                         | 72,323            |           
|                                                           | Rents received in advance and other liabilities |                                                 |                                         | 87,219            |           
|                                                           | Security deposits                               |                                                 |                                         | 47,574            |           
|                                                           | Distributions payable                           |                                                 |                                         | 145,433           |           
|                                                           |                                                 |                                                 |                                         |                   |           
|                                                           |                                                 | Total liabilities                               |                                         |                   | 6,287,681 
|                                                           |                                                 |                                                 |                                         |                   |           
|                                                           | Commitments and contingencies                   |                                                 |                                         |                   |           
|                                                           |                                                 | Minority Interests  Partially Owned Properties |                                         |                   | 13,953    
|                                                           |                                                 |                                                 |                                         |                   |           
|Partners' capital:                                         |                                                 |                                                 |                                         |                   |           
|                                                           |                                                 | Preference Units                                |                                         |                   | 965,738   
|                                                           |                                                 | Preference Interests                            |                                         |                   | 246,000   
|                                                           |                                                 | Junior Preference Units                         |                                         |                   | 5,846     
|                                                           |                                                 | General Partner                                 |                                         |                   | 4,503,191 
|                                                           |                                                 | Limited Partners                                |                                         |                   | 368,372   
|                                                           |                                                 | Deferred compensation                           |                                         |                   | (36,865   
|                                                           |                                                 | Accumulated other comprehensive loss            |                                         |                   | (25,663   
|                                                           |                                                 |                                                 |                                         |                   |           
|                                                           |                                                 |                                                 | Total partners' capital                 |                   |           
|                                                           |                                                 |                                                 |                                         |                   |           
|                                                           |                                                 |                                                 | Total liabilities and partners' capital |                   | $         
|                                                           |                                                 |                                                 |                                         |                   |           

See
accompanying notes

2

---



ERP OPERATING LIMITED PARTNERSHIP  CONSOLIDATED STATEMENTS OF OPERATIONS  (Amounts in thousands except per OP Unit data)  (Unaudited)

|                                                                                                                                                                                                                                                       |                                                                   | Quarter Ended March 31, |                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------- | ----------------------- | ----------------------------------------
|
|REVENUES                                                                                                                                                                                                                                               |                                                                   |                         |                                         
|                                                                                                                                                                                                                                                       | Rental income                                                     |                         | $                                       
|                                                                                                                                                                                                                                                       | Fee and asset management                                          |                         |                                         
|                                                                                                                                                                                                                                                       | Interest and other income                                         |                         |                                         
|                                                                                                                                                                                                                                                       | Interest income  investment in mortgage notes                    |                         |                                         
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|                                                                                                                                                                                                                                                       |                                                                   | Total revenues          |                                         
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|EXPENSES                                                                                                                                                                                                                                               |                                                                   |                         |                                         
|                                                                                                                                                                                                                                                       | Property and maintenance                                          |                         |                                         
|                                                                                                                                                                                                                                                       | Real estate taxes and insurance                                   |                         |                                         
|                                                                                                                                                                                                                                                       | Property management                                               |                         |                                         
|                                                                                                                                                                                                                                                       | Fee and asset management                                          |                         |                                         
|                                                                                                                                                                                                                                                       | Depreciation                                                      |                         |                                         
|                                                                                                                                                                                                                                                       | Interest:                                                         |                         |                                         
|                                                                                                                                                                                                                                                       |                                                                   |                         | Expense incurred, net                   
|                                                                                                                                                                                                                                                       |                                                                   |                         | Amortization of deferred financing costs
|                                                                                                                                                                                                                                                       | General and administrative                                        |                         |                                         
|                                                                                                                                                                                                                                                       | Impairment on technology investments                              |                         |                                         
|                                                                                                                                                                                                                                                       | Amortization of goodwill                                          |                         |                                         
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|                                                                                                                                                                                                                                                       |                                                                   |                         | Total expenses                          
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Income before allocation to Minority Interests, income from investments in unconsolidated entities, net gain on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change
in accounting principle |                                                                   |                         | 99,246                                  
|Allocation to Minority Interests  Partially Owned Properties                                                                                                                                                                                          |                                                                   |                         | (806                                    
|Income from investments in unconsolidated entities                                                                                                                                                                                                     |                                                                   |                         | 226                                     
|Net gain on sales of unconsolidated entities                                                                                                                                                                                                           |                                                                   |                         | 5,657                                   
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Income before discontinued operations, extraordinary items and cumulative effect of change in accounting principle                                                                                                                                     |                                                                   |                         | 104,323                                 
|Net gain on sales of discontinued operations                                                                                                                                                                                                           |                                                                   |                         | 2,816                                   
|Discontinued operations, net                                                                                                                                                                                                                           |                                                                   |                         | 277                                     
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Income before extraordinary items and cumulative effect of change in accounting principle                                                                                                                                                              |                                                                   |                         | 107,416                                 
|Extraordinary items                                                                                                                                                                                                                                    |                                                                   |                         | (97                                     
|Cumulative effect of change in accounting principle                                                                                                                                                                                                    |                                                                   |                         |                                        
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Net income                                                                                                                                                                                                                                             |                                                                   | $                       | 107,319                                 
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|ALLOCATION OF NET INCOME:                                                                                                                                                                                                                              |                                                                   |                         |                                         
|Preference Units                                                                                                                                                                                                                                       |                                                                   | $                       | 19,391                                  
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Preference Interests                                                                                                                                                                                                                                   |                                                                   | $                       | 5,053                                   
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Junior Preference Units                                                                                                                                                                                                                                |                                                                   | $                       | 81                                      
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|General Partner                                                                                                                                                                                                                                        |                                                                   | $                       | 76,353                                  
|Limited Partners                                                                                                                                                                                                                                       |                                                                   |                         | 6,441                                   
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Net income available to OP Units                                                                                                                                                                                                                       |                                                                   | $                       | 82,794                                  
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Net income per OP Unit  basic                                                                                                                                                                                                                         |                                                                   | $                       | 0.28                                    
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Net income per OP Unit  diluted                                                                                                                                                                                                                       |                                                                   | $                       | 0.28                                    
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Weighted average OP Units outstanding  basic                                                                                                                                                                                                          |                                                                   |                         | 294,106                                 
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Weighted average OP Units outstanding  diluted                                                                                                                                                                                                        |                                                                   |                         | 297,229                                 
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Distributions declared per OP Unit outstanding                                                                                                                                                                                                         |                                                                   | $                       | 0.4325                                  
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Comprehensive income:                                                                                                                                                                                                                                  |                                                                   |                         |                                         
|Net income                                                                                                                                                                                                                                             |                                                                   | $                       | 107,319                                 
|Other comprehensive income (loss)  derivative instruments:                                                                                                                                                                                            |                                                                   |                         |                                         
|                                                                                                                                                                                                                                                       | Cumulative effect of change in accounting principle               |                         |                                         
|                                                                                                                                                                                                                                                       | Unrealized holding gains (losses) arising during the period       |                         |                                         
|                                                                                                                                                                                                                                                       | Losses reclassified into earnings from other comprehensive income |                         |                                         
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         
|Comprehensive income                                                                                                                                                                                                                                   |                                                                   | $                       | 114,696                                 
|                                                                                                                                                                                                                                                       |                                                                   |                         |                                         

See accompanying notes

3

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ERP OPERATING LIMITED PARTNERSHIP  CONSOLIDATED STATEMENTS OF CASH FLOWS  (Amounts in thousands)  (Unaudited)

|                                                                                  |                                                                             | Quarter Ended March 31, |        
|--------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ----------------------- | -------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |                                                                             |                         |        
|Net income                                                                        |                                                                             | $                       | 107,319
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                             |                         |        
|                                                                                  | Allocation to Minority Interests  Partially Owned Properties               |                         |        
|                                                                                  | Cumulative effect of change in accounting principle                         |                         |        
|                                                                                  | Depreciation                                                                |                         |        
|                                                                                  | Amortization of deferred financing costs                                    |                         |        
|                                                                                  | Amortization of discount on investment in mortgage notes                    |                         |        
|                                                                                  | Amortization of goodwill                                                    |                         |        
|                                                                                  | Amortization of discounts and premiums on debt                              |                         |        
|                                                                                  | Amortization of deferred settlements on interest rate protection agreements |                         |        
|                                                                                  | Impairment on technology investments                                        |                         |        
|                                                                                  | Income from investments in unconsolidated entities                          |                         |        
|                                                                                  | Net gain on sales of discontinued operations                                |                         |        
|                                                                                  | Net gain on sales of unconsolidated entities                                |                         |        
|                                                                                  | Extraordinary items                                                         |                         |        
|                                                                                  | Unrealized gain on interest rate protection agreements                      |                         |        
|                                                                                  | Book value of furniture sales and rental buyouts                            |                         |        
|                                                                                  | Compensation paid with Company Common Shares                                |                         |        
|Changes in assets and liabilities:                                                |                                                                             |                         |        
|                                                                                  | Decrease (increase) in rents receivable                                     |                         |        
|                                                                                  | Decrease in deposits  restricted                                           |                         |        
|                                                                                  | Additions to rental furniture                                               |                         |        
|                                                                                  | Decrease (increase) in other assets                                         |                         |        
|                                                                                  | (Decrease) in accounts payable and accrued expenses                         |                         |        
|                                                                                  | Increase in accrued interest payable                                        |                         |        
|                                                                                  | Increase in rents received in advance and other liabilities                 |                         |        
|                                                                                  | Increase in security deposits                                               |                         |        
|                                                                                  |                                                                             |                         |        
|                                                                                  | Net cash provided by operating activities                                   |                         |        
|                                                                                  |                                                                             |                         |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |                                                                             |                         |        
|                                                                                  | Investment in real estate  acquisitions                                    |                         |        
|                                                                                  | Investment in real estate  development                                     |                         |        
|                                                                                  | Improvements to real estate                                                 |                         |        
|                                                                                  | Additions to non-real estate property                                       |                         |        
|                                                                                  | Interest capitalized for real estate under development                      |                         |        
|                                                                                  | Proceeds from disposition of real estate, net                               |                         |        
|                                                                                  | Proceeds from disposition of partial interest in real estate                |                         |        
|                                                                                  | Proceeds from disposition of furniture rental business                      |                         |        
|                                                                                  | Investment in property and equipment                                        |                         |        
|                                                                                  | Principal receipts on investment in mortgage notes                          |                         |        
|                                                                                  | Investments in unconsolidated entities                                      |                         |        
|                                                                                  | Distributions from unconsolidated entities                                  |                         |        
|                                                                                  | Proceeds from disposition of unconsolidated entities                        |                         |        
|                                                                                  | (Increase) in deposits on real estate acquisitions, net                     |                         |        
|                                                                                  | Decrease in mortgage deposits                                               |                         |        
|                                                                                  | Business combinations, net of cash acquired                                 |                         |        
|                                                                                  | Other investing activities, net                                             |                         |        
|                                                                                  |                                                                             |                         |        
|                                                                                  | Net cash (used for) provided by investing activities                        |                         |        
|                                                                                  |                                                                             |                         |        

See
accompanying notes

4

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ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
(Unaudited)

|                                                                                                |                                                 | Quarter Ended March 31, |        
|----------------------------------------------------------------------------------------------- | ----------------------------------------------- | ----------------------- | -------
|
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                           |                                                 |                         |        
|Loan and bond acquisition costs                                                                 |                                                 | $                       | (3,040 
|Mortgage notes payable:                                                                         |                                                 |                         |        
|                                                                                                | Proceeds, net                                   |                         |        
|                                                                                                | Lump sum payoffs                                |                         |        
|                                                                                                | Scheduled principal repayments                  |                         |        
|                                                                                                | Prepayment premiums/fees                        |                         |        
|Notes, net:                                                                                     |                                                 |                         |        
|                                                                                                | Proceeds                                        |                         |        
|                                                                                                | Lump sum payoffs                                |                         |        
|                                                                                                | Scheduled principal repayments                  |                         |        
|Lines of credit:                                                                                |                                                 |                         |        
|                                                                                                | Proceeds                                        |                         |        
|                                                                                                | Repayments                                      |                         |        
|Proceeds (payments) from settlement of interest rate protection agreements                      |                                                 |                         | 835    
|Proceeds from sale of OP Units                                                                  |                                                 |                         | 4,236  
|Proceeds from sale of Preference Interests                                                      |                                                 |                         |       
|Proceeds from exercise of EQR options                                                           |                                                 |                         | 9,777  
|Payment of offering costs                                                                       |                                                 |                         | (141   
|Distributions:                                                                                  |                                                 |                         |        
|                                                                                                | OP Units  General Partner                      |                         |        
|                                                                                                | Preference Units                                |                         |        
|                                                                                                | Preference Interests                            |                         |        
|                                                                                                | Junior Preference Units                         |                         |        
|                                                                                                | OP Units  Limited Partners                     |                         |        
|                                                                                                | Minority Interests  Partially Owned Properties |                         |        
|Principal receipts on employee notes, net                                                       |                                                 |                         | 85     
|                                                                                                |                                                 |                         |        
|Net cash (used for) financing activities                                                        |                                                 |                         | (50,456
|                                                                                                |                                                 |                         |        
|Net increase in cash and cash equivalents                                                       |                                                 |                         | 198,159
|Cash and cash equivalents, beginning of period                                                  |                                                 |                         | 51,603 
|                                                                                                |                                                 |                         |        
|Cash and cash equivalents, end of period                                                        |                                                 | $                       | 249,762
|                                                                                                |                                                 |                         |        
|SUPPLEMENTAL INFORMATION:                                                                       |                                                 |                         |        
|Cash paid during the period for interest                                                        |                                                 | $                       | 81,566 
|                                                                                                |                                                 |                         |        
|Mortgage loans assumed through real estate acquisitions                                         |                                                 | $                       |       
|                                                                                                |                                                 |                         |        
|Mortgage loans (assumed) by purchaser in real estate and furniture rental business dispositions |                                                 | $                       | (1,680 
|                                                                                                |                                                 |                         |        
|Transfers to real estate held for disposition                                                   |                                                 | $                       | 3,505  
|                                                                                                |                                                 |                         |        

5

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ERP OPERATING LIMITED PARTNERSHIP  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

1.    Business

ERP Operating Limited Partnership ("ERPOP"), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property
business of Equity Residential Properties Trust ("EQR"). EQR is a Maryland real estate investment trust ("REIT") formed on March 31, 1993 and is engaged in the acquisition, ownership,
management and operation of multifamily properties. As used herein, the term "Operating Partnership" includes ERPOP and those entities owned or controlled by it. As used herein, the term "Company"
means EQR and the Operating Partnership.

EQR
is the general partner of, and as of March 31, 2002, owned an approximate 92.3% ownership interest in ERPOP. The Company conducts substantially all of its business and owns
substantially all of its assets through ERPOP. ERPOP is, in turn, directly or indirectly, a partner, member or shareholder of numerous partnerships, limited liability companies and corporations which
have been established primarily to own fee simple title to multifamily properties or to conduct property management activities and other businesses related to the ownership and operation of
multifamily residential real estate.

As
of March 31, 2002, the Operating Partnership owned or had interests in a portfolio of 1,073 multifamily properties containing 225,000 apartment units located in 36 states
consisting of the following:

Number of
Properties

Number of
UnitsWholly Owned Properties

951

199,305Partially Owned Properties

37

7,231Unconsolidated Properties

85

18,464Total Properties

1,073

225,000


2.    Summary of Significant Accounting Policies



The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period
financial statements in order to conform to the current year presentation. Operating results for the three months ended March 31, 2002 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002.

The
balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete financial statements.

For
further information, including definition of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Operating
Partnership's annual report on Form 10-K for the year ended December 31, 2001.



At March 31, 2002, the Operating Partnership had entered into swaps which have been designated as cash flow hedges with a current aggregate notional amount
of $614.7 million (notional amounts range from $610.4 million to $626.4 million over the terms of the swaps) at interest rates ranging from 3.65% to 6.15% maturing at various
dates ranging from 2003 to 2007 with a net liability fair value of $19.0 million; and swaps which have been designated as fair value hedges with a current aggregate notional amount of
$384.7 million

6

---

(notional amounts range from $380.4 million to $396.4 million over the terms of the swaps) at interest rates ranging from 4.46% to 7.25% maturing at various dates ranging from 2003 to
2011 with a net asset fair value of $2.0 million.

At
March 31, 2002, certain joint venture development partnerships in which the Company invested had entered into swaps to hedge the interest rate risk exposure on unconsolidated
floating rate construction mortgage loans. The Operating Partnership has recorded its proportionate share of these qualifying hedges on its consolidated balance sheets. These swaps have been
designated as cash flow hedges with a current aggregate notional amount of $329.4 million (notional amounts range from $120.0 million to $538.1 million over the terms of the
swaps) at interest rates ranging from 2.28% to 6.94% maturing at various dates ranging from 2002 to 2005 with a net liability fair value of $7.3 million.

As
of March 31, 2002, there were approximately $25.5 million in deferred losses, net, included in accumulated other comprehensive loss. On March 31, 2002, the net
derivative instruments were reported at their fair value as other liabilities of approximately $17.0 million and as a reduction to investment in unconsolidated entities of approximately
$7.3 million. The Operating Partnership expects to recognize an estimated $12.1 million of accumulated other comprehensive loss as additional interest expense during the twelve months
ending March 31, 2003, of which $4.6 million is related to the development joint venture swaps.



In June 2001, the FASB issued SFAS No. 141,Business Combinations. SFAS No. 141 requires
companies to account for all business combinations using the purchase method of accounting. SFAS No. 141 is effective for fiscal years beginning after December 15, 2001. The Operating
Partnership adopted the standard effective January 1, 2002, but it has not had any impact on the Operating Partnership's financial condition and results of operations.

In
June 2001, the FASB issued SFAS No. 142,Goodwill and Other Intangible Assets. SFAS No. 142 requires companies to
eliminate the amortization of goodwill in favor of a periodic impairment based approach. SFAS No. 142 is effective for the fiscal years beginning after December 15, 2001. The Operating
Partnership adopted the standard effective January 1, 2002, but it has not had a material impact on the Operating Partnership's financial condition and results of operations.

In
April 2002, the FASB issued SFAS No. 145,Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections. SFAS No. 145, among other items, rescinds the automatic classification
of costs incurred on debt extinguishment as extraordinary charges. Instead, gains and losses from debt extinguishment should only be classified as extraordinary if they meet the "unusual and
infrequently occurring" criteria outlined in APB No. 30. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. The Operating Partnership will adopt the standard
effective January 1, 2003, but does not expect it to have a material impact on its financial condition and results of operations.

3.    Partners' Capital

The following table presents the changes in the Operating Partnership's issued and outstanding OP Units for the quarter ended March 31, 2002:

2002Operating Partnership's OP Units outstanding at January 1,

294,818,566Issued to General Partner:Conversion of Series E Preference Units

40,710Conversion of Series H Preference Units

1,036Employee Share Purchase Plan

153,825Dividend Reinvestment  DRIP Plan

14,069Share Purchase  DRIP Plan

11,691Exercise of EQR options

595,081Restricted EQR share grants, net

922,280Operating Partnership's OP Units outstanding at March 31,

296,557,258


7

---

The
limited partners of the Operating Partnership as of March 31, 2002 include various individuals and entities that contributed their properties to the Operating Partnership in
exchange for OP Units (the "Limited Partners") and own an approximate 7.7% ownership interest in ERPOP.

EQR
contributes all net proceeds from the various equity offerings (including proceeds from exercise of options for EQR Common Shares) to the Operating Partnership in return for an
increased ownership percentage. Due to the Limited Partners' ability to convert their interest into an ownership interest in the general partner (on a one-for-one common share
per OP Unit basis), the net offering proceeds are allocated between EQR (as general
partner) and the Limited Partners (to the extent represented by OP Units) to account for the change in their respective percentage ownership of the equity of the Operating Partnership.

The
following table presents the Operating Partnership's issued and outstanding "Preference Units" as of March 31, 2002 and December 31, 2001:

Amounts in thousandsAnnual
Dividend
Rate per
Unit (1)March 31,
2002

December 31,
2001Preference Units:91/8% Series B Cumulative Redeemable Preference Units; liquidation value $250 per unit; 500,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
22.81252

$
125,000

$
125,00091/8% Series C Cumulative Redeemable Preference Units; liquidation value $250 per unit; 460,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
22.81252


115,000


115,0008.60% Series D Cumulative Redeemable Preference Units; liquidation value $250 per unit; 700,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
21.50000


175,000


175,000Series E Cumulative Convertible Preference Units; liquidation value $25 per unit; 3,329,198 and 3,365,794 units issued and outstanding at March 31, 2002 and December 31, 2001, respectively

$
1.75000


83,230


84,14571/4% Series G Convertible Cumulative Preference Units; liquidation value $250 per unit; 1,264,700 units issued and outstanding at March 31, 2002 and December 31, 2001

$
18.12500


316,175


316,1757.00% Series H Cumulative Convertible Preference Units, liquidation value $25 per unit; 53,311 and 54,027 units issued and outstanding at March 31, 2002 and December 31, 2001, respectively

$
1.75000


1,333


1,3518.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
4.14500


50,000


50,0007.625% Series L Cumulative Redeemable Preference Units; liquidation value $25 per unit; 4,000,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
1.90625


100,000


100,000$
965,738

$
966,671


---

8

---

The
following table presents the issued and outstanding Preference Interests as of March 31, 2002 and December 31, 2001:

Amounts in thousandsAnnual
Dividend
Rate per
Unit (1)March 31,
2002

December 31,
2001Preference Interests:8.00% Series A Cumulative Redeemable Preference Interests; liquidation value $50 per unit; 800,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
4.0000

$
40,000

$
40,0008.50% Series B Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,100,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
4.2500


55,000


55,0008.50% Series C Cumulative Redeemable Preference Units; liquidation value $50 per unit; 220,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
4.2500


11,000


11,0008.375% Series D Cumulative Redeemable Preference Units; liquidation value $50 per unit; 420,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
4.1875


21,000


21,0008.50% Series E Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
4.2500


50,000


50,0008.375% Series F Cumulative Redeemable Preference Units; liquidation value $50 per unit; 180,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
4.1875


9,000


9,0007.875% Series G Cumulative Redeemable Preference Units; liquidation value $50 per unit; 510,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
3.9375


25,500


25,5007.625% Series H Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 190,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
3.8125


9,500


9,5007.625% Series I Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 270,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
3.8125


13,500


13,5007.625% Series J Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 230,000 units issued and outstanding at March 31, 2002 and December 31, 2001

$
3.8125


11,500


11,500$
246,000

$
246,000


---

9

---

The
following table presents the Operating Partnership's issued and outstanding Junior Convertible Preference Units (the "Junior Preference Units") as of March 31, 2002 and
December 31, 2001:

Amounts in thousandsAnnual
Dividend
Rate per
Unit (1)March 31,
2002

December 31,
2001Junior Preference Units:Series A Junior Convertible Preference Units; liquidation value $100 per unit; 56,616 units issued and outstanding at March 31, 2002 and December 31, 2001

$
5.46934

$
5,662

$
5,662Series B Junior Convertible Preference Units; liquidation value $25 per unit; 7,367 units issued and outstanding at March 31, 2002 and December 31, 2001

$
2.00000


184


184$
5,846

$
5,846


---

4.    Real Estate Acquisitions

During the quarter ended March 31, 2002, the Operating Partnership acquired one property located in Sunrise, Florida from an unaffiliated party, consisting
of 368 units for a purchase price of approximately $26.0 million.

5.    Real Estate Dispositions

During the quarter ended March 31, 2002, the Operating Partnership disposed of the four properties listed below to unaffiliated parties and recognized a
net gain on sales of discontinued operations of approximately $2.8 million on these sales.

Date Disposed

Property

Location

Number
Of Units

Disposition
Price
(in thousands)01/17/02

Ravenwood

Mauldin, SC

82

$
2,42501/24/02

Larkspur I & II

Moraine, OH

45


89901/31/02

Springwood II

Austintown, OH

43


90002/21/02

Scottsdale Courtyards

Scottsdale, AZ

274


26,500444

$
30,724


In
addition, during the quarter ended March 31, 2002, the Operating Partnership:



6.    Commitments to Acquire/Dispose of Real Estate

As of March 31, 2002, in addition to the property that was subsequently acquired as discussed in Note 17, the Operating Partnership had entered into
separate agreements to acquire two multifamily properties containing 736 units from unaffiliated parties. The Operating Partnership expects a combined purchase price of approximately
$55.3 million, including the assumption of mortgage indebtedness of approximately $14.0 million.

10

---

As of March 31, 2002, in addition to the properties that were subsequently disposed of as discussed in Note 17, the Operating Partnership entered into separate agreements
to dispose of twenty-four multifamily properties containing 4,564 units to unaffiliated parties. The Operating Partnership expects a combined disposition price of approximately
$244.0 million.

The
closings of these pending transactions are subject to certain contingencies and conditions, therefore, there can be no assurance that these transactions will be consummated or that
the final terms thereof will not differ in material respects from those summarized in the preceding paragraphs.

7.    Investments in Unconsolidated Entities

The Operating Partnership has entered into various joint venture agreements with third party companies. The following table summarizes the Operating Partnership's
investments in unconsolidated entities as of March 31, 2002 (amounts in thousands except for project and unit amounts):

|                                                       |  | Institutional
Joint
Ventures |         | Stabilized
Development
Joint Ventures
(1) |   | Joint Venture
Projects Under
Development |   | Lexford /
Other |           | Totals
|------------------------------------------------------ |  | ---------------------------- | ------- | ----------------------------------------- | - | ---------------------------------------- | - | --------------- | --------- | ------
|Total projects                                         |  |                              | 45      |                                           |   | 10                                       |   |                 | 16(2      | )     
|                                                       |  |                              |         |                                           |   |                                          |   |                 |           |       
|Total units                                            |  |                              | 10,846  |                                           |   | 3,038                                    |   |                 | 5,179(2   | )     
|                                                       |  |                              |         |                                           |   |                                          |   |                 |           |       
|ERPOP's percentage ownership of mortgage notes payable |  |                              | 25.0    | %                                         |   | 85.4                                     | % |                 | 100.0     | %     
|ERPOP's share of mortgage notes payable (4)            |  | $                            | 121,200 |                                           | $ | 214,615                                  |   | $               | 285,655(3 | )     
|                                                       |  |                              |         |                                           |   |                                          |   |                 |           |       

---

Investments
in unconsolidated entities includes the Unconsolidated Properties as well as various uncompleted development joint venture properties. The Operating Partnership does not
consolidate these entities, as it does not have sole control of major decisions (such as sale and/or financing/refinancing). The Operating Partnership's common equity ownership interests in these
entities range from 1.5% to 57.0% at March 31, 2002.

These
investments are accounted for utilizing the equity method of accounting. Under the equity method of accounting, the net equity investment of the Operating Partnership is reflected
on the consolidated balance sheets and, after the project is completed, the consolidated statements of operations include the Operating Partnership's share of net income or loss from the
unconsolidated entity. Prior to the project being completed, the Operating Partnership capitalized interest on its equity contribution in accordance with the provisions of SFAS No. 58, Capitalization of Interest Cost in
Financial Statements That Include Investments Accounted for by the Equity Method.During the quarters ended
March 31, 2002 and 2001, the Operating Partnership capitalized $3.8 million and $4.3 million, respectively, in interest cost related to its unconsolidated joint venture
development projects (which reduced interest expense incurred in the consolidated statements of operations).

The
Operating Partnership generally contributes between 25% and 30% of the project cost of the joint ventures under development, with the remaining cost financed through third-party
construction mortgages.

11

---

8.    DepositsRestricted

As of March 31, 2002, deposits-restricted totaled $210.5 million and primarily included the following:



9.    Mortgage Notes Payable

As of March 31, 2002, the Operating Partnership had outstanding mortgage indebtedness of approximately $3.3 billion.

During
the quarter ended March 31, 2002, the Operating Partnership:



As
of March 31, 2002, scheduled maturities for the Operating Partnership's outstanding mortgage indebtedness were at various dates through October 1, 2033. The interest
rate range on the Operating Partnership's mortgage debt was 1.30% to 12.465% at March 31, 2002. During the quarter ended March 31, 2002, the weighted average interest rate was 6.42%.

10.  Notes

As of March 31, 2002, the Operating Partnership had outstanding unsecured notes of approximately $2.6 billion.

During
the quarter ended March 31, 2002, the Operating Partnership:



As
of March 31, 2002, scheduled maturities for the Operating Partnership's outstanding notes are at various dates through 2029. The interest rate range on the Operating
Partnership's notes was 4.75% to 7.95% at March 31, 2002. During the quarter ended March 31, 2002, the weighted average interest rate was 6.39%.

11.  Line of Credit

The Operating Partnership has a revolving credit facility with potential borrowings of up to $700.0 million. As of March 31, 2002, no amounts were
outstanding and $57.4 million was restricted (dedicated to support letters of credit and not available for borrowing) on the line of credit. During the quarter ended March 31, 2002, the
weighted average interest rate was 2.50%.

12

---

12.  Calculation of Net Income Per Weighted Average OP Unit

The following tables set forth the computation of net income per OP Unitbasic and net income per OP Unitdiluted:

Quarter Ended March 31,2002

2001(Amounts in thousands except per OP
Unit amounts)Numerator:Income before allocation to Minority Interests, income from investments in unconsolidated entities, net gain on sales of unconsolidated entities, discontinued operations, extraordinary items, cumulative effect of change in
accounting principle and allocation to preference unit/interest distributions

$
99,246

$
103,869Allocation to Minority Interests  Partially Owned Properties


(806
)

(105
)Income from investments in unconsolidated entities


226


350Allocation to Preference Units


(19,391
)

(24,459
)Allocation to Preference Interests


(5,053
)

(3,958
)Allocation to Junior Preference Units


(81
)

(109
)Income before net gain on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle


74,141


75,588Net gain on sales of unconsolidated entities


5,657


Net gain on sales of discontinued operations


2,816


41,778Discontinued operations, net


277


143Extraordinary items


(97
)

311Cumulative effect of change in accounting principle





(1,270
)Numerator for net income per OP Unit  basic


82,794


116,550Effect of dilutive securities:Distributions on convertible preference units/interests





1,692Numerator for net income per OP Unit  diluted

$
82,794

$
118,242Denominator:Denominator for net income per OP Unit  basic


294,106


289,659Effect of dilutive securities:Convertible preference units/interests





4,370Dilution for OP Units issuable upon assumed exercise/vesting of the Company's share options/restricted shares


3,123


3,155Denominator for net income per OP Unit  diluted


297,229


297,184Net income per OP Unit  basic

$
0.28

$
0.40Net income per OP Unit  diluted

$
0.28

$
0.40


13

---

Quarter Ended March 31,2002

2001(Amounts in thousands except per OP
Unit amounts)Net income per OP Unit  basic:Income before net gain on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle per OP Unit  basic

$
0.25

$
0.26Net gain on sales of unconsolidated entities


0.02


Net gain on sales of discontinued operations


0.01


0.14Discontinued operations, net





Extraordinary items





Cumulative effect of change in accounting principle





Net income per OP Unit  basic

$
0.28

$
0.40Net income per OP Unit  diluted:Income before net gain on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle per OP Unit  diluted

$
0.25

$
0.26Net gain on sales of unconsolidated entities


0.02


Net gain on sales of discontinued operations


0.01


0.14Discontinued operations, net





Extraordinary items





Cumulative effect of change in accounting principle





Net income per OP Unit  diluted

$
0.28

$
0.40




13.  Discontinued Operations

In August 2001, the FASB issued SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived
Assets, which is effective for fiscal years beginning after December 15, 2001. The Operating Partnership adopted the standard effective January 1, 2002, which did
not have a material effect on the Operating Partnership's financial condition and results of operations.

Under
the provisions of SFAS No. 144, for long-lived assets to be held and used, the Operating Partnership first determines whether any indicators of impairment exist.
If indicators exist, the Operating Partnership compares the expected future undiscounted cash flows for the long-lived asset against the carrying amount of that asset. If the sum of the
estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss would be recorded for the difference between the estimated fair value and the carrying amount of the
asset.

For
long-lived assets to be disposed of, an impairment loss is recognized when the estimated fair value of the asset, less the estimated cost to sell, is less than the
carrying amount of the asset measured at the time that the Operating Partnership has determined it will sell the asset. Long-lived assets held for disposition are reported at the lower of
their carrying amounts or their estimated fair values, less their costs to sell.

Goodwill
and investments in unconsolidated entities accounted for under the equity method of accounting are specifically excluded from the scope of SFAS No. 144.

On
January 11, 2002, the Operating Partnership disposed of its furniture rental business for $30.0 million and received net proceeds of $28.7 million. No gain/loss
on sale was recognized as the net book value at the sale date after giving effect to a previously recorded impairment loss approximated the sales price.

14

---

The
components of discontinued operations for the quarters ended March 31, 2002 and 2001 are outlined below and include the results of operations through the date of each
respective sale for the quarter ended March 31, 2002 and a full quarter of operations for the quarter ended March 31, 2001, for the following:

Quarter Ended March 31,2002

2001(Amounts in thousands)REVENUESRental income

$
666

$
1,136Interest and other income


3


Furniture income


1,365


14,872Total revenues


2,034


16,008EXPENSESProperty and maintenance


208


301Real estate taxes and insurance


60


84Depreciation


181


303Interest expense incurred, net


5


58Furniture expenses


1,303


14,829Amortization of goodwill





290Total expenses


1,757


15,865Discontinued operations, net

$
277

$
143


14.  Commitments and Contingencies

The Operating Partnership, as an owner of real estate, is subject to various environmental laws of Federal and local governments. Compliance by the Operating
Partnership with existing laws has not had a material adverse effect on the Operating Partnership's financial condition and results of operations. However, the Operating Partnership cannot predict the
impact of new or changed laws or regulations on its current properties or on properties that it may acquire in the future.

The
Operating Partnership does not believe there is any litigation threatened against the Operating Partnership other than routine litigation arising out of the ordinary course of
business, some of which is expected to be covered by liability insurance, none of which is expected to have a material adverse effect on the consolidated financial statements of the Operating
Partnership.

In
regards to the funding of properties in the development and/or earnout stage and the joint venture agreements with multifamily residential real estate developers, the Operating
Partnership funded a net total of $5.6 million during the quarter ended March 31, 2002. The Operating Partnership expects to fund approximately $22.7 million in connection with
these properties for the remainder of 2002. In connection with one joint venture agreement, the Operating Partnership has an obligation to fund up to an additional $6.5 million to guarantee
third party construction financing. As of March 31, 2002, the Operating Partnership has 20 projects under development with estimated completion dates ranging from June 30, 2002 through
March 31, 2004.

For
one development joint venture agreement, the Operating Partnership's joint venture partner has the right, at any time following completion of a project, to stipulate a value for such
project and offer to sell its interest in the project to the Operating Partnership based on such value. If the Operating Partnership chooses not to purchase the interest, it must agree to a sale of
the project to an unrelated third party at such value. The Operating Partnership's joint venture partner must exercise this right as to all projects within five years after the receipt of the final
certificate of occupancy on the last developed property.

Under
a second development joint venture agreement, the Operating Partnership's joint venture partner has the right, at any time following completion of a project, to require the
Operating Partnership to purchase the joint

15

---

venture partners' interest in that project at a mutually agreeable price. If the Operating Partnership and the joint venture partner are unable to agree on a price, both parties will obtain
appraisals. If the appraised values vary by more than 10%, both the Operating Partnership and the joint venture partner will agree on a third appraiser to determine which original appraisal is closest
to its determination of value. The Operating Partnership may elect at that time not to purchase the property and instead, authorize the joint venture partner to sell the project at or above the
agreed-upon value to an unrelated third party. Five years following the receipt of the final certificate of occupancy on the last developed property, any projects remaining unsold must be
purchased by the Operating Partnership at the agreed-upon price.

The
Operating Partnership provided a credit enhancement with respect to certain tax-exempt bonds issued to finance certain public improvements at a multifamily development
project. As of March 31, 2002, this enhancement was still in effect at a commitment amount of $12.7 million.

15.  Asset Impairment

For the quarters ended March 31, 2002 and 2001, the Operating Partnership recorded approximately $0.3 million and $3.0 million, respectively,
of asset impairment charges related to its technology investments. These charges were the result of review of the existing investments reflected on the consolidated balance sheet. The Operating
Partnership reviewed the current relative value of each investment based on existing economic conditions and current events. These impairment losses are reflected on the statement of operations in
total expenses and include the write-down of assets classified as other assets and investments in unconsolidated entities.

16.  Reportable Segments

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by senior
management. Senior management decides how resources are allocated and assesses performance on a monthly basis.

The
Operating Partnership's primary business is owning, managing, and operating multifamily residential properties, which includes the generation of rental and other related income
through the leasing of apartment units to residents. Senior management evaluates the performance of each of our apartment communities on an individual basis, however, each of our apartment communities
has similar economic characteristics, residents, and products and services so they have been aggregated into one reportable segment. The Operating Partnership's rental real estate segment comprises
approximately 98.9% and 97.9% of total revenues for the quarters ended March 31, 2002, and 2001, respectively. The Operating Partnership's rental real estate segment comprises approximately
99.6% and 99.4% of total assets at March 31, 2002 and December 31, 2001, respectively.

The
primary financial measure for the Operating Partnership's rental real estate segment is net operating income ("NOI"), which represents rental income less: 1) property and
maintenance expense; 2) real estate taxes and insurance expense; and 3) property management expense (all as reflected in the accompanying statements of operations). Current year NOI is
compared to prior year NOI and current year budgeted NOI as a measure of financial performance. NOI from our rental real estate totaled approximately $309.1 million and $308.1 million
for the quarters ended March 31, 2002 and 2001, respectively.

During
the acquisition, development and/or disposition of real estate, the NOI return on total capitalized costs is the primary measure of financial performance (capitalization rate) the
Operating Partnership considers.

The
Operating Partnership's fee and asset management activity are immaterial and do not meet the threshold requirements of a reportable segment as provided for in SFAS No. 131.

17.  Subsequent Events

Subsequent to March 31, 2002 and through April 26, 2002, the Operating Partnership:



16

---





Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

For further information including definitions for capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto
included in the Operating Partnership's annual report on Form 10-K for the year ended December 31, 2001.

Forward-looking
statements in this report are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "believes",
"expects" and "anticipates" and other similar expressions that are predictions of or indicate future events and trends and which do not relate solely to historical matters identify forward-looking
statements. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results, performance, or achievements of the Operating Partnership to differ materially
from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such differences include, but are not limited to, the
following:



Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Operating Partnership undertakes no obligation to
publicly release any revisions to these
forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Results of Operations

The following table summarizes the number of properties and related units for the year-to-date periods presented:

|                                     |                      | Properties |       | Units  |         | Purchase / Sale
Price
$ Millions
|------------------------------------ | -------------------- | ---------- | ----- | ------ | ------- | --------------------------------
|                                     | At December 31, 2000 |            | 1,104 |        | 227,704 |                                 
|Q1 2001 Acquisitions                 |                      | 7          |       | 1,721  |         | $                               
|Q1 2001 Dispositions                 |                      | (15        | )     | (2,272 | )       | $                               
|                                     |                      |            |       |        |         |                                 
|                                     | At March 31, 2001    |            | 1,096 |        | 227,153 |                                 
|Q2/Q3/Q4 2001 Acquisitions           |                      | 7          |       | 1,702  |         | $                               
|Q2/Q3/Q4 2001 Dispositions           |                      | (34        | )     | (6,535 | )       | $                               
|Q2/Q3/Q4 2001 Completed Developments |                      | 7          |       | 2,505  |         |                                 
|Q4 2001 Unit Configuration Changes   |                      |           |       | (24    | )       |                                 
|                                     |                      |            |       |        |         |                                 
|                                     | At December 31, 2001 |            | 1,076 |        | 224,801 |                                 
|Q1 2002 Acquisitions                 |                      | 1          |       | 368    |         | $                               
|Q1 2002 Dispositions                 |                      | (5         | )     | (757   | )       | $                               
|Q1 2002 Completed Developments       |                      | 1          |       | 588    |         |                                 
|                                     |                      |            |       |        |         |                                 
|                                     | At March 31, 2002    |            | 1,073 |        | 225,000 |                                 
|                                     |                      |            |       |        |         |                                 

The
Operating Partnership's acquisition and disposition activity has impacted overall results of operations for the quarters ended March 31, 2002 and 2001. Significant changes in
revenues and expenses have resulted primarily from the consolidation of previously Unconsolidated Properties in July 2001, the disposition of the Globe furniture rental business on
January 11, 2002, as well as the 2001 Acquisitions and Completed Development properties, which have been partially offset by the disposition of the 2002 and the 2001 Disposed properties.
Significant change in expenses has also resulted from an increase in insurance costs and general and administrative costs and reductions in variable interest rates, impairment charges and goodwill
amortization. This impact is discussed in greater detail in the following paragraphs.

17

---

Properties
that the Operating Partnership owned for all of the quarters ended March 31, 2002 and March 31, 2001 (the "First Quarter 2002 Same Store Properties"), which
represented 197,305 units, also impacted the Operating Partnership's results of operations and are discussed as well in the following paragraphs.

Comparison of the quarter ended March 31, 2002 to the quarter ended March 31, 2001

For the quarter ended March 31, 2002, income before allocation to Minority Interests, income from investments in unconsolidated entities, net gain on sales
of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle decreased by approximately $4.6 million when compared to the
quarter ended March 31, 2001.

Revenues
from the First Quarter 2002 Same Store Properties decreased primarily as a result of lower rental rates charged new residents, increased concessions and lower occupancy at
certain properties. Property operating expenses from the First Quarter 2002 Same Store Properties, which include property and maintenance, real estate taxes and insurance and an allocation of property
management expenses, remained relatively stable with increases in real estate taxes and insurance costs offset by decreases in utility costs. The following tables provide comparative revenue,
expenses, net operating income and weighted average occupancy for the First Quarter 2002 Same Store Properties:

Same Store Net Operating Income ("NOI")$ in Millions  197,305 Same Store UnitsDescription

Revenues

Expenses

NOIQ1 2002

$
466.0

$
168.7

$
297.3Q1 2001

$
467.7

$
168.9

$
298.8Change

$
(1.7
)
$
(0.2
)
$
(1.5
)% Change


(0.4
%)

(0.1
%)

(0.5
%)


Same Store Occupancy RatesQ1 2002

94.24
%Q1 2001

94.60
%Change

(0.36
%)


For
2002 properties that the Operating Partnership acquired prior to December 31, 2000 and will continue to own through December 31, 2002, the Operating Partnership
anticipates for the year ended December 31, 2002 to see the following operating assumptions:

2002 Operating AssumptionsPhysical Occupancy

93.0%Revenue Growth

(1.25%) to 0.1%Expense Growth

1.0% to 1.5%NOI Growth

(2.9%) to (0.7%)Dispositions

$500 millionRefinancing

$200 million at 7.0%


These
2002 operating assumptions are based on current expectations and are forward-looking.

Rental
income from properties other than First Quarter 2002 Same Store Properties increased by approximately $1.4 million primarily as a result of revenue from the Operating
Partnership's 2001 Acquired Properties and additional 2001 Partially Owned Properties.

Interest
and other income decreased by approximately $2.4 million, primarily as a result of lower balances available for investment and related interest rates being earned on the
Operating Partnership's short-term investment accounts.

Interest
incomeinvestment in mortgage notes decreased by $2.7 million as a result of the Operating Partnership consolidating these previously Unconsolidated
Properties in July 2001. No additional interest income will be recognized on the mortgage notes in future years as the Operating Partnership now consolidates the results related to these
previously Unconsolidated Properties.

18

---

Property
management expenses include off-site expenses associated with the self-management of the Operating Partnership's properties. These expenses increased by
approximately $0.3 million or less than 2%. The Operating Partnership continues to acquire properties in major metropolitan areas and dispose of assets in smaller multi-family rental markets
where the Operating Partnership does not have a significant management presence. As a result, the Operating Partnership was able to maintain off-site management expenses at a constant
level between the two reporting periods.

Fee
and asset management revenues and fee and asset management expenses decreased as a result of the Operating Partnership managing fewer units quarter over quarter for outside owners
and unconsolidated entities.
As of March 31, 2002 and 2001, the Operating Partnership managed 16,539 units and 20,300 units, respectively, for third parties and the unconsolidated joint venture entities.

The
Operating Partnership recorded impairment charges in 2002 totaling approximately $0.3 million, which is related to one investment in technology entity. See Note 15 in
the Notes to the Consolidated Financial Statements for further discussion.

Interest
expense, including amortization of deferred financing costs, decreased approximately $5.1 million primarily due to lower variable interest rates. During the quarter ended
March 31, 2002, the Operating Partnership capitalized interest costs of approximately $5.9 million as compared to $6.0 million for the quarter ended March 31, 2001. This
capitalization of interest primarily related to equity investments in unconsolidated entities engaged in development activities. The effective interest cost on all of the Operating Partnership's
indebtedness for the quarter ended March 31, 2002 was 6.51% as compared to 7.07% for the quarter ended March 31, 2001.

General
and administrative expenses, which include corporate operating expenses, increased approximately $4.0 million between the quarters under comparison. This increase was
primarily due to the addition of income taxes from previously Unconsolidated Properties, retirement plan expenses for certain key executives, and higher overall compensation expenses including a
current expense associated with EQR restricted shares/awards granted to key employees.

Net
gain on sales of unconsolidated entities increased by $5.7 million as a result of the sale of one stabilized development joint venture property (296 units).

Net
gain on sales of discontinued operations decreased approximately $39.0 million between the periods under comparison. This decrease is primarily the result of a fewer number of
units sold during the quarter ended March 31, 2002 (461 units) as compared to the quarter ended March 31, 2001 (5,283 units including interests in properties sold into institutional
joint ventures).

Liquidity and Capital Resources

As of January 1, 2002, the Operating Partnership had approximately $51.6 million of cash and cash equivalents and $505.0 million available
under its line of credit, of which $59 million was restricted (not available for borrowings). After taking into effect the various transactions discussed in the following paragraphs, the
Operating Partnership's cash and cash equivalents balance at March 31, 2002 was approximately $249.8 million and the amount available on the Operating Partnership's line of credit was
$700.0 million, of which $57.4 million was restricted (not available for borrowings).

Part
of the Operating Partnership's acquisition and development funding strategies and the funding of the Operating Partnership's investment in various joint ventures is to utilize its
line of credit and to subsequently repay the line of credit from the disposition of Properties, retained cash flows or the issuance of additional equity or debt securities. Continuing to utilize this
strategy during the quarter ended March 31, 2002, EQR and/or the Operating Partnership:



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All
of these proceeds were utilized to:



During
the quarter ended March 31, 2002, the Operating Partnership:



The
Operating Partnership's total debt summary and debt maturity schedule, as of March 31, 2002, are as follows:

Debt Summary as of March 31, 2002$ Millions

Weighted
Average RateSecured

$
3,279

6.29
%Unsecured


2,556

6.62
%Total

$
5,835

6.44
%Fixed Rate

$
5,130

6.94
%Floating Rate


705

2.79
%Total

$
5,835

6.44
%Above Totals Include:Total Tax Exempt

$
974

3.82
%Unsecured Revolving Credit Facility

$





Debt Maturity Schedule as of March 31, 2002Year

$              Millions

% of Total2002*

$
387

6.6
%2003


306

5.2
%2004


596

10.2
%2005


717

12.3
%2006


440

7.5
%2007


277

4.7
%2008


496

8.5
%2009


411

7.0
%2010


262

4.5
%2011+


1,943

33.3
%Total

$
5,835

100.0
%


The
Operating Partnership's "Consolidated Debt-to-Total Market Capitalization Ratio" as of March 31, 2002 is presented in the following table. The
Operating Partnership calculates the equity component of its market

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capitalization as the sum of (i) the total outstanding OP Units at the equivalent market value of the closing price of EQR's Common Shares on the New York Stock Exchange; (ii) the "OP
Unit Equivalent" of all convertible preference interests/units; and (iii) the liquidation value of all perpetual preference interests/units outstanding.

Capitalization as of March 31, 2002Total Debt




$
5,835,463,307OP Units


296,557,258OP Unit Equivalents (see below)


15,820,176Total Outstanding at quarter-end


312,377,434Price of EQR Common Shares at March 28, 2002

$
28.748,977,727,453Perpetual Preference Units Liquidation Value





565,000,000Perpetual Preference Interests Liquidation Value





211,500,000Total Market Capitalization




$
15,589,690,760Debt/Total Market Capitalization





37.43
%


Convertible Preference Units, Preference Interests
and Junior Preference Units
As of March 31, 2002Units

Conversion
Ratio

OP Unit
EquivalentsPreference Units:Series E

3,329,198

1.1128

3,704,732Series G

1,264,700

8.5360

10,795,479Series H

53,311

1.4480

77,194Preference Interests:Series H

190,000

1.5108

287,052Series I

270,000

1.4542

392,634Series J

230,000

1.4108

324,484Junior Preference Units:Series A

56,616

4.081600

231,084Series B

7,367

1.020408

7,517Total Convertible

5,401,192



15,820,176


The
Operating Partnership's policy is to maintain a ratio of consolidated debt-to-total market capitalization of less than 50%.

From
April 1, 2002 through April 26, 2002, the Operating Partnership:



During
the remainder of 2002, the Operating Partnership expects to fund approximately $22.7 million related to wholly owned developments and joint venture projects under
development. In connection with one joint venture agreement, the Operating Partnership has an obligation to fund up to an additional $6.5 million to guarantee third party construction
financing. As of March 31, 2002, the Operating Partnership has 20 projects under development with estimated completion dates ranging from June 30, 2002 through March 31, 2004.

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For
one development joint venture agreement, the Operating Partnership's joint venture partner has the right, at any time following completion of a project, to stipulate a value for such
project and offer to sell its interest in the project to the Operating Partnership based on such value. If the Operating Partnership chooses not to purchase the interest, it must agree to a sale of
the project to an unrelated third party at such value. The Operating Partnership's joint venture partner must exercise this right as to all projects within five years after the receipt of the final
certificate of occupancy on the last developed property.

Under
a second development joint venture agreement, the Operating Partnership's joint venture partner has the right, at any time following completion of a project, to require the
Operating Partnership to purchase the joint venture partners' interest in that project at a mutually agreeable price. If the Operating Partnership and the joint venture partner are unable to agree on
a price, both parties will obtain appraisals. If the appraised values vary by more than 10%, both the Operating Partnership and the joint venture partner will agree on a third appraiser to determine
which original appraisal is closest to its determination of value. The Operating Partnership may elect at that time not to purchase the property and instead, authorize the joint venture partner to
sell the project at or above the agreed-upon value to an unrelated third party. Five years following the receipt of the final certificate of occupancy on the last developed property, any
projects remaining unsold must be purchased by the Operating Partnership at the agreed-upon price.

During
the quarter ended March 31, 2002, the Operating Partnership's total improvements to real estate approximated $27.7 million. Replacements, which include new
carpeting, appliances, mechanical equipment, fixtures, vinyl floors and blinds inside the unit approximated $10.9 million, or $55 per unit. Building improvements for the 2000, 2001 and 2002
Acquired Properties approximated $1.5 million, or $89 per unit. Building improvements for all of the Operating Partnership's pre-2000 Acquired Properties approximated
$12.5 million or $69 per unit. In addition, approximately $1.1 million was spent on one specific asset related to major renovations and repositioning of this asset. Also included in
total improvements to real estate was approximately $1.7 million on commercial/other assets and Partially Owned Properties. Such improvements to real estate were primarily funded from net cash
provided by operating activities. Total improvements to real estate for the remainder of 2002 are estimated at $100.0 million.

During
the quarter ended March 31, 2002, the Operating Partnership's total non-real estate capital additions, such as computer software, computer equipment, and
furniture and fixtures and leasehold improvements to the Operating Partnership's property management offices and its corporate offices, was approximately $3.0 million.
Such additions to non-real estate property were funded from net cash provided by operating activities. Total additions to non-real estate property for the remainder of 2002 are
estimated at $3.8 million.

Total
distributions paid in April 2002 amounted to $147.3 million (excluding distributions on Partially Owned Properties), which included certain distributions declared in
the quarter ended March 31, 2002.

The
Operating Partnership expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing properties and certain
scheduled unsecured note and mortgage note repayments, generally through its working capital, net cash provided by operating activities and borrowings under its line of credit. The Operating
Partnership considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions. The Operating Partnership also expects to meet its
long-term liquidity requirements, such as scheduled unsecured note and mortgage debt maturities, property acquisitions, financing of construction and development activities and capital
improvements through the issuance of unsecured notes and equity securities including additional OP Units, and proceeds received from the disposition of certain properties. In addition, the Operating
Partnership has certain unencumbered properties available to secure additional mortgage borrowings in the event that the public capital markets are unavailable to the Operating Partnership or the cost
of alternative sources of capital to the Operating Partnership is too high. These unencumbered properties are in excess of the value of unencumbered properties the Operating Partnership must maintain
in order to comply with covenants under its unsecured notes and line of credit.

The
Operating Partnership has a revolving credit facility with potential borrowings of up to $700.0 million. As of May 7, 2002, no amounts were outstanding under this
facility. This credit facility is scheduled to expire in August 2002 and the Operating Partnership has begun the process of replacing its line of credit with a new line of credit, which it
believes will be on at least as favorable terms.

The
Operating Partnership provided a credit enhancement with respect to certain tax-exempt bonds issued to finance certain public improvements at a multifamily development
project. As of May 1, 2002, this enhancement was still in effect at a commitment amount of $12.7 million.

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Critical Accounting Policies and Estimates

The Operating Partnership's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States,
which require the Operating Partnership to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses, and the related disclosures. The Operating
Partnership believes that the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial
statements.

Impairment of Long-Lived Assets, Including Goodwill

The Operating Partnership periodically evaluates its long-lived assets, including its investments in real estate and goodwill, for impairment
indicators. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal factors. Future events could occur which
would cause the Operating Partnership to conclude that impairment indicators exist and an impairment loss is warranted.

Depreciation of Investment in Real Estate

The Operating Partnership depreciates the building component of its investment in real estate over a 30-year estimated useful life, building
improvements over a 5-year to 10-year estimated useful life and both the furniture, fixtures and equipment and replacements components over a 5-year estimated
useful life, all of which are judgmental determinations.

Fair Value of Financial Instruments, Including Derivative Instruments

The valuation of financial instruments under SFAS No. 107 and SFAS No. 133 requires the Operating Partnership to make estimates and judgments that
affect the fair value of the instruments. The Operating Partnership, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices
and third party quotes. Where these are not available, the Operating Partnership bases its estimates on other factors relevant to the financial instruments.

Stock Option Compensation

The Company has chosen to account for its stock option compensation in accordance with APB No. 25, which results in no compensation expense for options
issued with an exercise price equal to or exceeding market value of the Company's Common Shares on the date of grant, instead of Statement No. 123, which would result in compensation expense
being recorded based on the fair value of the stock option compensation issued. Any Common Shares issued pursuant to EQR's share option plan will result in the Operating Partnership issuing OP Units
to EQR on a one-for-one basis.

Adjusted Net Income

For the quarter ended March 31, 2002, Adjusted Net Income ("ANI") available to OP units decreased $10.6 million as compared to the quarter ended
March 31, 2001.

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The
following is a reconciliation of net income available to OP Units to ANI available to OP Units for the quarters ended March 31, 2002 and 2001:

Adjusted Net Income(Amounts in thousands)
(Unaudited)Quarter Ended March 31,2002

2001Net income available to OP Units

$
82,794

$
116,550Adjustments:Acquisition cost depreciation*


96,158


93,473Amortization of goodwill





933Acquisition cost depreciation accumulated on sold properties


(3,944
)

(26,199
)Extraordinary items


97


(311
)Cumulative effect of change in accounting principle





1,270ANI available to OP Units  basic**

$
175,105

$
185,716Depreciation for replacements and capital improvements

$
21,252

$
19,068




The
Operating Partnership believes that ANI is helpful to investors as a supplemental measure of the operating performance of a real estate company because, along with cash flows from
operating activities, financing activities and investing activities, it provides investors an understanding of the ability of the Operating Partnership to incur and service debt and to make capital
expenditures. ANI in and of itself does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative to net income as an
indication of the Operating Partnership's performance or to net cash flows from operating activities as determined by GAAP as a measure of liquidity and is not necessarily indicative of cash available
to fund cash needs. The Operating Partnership's calculation of ANI may differ from the methodology for calculating ANI utilized by other real estate companies and may differ, for example, due to
variations among the Operating Partnership's and other real estate companies' accounting policies for replacement type items and, accordingly, may not be comparable to such other real estate
companies.

Funds From Operations

For the quarter ended March 31, 2002, Funds From Operations ("FFO") available to OP Units decreased $0.1 million as compared to the quarter ended
March 31, 2001.

24

---

The
following is a reconciliation of net income available to OP Units to FFO available to OP Units for the quarters ended March 31, 2002 and 2001:

Funds from Operations(Amounts in thousands)
(Unaudited)Quarter Ended March 31,2002

2001Net income available to OP Units

$
82,794

$
116,550Adjustments:Depreciation/amortization


117,410


113,474Net gain on sales of discontinued operations


(2,816
)

(41,778
)Net gain on sales of unconsolidated entities


(5,657
)

Extraordinary items


97


(311
)Cumulative effect of change in accounting principle





1,270Impairment on technology investments


291


3,003FFO available to OP Units  basic*

$
192,119

$
192,208




The
Operating Partnership believes that FFO is helpful to investors as a supplemental measure of the operating performance of a real estate company because, along with cash flows from
operating activities, financing activities and investing activities, it provides investors an understanding of the ability of the Operating Partnership to incur and service debt and to make capital
expenditures. FFO in and of itself does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative to net income as an
indication of the Operating Partnership's performance or to net cash flows from operating activities as determined by GAAP as a measure of liquidity and is not necessarily indicative of cash available
to fund cash needs. The Operating Partnership's calculation of FFO may differ from the methodology for calculating FFO utilized by other real estate companies and may differ, for example, due to
variations among the Operating Partnership's and other real estate companies' accounting policies for replacement type items and, accordingly, may not be comparable to such other real estate
companies.

25

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There have been no new or significant developments related to the legal proceedings that were discussed in Part I, Item III of the Operating Partnership's
Form 10-K for the year ended December 31, 2001.

Item 6. Exhibits and Reports on Form 8-K



| | 10.1* |  | Compensation agreement between Bruce Duncan and the Company dated March 14, 2002.                                            
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------
| | 10.2* |  | Compensation agreement between Douglas Crocker II and the Company dated April 10, 2002, but effective as of January 16, 2002.
| | 12    |  | Computation of Ratio of Earnings to Combined Fixed Charges                                                                   

---



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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
behalf by the undersigned thereunto duly authorized.

|                   |  | ERP OPERATING LIMITED PARTNERSHIP
BY: EQUITY RESIDENTIAL PROPERTIES TRUST,
    ITS GENERAL PARTNER
|------------------ |  | --------------------------------------------------------------------------------------------------
|Date: May 14, 2002 |  | By:                                                                                               
|Date: May 14, 2002 |  | By:                                                                                               

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