---

---

FORM 10-Q

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 endedSEPTEMBER 30, 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                                                                             |  | 36-3894853                         
|------------------------------------------------------------------------------------ |  | -----------------------------------
|(State or Other Jurisdiction of Incorporation or Organization)                       |  | (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)

http://www.equityapartments.com(Registrant's web site)

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

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

|                                                           |                                                 | September 30,
2002                      |            | December 31,
2001 |           
|---------------------------------------------------------- | ----------------------------------------------- | --------------------------------------- | ---------- | ----------------- | ----------
|ASSETS                                                     |                                                 |                                         |            |                   |           
|Investment in real estate                                  |                                                 |                                         |            |                   |           
|                                                           | Land                                            |                                         | $          | 1,854,750         |           
|                                                           | Depreciable property                            |                                         |            | 11,228,526        |           
|                                                           | Construction in progress                        |                                         |            | 124,811           |           
|                                                           |                                                 |                                         |            |                   |           
|                                                           |                                                 |                                         | 13,208,087 |                   |           
|                                                           | Accumulated depreciation                        |                                         |            | (2,026,010        | )         
|                                                           |                                                 |                                         |            |                   |           
|Investment in real estate, net of accumulated depreciation |                                                 |                                         | 11,182,077 |                   |           
|Real estate held for disposition                           |                                                 |                                         |           |                   |           
|Cash and cash equivalents                                  |                                                 |                                         | 21,756     |                   |           
|Investments in unconsolidated entities                     |                                                 |                                         | 435,701    |                   |           
|Rents receivable                                           |                                                 |                                         | 2,951      |                   |           
|Deposits  restricted                                      |                                                 |                                         | 168,108    |                   |           
|Escrow deposits  mortgage                                 |                                                 |                                         | 58,343     |                   |           
|Deferred financing costs, net                              |                                                 |                                         | 32,881     |                   |           
|Rental furniture, net                                      |                                                 |                                         |           |                   |           
|Property and equipment, net                                |                                                 |                                         |           |                   |           
|Goodwill, net                                              |                                                 |                                         | 30,000     |                   |           
|Other assets                                               |                                                 |                                         | 66,379     |                   |           
|                                                           |                                                 |                                         |            |                   |           
|                                                           |                                                 | Total assets                            |            | $                 | 11,998,196
|                                                           |                                                 |                                         |            |                   |           
|LIABILITIES AND PARTNERS' CAPITAL                          |                                                 |                                         |            |                   |           
|Liabilities:                                               |                                                 |                                         |            |                   |           
|                                                           | Mortgage notes payable                          |                                         | $          | 3,088,798         |           
|                                                           | Notes, net                                      |                                         |            | 2,446,779         |           
|                                                           | Line of credit                                  |                                         |            | 35,000            |           
|                                                           | Accounts payable and accrued expenses           |                                         |            | 139,268           |           
|                                                           | Accrued interest payable                        |                                         |            | 67,725            |           
|                                                           | Rents received in advance and other liabilities |                                         |            | 71,037            |           
|                                                           | Security deposits                               |                                         |            | 46,250            |           
|                                                           | Distributions payable                           |                                         |            | 143,008           |           
|                                                           |                                                 |                                         |            |                   |           
|                                                           |                                                 | Total liabilities                       |            |                   | 6,037,865 
|                                                           |                                                 |                                         |            |                   |           
|Commitments and contingencies                              |                                                 |                                         |            |                   |           
|                                                           | Minority Interests  Partially Owned Properties |                                         |            | 10,568            |           
|                                                           |                                                 |                                         |            |                   |           
|Partners' capital:                                         |                                                 |                                         |            |                   |           
|                                                           | Preference Units                                |                                         |            | 946,544           |           
|                                                           | Preference Interests                            |                                         |            | 246,000           |           
|                                                           | Junior Preference Units                         |                                         |            | 5,846             |           
|                                                           | General Partner                                 |                                         |            | 4,464,081         |           
|                                                           | Limited Partners                                |                                         |            | 358,729           |           
|                                                           | Deferred compensation                           |                                         |            | (26,407           | )         
|                                                           | Accumulated other comprehensive loss            |                                         |            | (45,030           | )         
|                                                           |                                                 |                                         |            |                   |           
|                                                           |                                                 | Total partners' capital                 |            |                   | 5,949,763 
|                                                           |                                                 |                                         |            |                   |           
|                                                           |                                                 | Total liabilities and partners' capital |            | $                 | 11,998,196
|                                                           |                                                 |                                         |            |                   |           

See accompanying notes

2

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

|                                                                                                                                                                                                                                                                     |                                              | Nine Months Ended
September 30,          |         | Quarter Ended
September 30, |          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------- | ------- | --------------------------- | ---------
|
|REVENUES                                                                                                                                                                                                                                                             |                                              |                                          |         |                             |          
|                                                                                                                                                                                                                                                                     | Rental income                                |                                          | $       | 1,504,274                   |          
|                                                                                                                                                                                                                                                                     | Fee and asset management                     |                                          |         | 6,957                       |          
|                                                                                                                                                                                                                                                                     | Interest and other income                    |                                          |         | 11,551                      |          
|                                                                                                                                                                                                                                                                     | Interest incomeinvestment in mortgage notes |                                          |         |                            |          
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|                                                                                                                                                                                                                                                                     |                                              | Total revenues                           |         |                             | 1,522,782
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|EXPENSES                                                                                                                                                                                                                                                             |                                              |                                          |         |                             |          
|                                                                                                                                                                                                                                                                     | Property and maintenance                     |                                          |         | 390,241                     |          
|                                                                                                                                                                                                                                                                     | Real estate taxes and insurance              |                                          |         | 153,127                     |          
|                                                                                                                                                                                                                                                                     | Property management                          |                                          |         | 55,767                      |          
|                                                                                                                                                                                                                                                                     | Fee and asset management                     |                                          |         | 5,366                       |          
|                                                                                                                                                                                                                                                                     | Depreciation                                 |                                          |         | 348,947                     |          
|                                                                                                                                                                                                                                                                     | Interest:                                    |                                          |         |                             |          
|                                                                                                                                                                                                                                                                     |                                              | Expense incurred, net                    |         |                             | 255,693  
|                                                                                                                                                                                                                                                                     |                                              | Amortization of deferred financing costs |         |                             | 4,344    
|                                                                                                                                                                                                                                                                     | General and administrative                   |                                          |         | 33,000                      |          
|                                                                                                                                                                                                                                                                     | Impairment on corporate housing business     |                                          |         | 17,122                      |          
|                                                                                                                                                                                                                                                                     | Impairment on technology investments         |                                          |         | 872                         |          
|                                                                                                                                                                                                                                                                     | Amortization of goodwill                     |                                          |         |                            |          
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|                                                                                                                                                                                                                                                                     |                                              | Total expenses                           |         |                             | 1,264,479
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain (loss) on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative
effect of change in accounting principle |                                              |                                          | 258,303 |                             |          
|Allocation to Minority InterestsPartially Owned Properties                                                                                                                                                                                                          |                                              |                                          | (1,584  | )                           |          
|Income (loss) from investments in unconsolidated entities                                                                                                                                                                                                            |                                              |                                          | (1,746  | )                           |          
|Net gain (loss) on sales of unconsolidated entities                                                                                                                                                                                                                  |                                              |                                          | (626    | )                           |          
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Income before discontinued operations, extraordinary items and cumulative effect of change in accounting principle                                                                                                                                                   |                                              |                                          | 254,347 |                             |          
|Net gain on sales of discontinued operations                                                                                                                                                                                                                         |                                              |                                          | 61,209  |                             |          
|Discontinued operations, net                                                                                                                                                                                                                                         |                                              |                                          | 6,815   |                             |          
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Income before extraordinary items and cumulative effect of change in accounting principle                                                                                                                                                                            |                                              |                                          | 322,371 |                             |          
|Extraordinary items                                                                                                                                                                                                                                                  |                                              |                                          | (468    | )                           |          
|Cumulative effect of change in accounting principle                                                                                                                                                                                                                  |                                              |                                          |        |                             |          
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Net income                                                                                                                                                                                                                                                           |                                              | $                                        | 321,903 |                             | $        
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|ALLOCATION OF NET INCOME:                                                                                                                                                                                                                                            |                                              |                                          |         |                             |          
|Preference Units                                                                                                                                                                                                                                                     |                                              | $                                        | 57,568  |                             | $        
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Preference Interests                                                                                                                                                                                                                                                 |                                              | $                                        | 15,158  |                             | $        
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Junior Preference Units                                                                                                                                                                                                                                              |                                              | $                                        | 243     |                             | $        
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|General Partner                                                                                                                                                                                                                                                      |                                              | $                                        | 229,867 |                             | $        
|Limited Partners                                                                                                                                                                                                                                                     |                                              |                                          | 19,067  |                             |          
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Net income available to OP Units                                                                                                                                                                                                                                     |                                              | $                                        | 248,934 |                             | $        
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Net income per OP Unitbasic                                                                                                                                                                                                                                         |                                              | $                                        | 0.84    |                             | $        
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Net income per OP Unitdiluted                                                                                                                                                                                                                                       |                                              | $                                        | 0.83    |                             | $        
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Weighted average OP Units outstandingbasic                                                                                                                                                                                                                          |                                              |                                          | 295,483 |                             |          
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Weighted average OP Units outstandingdiluted                                                                                                                                                                                                                        |                                              |                                          | 298,690 |                             |          
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          
|Distributions declared per OP Unit outstanding                                                                                                                                                                                                                       |                                              | $                                        | 1.2975  |                             | $        
|                                                                                                                                                                                                                                                                     |                                              |                                          |         |                             |          

See accompanying notes

3

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

|                      |                      | Nine Months Ended
September 30,                           |                                                                   | Quarter Ended
September 30, | 
|--------------------- | -------------------- | --------------------------------------------------------- | ----------------------------------------------------------------- | --------------------------- | 
|
|Comprehensive income: |                      |                                                           |                                                                   |                             | 
|                      | Net income           |                                                           | $                                                                 | 321,903                     | 
|                      |                      | 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 |                                                           | $                                                                 | 309,913                     | 
|                      |                      |                                                           |                                                                   |                             | 

See accompanying notes

4

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

|                                                                                  |  | Nine Months Ended September 30, |         
|--------------------------------------------------------------------------------- |  | ------------------------------- | --------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                 |         
|Net income                                                                        |  | $                               | 321,903 
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                 |         
|Allocation to Minority Interests  Partially Owned Properties                     |  |                                 | 1,584   
|Cumulative effect of change in accounting principle                               |  |                                 |        
|Depreciation                                                                      |  |                                 | 353,206 
|Amortization of deferred financing costs                                          |  |                                 | 4,350   
|Amortization of discount on investment in mortgage notes                          |  |                                 |        
|Amortization of goodwill                                                          |  |                                 |        
|Amortization of discounts and premiums on debt                                    |  |                                 | (589    
|Amortization of deferred settlements on interest rate protection agreements       |  |                                 | (238    
|Impairment on corporate housing business                                          |  |                                 | 17,122  
|Impairment on furniture rental business                                           |  |                                 |        
|Impairment on technology investments                                              |  |                                 | 872     
|Loss (income) from investments in unconsolidated entities                         |  |                                 | 1,746   
|Net gain on sales of discontinued operations                                      |  |                                 | (61,209 
|Net loss (gain) on sales of unconsolidated entities                               |  |                                 | 626     
|Extraordinary items                                                               |  |                                 | 468     
|Unrealized loss (gain) on interest rate protection agreements                     |  |                                 | 383     
|Book value of furniture sales and rental buyouts                                  |  |                                 |        
|Compensation paid with Company Common Shares                                      |  |                                 | 15,158  
|Changes in assets and liabilities:                                                |  |                                 |         
|(Increase) in rents receivable                                                    |  |                                 | (551    
|Decrease in deposits  restricted                                                 |  |                                 | 8,186   
|Additions to rental furniture                                                     |  |                                 |        
|Decrease (increase) in other assets                                               |  |                                 | 11,849  
|Increase in accounts payable and accrued expenses                                 |  |                                 | 32,102  
|Increase in accrued interest payable                                              |  |                                 | 5,365   
|(Decrease) in rents received in advance and other liabilities                     |  |                                 | (579    
|(Decrease) increase in security deposits                                          |  |                                 | (1,037  
|                                                                                  |  |                                 |         
|Net cash provided by operating activities                                         |  |                                 | 710,717 
|                                                                                  |  |                                 |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                 |         
|Investment in real estate  acquisitions                                          |  |                                 | (232,097
|Investment in real estate  development                                           |  |                                 | (86,115 
|Improvements to real estate                                                       |  |                                 | (110,291
|Additions to non-real estate property                                             |  |                                 | (5,562  
|Interest capitalized for real estate under development                            |  |                                 | (6,952  
|Interest capitalized for unconsolidated entities under development                |  |                                 | (12,492 
|Proceeds from disposition of real estate, net                                     |  |                                 | 291,368 
|Proceeds from disposition of furniture rental business                            |  |                                 | 28,741  
|Proceeds from disposition of unconsolidated entities                              |  |                                 | 34,796  
|Proceeds from refinancing of unconsolidated entities                              |  |                                 | 4,375   
|Investments in unconsolidated entities                                            |  |                                 | (97,582 
|Distributions from unconsolidated entities                                        |  |                                 | 31,021  
|Decrease in deposits on real estate acquisitions, net                             |  |                                 | 42,046  
|Decrease (increase) in mortgage deposits                                          |  |                                 | 19,605  
|Business combinations, net of cash acquired                                       |  |                                 | (658    
|Consolidation of previously Unconsolidated Properties                             |  |                                 |        
|Investment in property and equipment                                              |  |                                 |        
|Principal receipts on investment in mortgage notes                                |  |                                 |        
|Other investing activities, net                                                   |  |                                 | 192     
|                                                                                  |  |                                 |         
|Net cash (used for) provided by investing activities                              |  |                                 | (99,605 
|                                                                                  |  |                                 |         

See accompanying notes

5

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

|                                                                                                       |                                                 | Nine Months Ended
September 30, |         
|------------------------------------------------------------------------------------------------------ | ----------------------------------------------- | ------------------------------- | --------
|
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                  |                                                 |                                 |         
|Loan and bond acquisition costs                                                                        |                                                 | $                               | (10,495 
|Mortgage notes payable:                                                                                |                                                 |                                 |         
|                                                                                                       | Proceeds                                        |                                 |         
|                                                                                                       | Lump sum payoffs                                |                                 |         
|                                                                                                       | Scheduled principal repayments                  |                                 |         
|                                                                                                       | Prepayment premiums/fees                        |                                 |         
|Notes, net:                                                                                            |                                                 |                                 |         
|                                                                                                       | Proceeds                                        |                                 |         
|                                                                                                       | Lump sum payoffs                                |                                 |         
|                                                                                                       | Scheduled principal repayments                  |                                 |         
|Line of credit:                                                                                        |                                                 |                                 |         
|                                                                                                       | Proceeds                                        |                                 |         
|                                                                                                       | Repayments                                      |                                 |         
|(Payments) from settlement of interest rate protection agreements                                      |                                                 |                                 | (1,534  
|Proceeds from sale of OP Units                                                                         |                                                 |                                 | 8,425   
|Proceeds from sale of Preference Interests                                                             |                                                 |                                 |        
|Proceeds from exercise of EQR options                                                                  |                                                 |                                 | 28,542  
|Redemption of Preference Units                                                                         |                                                 |                                 |        
|Payment of offering costs                                                                              |                                                 |                                 | (170    
|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                                                              |                                                 |                                 | 263     
|                                                                                                       |                                                 |                                 |         
|Net cash (used for) financing activities                                                               |                                                 |                                 | (640,959
|                                                                                                       |                                                 |                                 |         
|Net (decrease) increase in cash and cash equivalents                                                   |                                                 |                                 | (29,847 
|Cash and cash equivalents, beginning of period                                                         |                                                 |                                 | 51,603  
|                                                                                                       |                                                 |                                 |         
|Cash and cash equivalents, end of period                                                               |                                                 | $                               | 21,756  
|                                                                                                       |                                                 |                                 |         
|SUPPLEMENTAL INFORMATION:                                                                              |                                                 |                                 |         
|Cash paid during the period for interest                                                               |                                                 | $                               | 270,885 
|                                                                                                       |                                                 |                                 |         
|Mortgage loans assumed through real estate acquisitions                                                |                                                 | $                               | 14,000  
|                                                                                                       |                                                 |                                 |         
|Mortgage loans (assumed) by purchaser in real estate and furniture rental business dispositions        |                                                 | $                               | (8,840  
|                                                                                                       |                                                 |                                 |         
|Transfers to real estate held for disposition                                                          |                                                 | $                               |        
|                                                                                                       |                                                 |                                 |         
|Mortgage loans recorded as a result of consolidation of previously
Unconsolidated Properties           |                                                 | $                               |        
|                                                                                                       |                                                 |                                 |         
|Net (assets) liabilities recorded as a result of consolidation of previously Unconsolidated Properties |                                                 | $                               |        
|                                                                                                       |                                                 |                                 |         

See accompanying notes

6

---



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 ("EQR"). EQR is a Maryland real estate investment trust ("REIT") formed on March 31, 1993 and is a fully integrated real estate company engaged in the
acquisition, ownership, management and operation of multifamily properties.

EQR
is the general partner of, and as of September 30, 2002, owned an approximate 92.4% 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 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.

As
of September 30, 2002, the Operating Partnership owned or had interests in a portfolio of 1,059 multifamily properties containing 227,426 apartment units located in 36 states
consisting of the following:

Number of
Properties

Number of
UnitsWholly Owned Properties

934

197,354Partially Owned Properties (Consolidated)

36

6,931Unconsolidated Properties

89

23,141Total Properties

1,059

227,426


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 nine months ended September 30, 2002 are not necessarily indicative of the results that may
be expected for the year ending 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.

7

---

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.



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.

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 fiscal years beginning after December 15, 2001. The Operating
Partnership adopted the standard effective January 1, 2002. See Note 16 for further discussion.

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 units of limited partnership interest ("OP Units") for the nine
months ended September 30, 2002:

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

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

892,625Conversion of Series G Preference Units

70Conversion of Series H Preference Units

4,050Employee Share Purchase Plan

278,655Dividend ReinvestmentDRIP Plan

41,407Share PurchaseDRIP Plan

31,347Exercise of EQR options

1,385,584Restricted EQR share grants, net

900,000Issued to Limited Partners:Issuance through acquisitions

35,600Operating Partnership's OP Units outstanding at September 30,

298,387,904


The
limited partners of the Operating Partnership as of September 30, 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 7.6% ownership interest in ERPOP. Subject to applicable securities law restrictions, the Limited Partners may exchange their OP
Units for EQR Common Shares on a one-for-one basis.

8

---

EQR
contributes all net proceeds from its various equity offerings (including proceeds from exercise of options for EQR Common Shares) to the Operating Partnership. In return for those
contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of
preference units in ERPOP equal in number and having the same terms as the preferred shares issued in the equity offering).

The
following table presents the Operating Partnership's issued and outstanding "Preference Units" as of September 30, 2002 and December 31, 2001:

|                                                                                                                                                                                                        |  |   |          | Amounts in thousands
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | -------- | --------------------
|
|
|Preference Units:                                                                                                                                                                                       |  |   |          |                     
|91/8% Series B Cumulative Redeemable Preference Units; liquidation value $250 per unit; 500,000 units issued and outstanding at September 30, 2002 and December 31, 2001                                |  | $ | 22.81252 |                     
|91/8% Series C Cumulative Redeemable Preference Units; liquidation value $250 per unit; 460,000 units issued and outstanding at September 30, 2002 and December 31, 2001                                |  | $ | 22.81252 |                     
|8.60% Series D Cumulative Redeemable Preference Units; liquidation value $250 per unit; 700,000 units issued and outstanding at September 30, 2002 and December 31, 2001                                |  | $ | 21.50000 |                     
|7.00% Series E Cumulative Convertible Preference Units; liquidation value $25 per unit; 2,563,614 and 3,365,794 units issued and outstanding at September 30, 2002 and December 31, 2001, respectively  |  | $ | 1.75000  |                     
|71/4% Series G Convertible Cumulative Preference Units; liquidation value $250 per unit; 1,264,692 and 1,264,700 units issued and outstanding at September 30, 2002 and December 31, 2001, respectively |  | $ | 18.12500 |                     
|7.00% Series H Cumulative Convertible Preference Units, liquidation value $25 per unit; 51,228 and 54,027 units issued and outstanding at September 30, 2002 and December 31, 2001, respectively        |  | $ | 1.75000  |                     
|8.29% Series K Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at September 30, 2002 and December 31, 2001                               |  | $ | 4.14500  |                     
|7.625% Series L Cumulative Redeemable Preference Units; liquidation value $25 per unit; 4,000,000 units issued and outstanding at September 30, 2002 and December 31, 2001                              |  | $ | 1.90625  |                     
|                                                                                                                                                                                                        |  |   |          |                     
|                                                                                                                                                                                                        |  |   |          |                     
|                                                                                                                                                                                                        |  |   |          |                     

---

9

---

The following table presents the issued and outstanding "Preference Interests" as of September 30, 2002 and December 31, 2001:

|                                                                                                                                                                                     |  |   |        | Amounts in thousands
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | - | ------ | --------------------
|
|
|Preference Interests:                                                                                                                                                                |  |   |        |                     
|8.00% Series A Cumulative Redeemable Preference Interests; liquidation value $50 per unit; 800,000 units issued and outstanding at September 30, 2002 and December 31, 2001          |  | $ | 4.0000 |                     
|8.50% Series B Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,100,000 units issued and outstanding at September 30, 2002 and December 31, 2001            |  | $ | 4.2500 |                     
|8.50% Series C Cumulative Redeemable Preference Units; liquidation value $50 per unit; 220,000 units issued and outstanding at September 30, 2002 and December 31, 2001              |  | $ | 4.2500 |                     
|8.375% Series D Cumulative Redeemable Preference Units; liquidation value $50 per unit; 420,000 units issued and outstanding at September 30, 2002 and December 31, 2001             |  | $ | 4.1875 |                     
|8.50% Series E Cumulative Redeemable Preference Units; liquidation value $50 per unit; 1,000,000 units issued and outstanding at September 30, 2002 and December 31, 2001            |  | $ | 4.2500 |                     
|8.375% Series F Cumulative Redeemable Preference Units; liquidation value $50 per unit; 180,000 units issued and outstanding at September 30, 2002 and December 31, 2001             |  | $ | 4.1875 |                     
|7.875% Series G Cumulative Redeemable Preference Units; liquidation value $50 per unit; 510,000 units issued and outstanding at September 30, 2002 and December 31, 2001             |  | $ | 3.9375 |                     
|7.625% Series H Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 190,000 units issued and outstanding at September 30, 2002 and December 31, 2001 |  | $ | 3.8125 |                     
|7.625% Series I Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 270,000 units issued and outstanding at September 30, 2002 and December 31, 2001 |  | $ | 3.8125 |                     
|7.625% Series J Cumulative Convertible Redeemable Preference Units; liquidation value $50 per unit; 230,000 units issued and outstanding at September 30, 2002 and December 31, 2001 |  | $ | 3.8125 |                     
|                                                                                                                                                                                     |  |   |        |                     
|                                                                                                                                                                                     |  |   |        |                     
|                                                                                                                                                                                     |  |   |        |                     

---

10

---

The following table presents the Operating Partnership's issued and outstanding Junior Convertible Preference Units (the "Junior Preference Units") as of September 30, 2002 and
December 31, 2001:

|                                                                                                                                                               |  |   |         | Amounts in thousands
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- | --------------------
|
|
|Junior Preference Units:                                                                                                                                       |  |   |         |                     
|Series A Junior Convertible Preference Units; liquidation value $100 per unit; 56,616 units issued and outstanding at September 30, 2002 and December 31, 2001 |  | $ | 5.46934 |                     
|Series B Junior Convertible Preference Units; liquidation value $25 per unit; 7,367 units issued and outstanding at September 30, 2002 and December 31, 2001   |  | $ | 2.00000 |                     
|                                                                                                                                                               |  |   |         |                     
|                                                                                                                                                               |  |   |         |                     
|                                                                                                                                                               |  |   |         |                     

---

4.    Real Estate Acquisitions

During the nine months ended September 30, 2002, the Operating Partnership acquired the entire equity interest in the ten properties listed below from
unaffiliated parties, and one additional unit at an existing property, for a total purchase price of $245.4 million.

|Date Acquired |  | Property                    |  | Location               |  | Number of Units |  | Acquisition Price
(in thousands)
|------------- |  | --------------------------- |  | ---------------------- |  | --------------- |  | --------------------------------
|03/28/02      |  | Isles at Sawgrass           |  | Sunrise, FL            |  | 368             |  | $                               
|04/24/02      |  | Center Pointe               |  | Beaverton, OR          |  | 264             |  |                                 
|04/30/02      |  | Mira Flores                 |  | Palm Beach Gardens, FL |  | 352             |  |                                 
|05/15/02      |  | Gramercy Park               |  | Houston, TX            |  | 384             |  |                                 
|05/31/02      |  | Enclave at Winston Park     |  | Coconut Creek, FL      |  | 278             |  |                                 
|05/31/02      |  | St. Andrews at Winston Park |  | Coconut Creek, FL      |  | 284             |  |                                 
|06/21/02      |  | Westside Villas VII         |  | Los Angeles, CA        |  | 53              |  |                                 
|07/17/02      |  | Savannah Lakes              |  | Boynton Beach, FL      |  | 466             |  |                                 
|08/01/02      |  | Cove at Fisher's Landing    |  | Vancouver, WA          |  | 253             |  |                                 
|08/08/02      |  | Avon Place (condo unit)     |  | Avon, CT               |  | 1               |  |                                 
|08/09/02      |  | Montevista                  |  | Dallas, TX             |  | 350             |  |                                 
|              |  |                             |  |                        |  |                 |  |                                 
|              |  |                             |  |                        |  | 3,053           |  | $                               
|              |  |                             |  |                        |  |                 |  |                                 

11

---

5.    Real Estate Dispositions

During the nine months ended September 30, 2002, the Operating Partnership disposed of the thirty-five properties listed below to unaffiliated
parties. The Operating Partnership recognized a net gain on sales of discontinued operations of approximately $61.2 million and a net loss on sales of unconsolidated entities of approximately
$0.6 million.

|Date Disposed |  | Property                  |  | Location          |  | Number
of Units |  | Disposition
Price
(in thousands)
|------------- |  | ------------------------- |  | ----------------- |  | --------------- |  | --------------------------------
|01/17/02      |  | Ravenwood                 |  | Mauldin, SC       |  | 82              |  | $                               
|01/24/02      |  | Larkspur I & II           |  | Moraine, OH       |  | 45              |  |                                 
|01/31/02      |  | Springwood II             |  | Austintown, OH    |  | 43              |  |                                 
|02/21/02      |  | Scottsdale Courtyards     |  | Scottsdale, AZ    |  | 274             |  |                                 
|04/11/02      |  | Applegate                 |  | Lordstown, OH     |  | 39              |  |                                 
|04/11/02      |  | Applerun                  |  | Warren, OH        |  | 48              |  |                                 
|04/11/02      |  | Brunswick                 |  | Cortland, OH      |  | 59              |  |                                 
|05/01/02      |  | The Landings              |  | Memphis, TN       |  | 292             |  |                                 
|05/03/02      |  | Waterbury                 |  | Clarksville, TN   |  | 54              |  |                                 
|05/09/02      |  | Arboretum                 |  | Tucson, AZ        |  | 496             |  |                                 
|05/09/02      |  | Orange Grove Village      |  | Tucson, AZ        |  | 400             |  |                                 
|05/09/02      |  | Village at Tanque Verde   |  | Tucson, AZ        |  | 217             |  |                                 
|05/14/02      |  | Canyon Crest Views        |  | Riverside, CA     |  | 178             |  |                                 
|05/14/02      |  | Merrimac Woods            |  | Costa Mesa, CA    |  | 123             |  |                                 
|05/14/02      |  | Sierra Canyon             |  | Santa Clarita, CA |  | 232             |  |                                 
|05/15/02      |  | Meadowood                 |  | Wellsville, OH    |  | 40              |  |                                 
|05/23/02      |  | Pine Meadow               |  | Greensboro, NC    |  | 204             |  |                                 
|05/23/02      |  | Palms at South Shore      |  | League City, TX   |  | 240             |  |                                 
|05/31/02      |  | California Gardens        |  | Jacksonville, FL  |  | 71              |  |                                 
|05/31/02      |  | Westcreek                 |  | Jacksonville, FL  |  | 86              |  |                                 
|06/19/02      |  | Apple Run                 |  | Hillsdale, MI     |  | 39              |  |                                 
|07/02/02      |  | Cedar Ridge               |  | Arlington, TX     |  | 121             |  |                                 
|07/02/02      |  | Fielder Crossing          |  | Arlington, TX     |  | 119             |  |                                 
|07/09/02      |  | Vacant Land               |  | Detroit, MI       |  |                |  |                                 
|07/11/02      |  | Stonehenge                |  | Tecumseh, MI      |  | 48              |  |                                 
|07/11/02      |  | Ashgrove                  |  | Marshall, MI      |  | 51              |  |                                 
|07/12/02      |  | Mill Village              |  | Randolph, MA      |  | 311             |  |                                 
|07/18/02      |  | Meadowood I               |  | Jackson, MI       |  | 47              |  |                                 
|07/24/02      |  | Mountain Run              |  | Albuquerque, NM   |  | 472             |  |                                 
|07/30/02      |  | Celebration at Westchase  |  | Houston, TX       |  | 367             |  |                                 
|07/30/02      |  | Pleasant Ridge            |  | Arlington, TX     |  | 63              |  |                                 
|07/31/02      |  | Cedargate I & II          |  | Bowling Green, KY |  | 117             |  |                                 
|08/15/02      |  | The Cedars                |  | Charlotte, NC     |  | 360             |  |                                 
|08/29/02      |  | Bourbon Square (Retail)   |  | Palatine, IL      |  |                |  |                                 
|09/30/02      |  | River Bend                |  | Tampa, FL         |  | 296             |  |                                 
|Various       |  | Four Lakes Condo Units    |  | Lisle, IL         |  | 77              |  |                                 
|              |  |                           |  |                   |  |                 |  |                                 
|              |  | Wholly Owned Properties   |  |                   |  | 5,711           |  |                                 
|              |  |                           |  |                   |  |                 |  |                                 
|01/31/02      |  | Mount Laurel Crossing*    |  | Mt. Laurel, NJ    |  | 296             |  |                                 
|04/23/02      |  | Foxton*                   |  | Seymour, IN       |  | 39              |  |                                 
|08/13/02      |  | Chase Knolls*             |  | Los Angeles, CA   |  |                |  |                                 
|              |  |                           |  |                   |  |                 |  |                                 
|              |  | Unconsolidated Properties |  |                   |  | 335             |  |                                 
|              |  |                           |  |                   |  |                 |  |                                 
|Total         |  |                           |  |                   |  | 6,046           |  | $                               
|              |  |                           |  |                   |  |                 |  |                                 

---

12

---

6.    Commitments to Acquire/Dispose of Real Estate

As of September 30, 2002, the Operating Partnership had entered into separate agreements to acquire two multifamily properties containing 581 units from
unaffiliated parties. The Operating Partnership expects a combined purchase price of approximately $44.5 million, including the assumption of mortgage indebtedness of approximately $18.4 million.

As
of September 30, 2002, in addition to the properties that were subsequently disposed of as discussed in Note 18, the Operating Partnership had entered into separate agreements to
dispose of seventeen multifamily properties containing 3,338 units to unaffiliated parties. The Operating Partnership expects a combined disposition price of approximately $148.9 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 agreements with third party companies. The following table summarizes the Operating Partnership's investments
in unconsolidated entities as of September 30, 2002 (amounts in thousands except for project and unit amounts):

Institutional
Joint Ventures

Stabilized
Development
Projects (1)

Projects Under
Development

Lexford/
Other

TotalsTotal projects


45


13


15


26


99
(2)Total units


10,846


4,116


4,445


3,313


22,720
(2)ERPOP's percentage ownership of outstanding debt


25.0
%

97.4
%

100.0
%

21.1
%ERPOP's share of outstanding debt (4)

$
121,200

$
335,810

$
317,898
(3)
$
14,702

$
789,610


---

Investments
in unconsolidated entities include the Unconsolidated Properties as well as various development properties under construction or pending construction. 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 4.5% to 57.0% at September 30, 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

13

---

entity. Prior to the project being completed, the Operating Partnership capitalizes 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 nine months ended
September 30, 2002 and 2001, the Operating Partnership capitalized $12.5 million and $14.4 million, respectively, in interest cost related to its unconsolidated development projects (which reduced
interest expense incurred in the consolidated statements of operations).

The
Operating Partnership generally contributes between 25% and 35% of the project cost of the unconsolidated projects under development, with the remaining cost financed through
third-party construction mortgages.

8.    DepositsRestricted

As of September 30, 2002, deposits-restricted totaled $168.1 million and primarily included the following:



9.    Mortgage Notes Payable

As of September 30, 2002, the Operating Partnership had outstanding mortgage indebtedness of approximately $3.1 billion.

During
the nine months ended September 30, 2002, the Operating Partnership:



As
of September 30, 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 1.55% to 12.465% at September 30, 2002. During the nine months ended September 30, 2002, the weighted average interest rate was 6.37%.

10.  Notes

As of September 30, 2002, the Operating Partnership had outstanding unsecured notes of approximately $2.4 billion.

During
the nine months ended September 30, 2002, the Operating Partnership:



14

---



As
of September 30, 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 7.75% at September 30, 2002. During the nine months ended September 30, 2002, the weighted average interest rate was 6.47%.

11.  Line of Credit

On May 30, 2002, the Operating Partnership obtained a new three-year $700.0 million unsecured revolving credit facility maturing May 29, 2005. The new line of
credit replaced the Operating Partnership's $700.0 million unsecured revolving credit facility that was scheduled to expire in August 2002. The prior existing revolving credit facility was terminated
upon the closing of the new facility. Advances under the new credit facility bear interest at variable rates based upon LIBOR at various interest periods, plus a spread dependent upon the Operating
Partnership's credit rating, or based upon bids received from the lending group. As of September 30, 2002, $35.0 million was outstanding and $83.3 million was restricted (dedicated to support letters
of credit and not available for borrowing) on the line of credit. During the nine months ended September 30, 2002, the weighted average interest rate on borrowings under the former and new lines of
credit was 2.49%.

12.  Derivative Instruments and Hedging Activities

The following table summarizes the Operating Partnership's consolidated derivative instruments and hedging activities at September 30, 2002 (amounts are in
thousands):

|                            |  | Cash Flow
Hedges |         | Fair Value
Hedges |   | Forward Starting Swaps |   | Offsetting
Receive Floating
Swaps/Caps |         | Offsetting Pay
Floating
Swaps/Caps |  
|--------------------------- |  | ---------------- | ------- | ----------------- | - | ---------------------- | - | -------------------------------------- | ------- | ---------------------------------- | -
|Current Notional Balance    |  | $                | 400,000 |                   | $ | 220,000                |   | $                                      | 250,000 |                                    | $
|Lowest Possible Notional    |  | $                | 400,000 |                   | $ | 220,000                |   | $                                      | 250,000 |                                    | $
|Highest Possible Notional   |  | $                | 400,000 |                   | $ | 220,000                |   | $                                      | 250,000 |                                    | $
|Lowest Interest Rate        |  |                  | 3.65125 | %                 |   | 5.33250                | % |                                        | 5.06375 | %                                  |  
|Highest Interest Rate       |  |                  | 5.81000 | %                 |   | 7.25000                | % |                                        | 5.42600 | %                                  |  
|Earliest Maturity Date      |  |                  | 2003    |                   |   | 2005                   |   |                                        | 2013    |                                    |  
|Latest Maturity Date        |  |                  | 2005    |                   |   | 2011                   |   |                                        | 2013    |                                    |  
|Estimated Asset (Liability) |  |                  |         |                   |   |                        |   |                                        |         |                                    |  
|Fair Value                  |  | $                | (16,244 | )                 | $ | 16,567                 |   | $                                      | (9,174  | )                                  | $

At September 30, 2002, certain unconsolidated development partnerships in which the Operating Partnership 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 hedges on its consolidated balance
sheets. These swaps have been designated as cash flow hedges with a current aggregate notional amount of $427.7 million (notional amounts range from $166.5 million to $552.4 million over the terms of
the swaps) at interest rates ranging from 2.25% to 6.94% maturing at various dates ranging from 2003 to 2005 with a net liability fair value of $15.0 million. During the nine months ended September
30, 2002, the Operating Partnership recognized an unrealized loss of $0.8 million due to ineffectiveness of certain of these unconsolidated development derivatives (included in income (loss) from
investments in unconsolidated entities).

On
September 30, 2002, the net derivative instruments were reported at their fair value as other liabilities of approximately $9.0 million and as a reduction to investments in
unconsolidated entities of approximately $15.0 million. As of September 30, 2002, there were approximately $44.2 million in deferred losses, net, included in accumulated other comprehensive loss.
Based on the estimated fair values of the net derivative instruments at September 30, 2002, the Operating Partnership may recognize an estimated $19.3 million of accumulated other comprehensive loss
as additional interest expense during the twelve months ending September 30, 2003, of which $8.0 million is related to the unconsolidated development partnerships.

15

---

13.  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:

|                                                                                                                                                                                                                                                                                                                           |                                                                                                               | Nine Months Ended
September 30, |         | Quarter Ended
September 30, |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ------------------------------- | ------- | --------------------------- | -
|
|
|Numerator:                                                                                                                                                                                                                                                                                                                 |                                                                                                               |                                 |         |                             |  
|Income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain (loss) on sales of unconsolidated entities, discontinued operations, extraordinary items, cumulative effect
of change in accounting principle and allocation to preference unit/interest distributions |                                                                                                               | $                               | 258,303 |                             | $
|                                                                                                                                                                                                                                                                                                                           | Allocation to Minority InterestsPartially Owned Properties                                                   |                                 |         | (1,584                      | )
|                                                                                                                                                                                                                                                                                                                           | Income (loss) from investments in unconsolidated entities                                                     |                                 |         | (1,746                      | )
|                                                                                                                                                                                                                                                                                                                           | Allocation to Preference Units                                                                                |                                 |         | (57,568                     | )
|                                                                                                                                                                                                                                                                                                                           | Allocation to Preference Interests                                                                            |                                 |         | (15,158                     | )
|                                                                                                                                                                                                                                                                                                                           | Allocation to Junior Preference Units                                                                         |                                 |         | (243                        | )
|                                                                                                                                                                                                                                                                                                                           |                                                                                                               |                                 |         |                             |  
|Income before net gain (loss) on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle                                                                                                                                                    |                                                                                                               |                                 | 182,004 |                             |  
|Net gain (loss) on sales of unconsolidated entities                                                                                                                                                                                                                                                                        |                                                                                                               |                                 | (626    | )                           |  
|Net gain on sales of discontinued operations                                                                                                                                                                                                                                                                               |                                                                                                               |                                 | 61,209  |                             |  
|Discontinued operations, net                                                                                                                                                                                                                                                                                               |                                                                                                               |                                 | 6,815   |                             |  
|Extraordinary items                                                                                                                                                                                                                                                                                                        |                                                                                                               |                                 | (468    | )                           |  
|Cumulative effect of change in accounting principle                                                                                                                                                                                                                                                                        |                                                                                                               |                                 |        |                             |  
|                                                                                                                                                                                                                                                                                                                           |                                                                                                               |                                 |         |                             |  
|Numerator for net income per OP Unitbasic                                                                                                                                                                                                                                                                                 |                                                                                                               |                                 | 248,934 |                             |  
|Effect of dilutive securities:                                                                                                                                                                                                                                                                                             |                                                                                                               |                                 |         |                             |  
|                                                                                                                                                                                                                                                                                                                           | Distributions on convertible preference units/interests                                                       |                                 |         |                            |  
|                                                                                                                                                                                                                                                                                                                           |                                                                                                               |                                 |         |                             |  
|Numerator for net income per OP Unitdiluted                                                                                                                                                                                                                                                                               |                                                                                                               | $                               | 248,934 |                             | $
|                                                                                                                                                                                                                                                                                                                           |                                                                                                               |                                 |         |                             |  
|Denominator:                                                                                                                                                                                                                                                                                                               |                                                                                                               |                                 |         |                             |  
|Denominator for net income per OP Unitbasic                                                                                                                                                                                                                                                                               |                                                                                                               |                                 | 295,483 |                             |  
|Effect of dilutive securities:                                                                                                                                                                                                                                                                                             |                                                                                                               |                                 |         |                             |  
|                                                                                                                                                                                                                                                                                                                           | Convertible preference units/interests                                                                        |                                 |         |                            |  
|                                                                                                                                                                                                                                                                                                                           | Dilution for OP Units issuable upon assumed exercise/vesting of the Company's share options/restricted shares |                                 |         | 3,207                       |  
|                                                                                                                                                                                                                                                                                                                           |                                                                                                               |                                 |         |                             |  
|Denominator for net income per OP Unitdiluted                                                                                                                                                                                                                                                                             |                                                                                                               |                                 | 298,690 |                             |  
|                                                                                                                                                                                                                                                                                                                           |                                                                                                               |                                 |         |                             |  
|Net income per OP Unitbasic                                                                                                                                                                                                                                                                                               |                                                                                                               | $                               | 0.84    |                             | $
|                                                                                                                                                                                                                                                                                                                           |                                                                                                               |                                 |         |                             |  
|Net income per OP Unitdiluted                                                                                                                                                                                                                                                                                             |                                                                                                               | $                               | 0.83    |                             | $
|                                                                                                                                                                                                                                                                                                                           |                                                                                                               |                                 |         |                             |  

16

---



|                                                                                                                                                                                            |  | Nine Months Ended
September 30, |      | Quarter Ended
September 30, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ---- | --------------------------- | -
|
|
|Net income per OP Unitbasic:                                                                                                                                                               |  |                                 |      |                             |  
|Income before net gain (loss) on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle per OP Unitbasic   |  | $                               | 0.61 |                             | $
|Net gain (loss) on sales of unconsolidated entities                                                                                                                                         |  |                                 |     |                             |  
|Net gain on sales of discontinued operations                                                                                                                                                |  |                                 | 0.21 |                             |  
|Discontinued operations, net                                                                                                                                                                |  |                                 | 0.02 |                             |  
|Extraordinary items                                                                                                                                                                         |  |                                 |     |                             |  
|Cumulative effect of change in accounting principle                                                                                                                                         |  |                                 |     |                             |  
|                                                                                                                                                                                            |  |                                 |      |                             |  
|Net income per OP Unitbasic                                                                                                                                                                |  | $                               | 0.84 |                             | $
|                                                                                                                                                                                            |  |                                 |      |                             |  
|Net income per OP Unitdiluted:                                                                                                                                                             |  |                                 |      |                             |  
|Income before net gain (loss) on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle per OP Unitdiluted |  | $                               | 0.61 |                             | $
|Net gain (loss) on sales of unconsolidated entities                                                                                                                                         |  |                                 |     |                             |  
|Net gain on sales of discontinued operations                                                                                                                                                |  |                                 | 0.20 |                             |  
|Discontinued operations, net                                                                                                                                                                |  |                                 | 0.02 |                             |  
|Extraordinary items                                                                                                                                                                         |  |                                 |     |                             |  
|Cumulative effect of change in accounting principle                                                                                                                                         |  |                                 |     |                             |  
|                                                                                                                                                                                            |  |                                 |      |                             |  
|Net income per OP Unitdiluted                                                                                                                                                              |  | $                               | 0.83 |                             | $

Convertible preference units/interests that could be converted into 15,461,855 and 15,322,607 weighted average Common Shares (which would be contributed to the Operating
Partnership in exchange for OP Units) for the nine months ended September 30, 2002 and 2001, respectively, and 15,095,576 and 15,626,902 weighted average Common Shares for the quarters ended September
30, 2002 and 2001, respectively, were outstanding but were not included in the computation of diluted earnings per OP Unit because the effects would be anti-dilutive.

On October 11, 2001, the Operating Partnership effected a two-for-one split of its OP Units to unitholders of record as of September 21, 2001. All per OP Unit data and numbers
of OP Units have been retroactively adjusted to reflect the OP Unit split.

14.  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.

17

---

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.

The
components of discontinued operations for the nine months and quarters ended September 30, 2002 and 2001, respectively, are outlined below and include the results of operations
through the date of each respective sale for the nine months and quarter ended September 30, 2002 and a full nine months and quarter of operations for the nine months and quarter ended September 30,
2001, for the following:



|                             |                                          | Nine Months Ended
September 30, |       | Quarter Ended
September 30, |       
|---------------------------- | ---------------------------------------- | ------------------------------- | ----- | --------------------------- | ------
|
|
|REVENUES                     |                                          |                                 |       |                             |       
|                             | Rental income                            |                                 | $     | 19,759                      |       
|                             | Interest and other income                |                                 |       | 1                           |       
|                             | Furniture income                         |                                 |       | 1,361                       |       
|                             |                                          |                                 |       |                             |       
|                             |                                          | Total revenues                  |       |                             | 21,121
|                             |                                          |                                 |       |                             |       
|EXPENSES                     |                                          |                                 |       |                             |       
|                             | Property and maintenance                 |                                 |       | 6,191                       |       
|                             | Real estate taxes and insurance          |                                 |       | 2,001                       |       
|                             | Depreciation                             |                                 |       | 4,259                       |       
|                             | Interest expense incurred, net           |                                 |       | 546                         |       
|                             | Amortization of deferred financing costs |                                 |       | 6                           |       
|                             | Amortization of goodwill                 |                                 |       |                            |       
|                             | Impairment on furniture rental business  |                                 |       |                            |       
|                             | Furniture expenses                       |                                 |       | 1,303                       |       
|                             |                                          |                                 |       |                             |       
|                             |                                          | Total expenses                  |       |                             | 14,306
|                             |                                          |                                 |       |                             |       
|Discontinued operations, net |                                          | $                               | 6,815 |                             | $     
|                             |                                          |                                 |       |                             |       

15.  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.

18

---

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 stage and the agreements with multifamily residential real estate developers, the Operating Partnership funded a net total of
$65.1 million during the nine months ended September 30, 2002. In connection with one development agreement, the Operating Partnership has an obligation to fund up to an additional $9.5 million to
guarantee third
party construction financing. As of September 30, 2002, the Operating Partnership has 17 projects in various stages of development (includes two consolidated projects) with estimated completion dates
ranging through March 31, 2004.

For
one development agreement, the Operating Partnership's 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 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 agreement, the Operating Partnership's partner has the right, at any time following completion of a project, to require the Operating Partnership to purchase
the partners' interest in that project at a mutually agreeable price. If the Operating Partnership and the 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 its 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 its 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
September 30, 2002, this enhancement was still in effect at a commitment amount of $12.7 million.

16.  Asset Impairment

For the nine months ended September 30, 2002 and 2001, the Operating Partnership recorded approximately $0.9 million and $8.0 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. 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.

For
the nine months ended September 30, 2002, the Operating Partnership recorded approximately $17.1 million of asset impairment charges related to its corporate housing business.
Following the guidance in SFAS No. 142, these charges were the result of the Operating Partnership's decision to reduce the carrying value of its corporate housing business to $30.0 million, given the
continued weakness in the economy and management's expectations for near-term performance. This impairment loss is reflected on the consolidated statements of operations as impairment on corporate
housing business and on the consolidated balance sheets as a reduction in goodwill, net.

As
of September 30, 2001, the Operating Partnership recorded $60.0 million of asset impairment charges related to its furniture rental business. These charges were the result of a review
of the existing

19

---

intangible and tangible assets reflected on the consolidated balance sheet as of September 30, 2001. The Operating Partnership reviewed the current net book value taking into consideration existing
business and economic conditions as well as projected operating cash flows. The impairment loss is reflected on the income statement in discontinued operations, net, and includes the write-down of the
following assets: a) goodwill of approximately $26.0 million; b) rental furniture, net of approximately $28.6 million; c) property and equipment, net of approximately $4.5 million; and d) other assets
of approximately $0.9 million.

17.  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 comprised
approximately 98.8% and 97.9% of total revenues for the nine months ended September 30, 2002, and 2001, respectively, and approximately 99.0% and 98.5% of total revenues for the quarters ended
September 30, 2002 and 2001, respectively. The Operating Partnership's rental real estate segment comprised approximately 99.7% and 99.4% of total assets at September 30, 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 $905.1 million and $916.2 million for the nine months ended September 30,
2002 and 2001, respectively, and approximately $297.5 million and $312.6 million for the quarters ended September 30, 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 the Operating Partnership
considers.

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

18.  Subsequent Events/Other

During the nine months ended September 30, 2002, the Operating Partnership entered into an agreement with the U.S. Army with an initial cash investment of $10.0
million and assumed management of 3,637 multifamily units at Fort Lewis, Washington.

Subsequent
to September 30, 2002 and through November 4, 2002, the Operating Partnership:



20

---



21

---





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.
Forward-looking statements and related uncertainties are also included in Note 6 to the Notes to Consolidated Financial Statements in this report.

22

---

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
$ MillionsAt December 31, 2000

1,104

227,704Q1/Q2/Q3 2001 Acquisitions

11

2,657

$
288.0Q1/Q2/Q3 2001 Dispositions

(38
)
(6,241
)
$
298.5Q1/Q2/Q3 2001 Completed Developments

4

1,470At September 30, 2001

1,081

225,590Q4 2001 Acquisitions

3

766

$
100.1Q4 2001 Dispositions

(11
)
(2,566
)
$
118.4Q4 2001 Completed Developments

3

1,035Q4 2001 Unit Configuration Changes



(24
)At December 31, 2001

1,076

224,801Q1/Q2/Q3 2002 Acquisitions

10

3,053

$
245.4Q2 2002 Fort Lewis

1

3,637Q1/Q2/Q3 2002 Dispositions

(35
)
(6,046
)
$
338.9Q1/Q2/Q3 2002 Completed Developments

7

1,966Q1/Q2/Q3 2002 Unit Configuration Changes



15At September 30, 2002

1,059

227,426


The
Operating Partnership's acquisition and disposition activity has impacted overall results of operations for the nine months and quarters ended September 30, 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 furniture rental business on
January 11, 2002, reduced rental income through increased concessions or reduced apartment rents at selected properties as well as the properties acquired and developments completed in 2001 and 2002,
which have been partially offset by the properties disposed in 2001 and 2002. Significant changes in expenses have also resulted from changes in insurance costs, general and administrative costs,
impairment charges and variable interest rates. This impact is discussed in greater detail in the following paragraphs.

Properties
that the Operating Partnership owned for all of both the nine month periods ended September 30, 2002 and September 30, 2001 (the "Nine-Month 2002 Same Store Properties"),
which
represented 191,940 units, and properties that the Operating Partnership owned for all of both the quarters ended September 30, 2002 and September 30, 2001 (the "Third Quarter 2002 Same Store
Properties"), which represented 197,852 units, also impacted the Operating Partnership's results of operations. Both the Nine-Month 2002 Same Store Properties and Third Quarter 2002 Same Store
Properties are discussed in the following paragraphs.

Comparison of the nine months ended September 30, 2002 to the nine months ended September 30, 2001

For the nine months ended September 30, 2002, income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain
(loss) on sales of unconsolidated entities, discontinued operations, extraordinary items and cumulative effect of change in accounting principle decreased by approximately $46.5 million when compared
to the nine months ended September 30, 2001.

23

---

Revenues
from the Nine-Month 2002 Same Store Properties decreased primarily as a result of lower overall physical occupancy, increased concessions and lower rental rates charged new
residents. Property operating expenses from the Nine-Month 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 a decrease in utility costs. The following tables provide comparative revenue, expense, net
operating income ("NOI") and weighted average occupancy for the Nine-Month 2002 Same Store Properties:

September 30, 2002 Year-to-Date "Same Store" Results

$ in Millions191,940 "Same Store" UnitsDescription

Revenues

Expenses

NOIYTD 2002

$
1,356.7

$
506.5

$
850.2YTD 2001

$
1,386.5

$
503.9

$
882.6Change

$
(29.8
)
$
2.6

$
(32.4
)% Change


(2.1
%)

0.5
%

(3.7
%)


"Same Store" Occupancy Statistics

YTD 2002

93.87
%YTD 2001

94.59
%Change

(0.72
%)


For
properties that the Operating Partnership acquired prior to January 1, 2001 and expects to continue to own through December 31, 2002, the Operating Partnership anticipates the
following operating assumptions for the year ending December 31, 2002:

2002 "Same Store" Operating Assumptions

Physical Occupancy

93.0%Revenue Change

(2.6%)Expense Change

0.8%NOI Change

(4.5%)Dispositions

$450 million


For
properties that the Operating Partnership acquired prior to January 1, 2002 and expects to continue to own through December 31, 2003, the Operating Partnership anticipates the
following operating assumptions for the year ending December 31, 2003:

2003 "Same Store" Operating Assumptions

Physical Occupancy

93.0%Revenue Change

(3.9%) to (1.4%)Expense Change

2.1% to 4.4%NOI Change

(9.2%) to (3.7%)Dispositions

$700 million


These
2002 and 2003 operating assumptions are based on current expectations and are forward-looking.

Rental
income from properties other than Nine-Month 2002 Same Store Properties increased by approximately $10.4 million primarily as a result of revenue from properties the Operating
Partnership

24

---

acquired in 2001 and 2002 and additional Partially Owned Properties that the Operating Partnership consolidated in 2001.

Interest
and other income decreased by approximately $6.1 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 along with lower balances on deposit in tax-deferred exchange accounts.

Interest
incomeinvestment in mortgage notes decreased by $8.8 million as a result of the Operating Partnership consolidating previously Unconsolidated Properties in July
2001. No additional interest income will be recognized on such mortgage notes in future years as the Operating Partnership now consolidates the results related to these previously Unconsolidated
Properties.

Property
management expenses include off-site expenses associated with the self-management of the Operating Partnership's properties. These expenses decreased by approximately $0.5
million or 0.1%. This decrease is primarily attributable to lower expected levels of employee bonus and profit sharing payments for 2002.

Fee
and asset management revenues, net of fee and asset management expenses, increased by $1.1 million as a result of the Operating Partnership managing an additional 3,637 units at Fort
Lewis, Washington starting in April 2002. As of September 30, 2002 and 2001, the Operating Partnership managed 20,142 units and 15,948 units, respectively, for third parties and unconsolidated
entities.

The
Operating Partnership recorded impairment charges in 2002 on its corporate housing business and its technology investments of approximately $17.1 million and $0.9 million,
respectively. See Note 16 in the Notes to Consolidated Financial Statements for further discussion.

Interest
expense, including amortization of deferred financing costs, decreased approximately $11.9 million primarily due to lower variable interest rates. During the nine months ended
September 30, 2002, the Operating Partnership capitalized interest costs of approximately $19.4 million as compared to $21.0 million for the nine months ended September 30, 2001. This capitalization
of interest primarily related to investments in unconsolidated entities engaged in development activities. The effective interest cost on all of the Operating Partnership's indebtedness for the nine
months ended September 30, 2002 was 6.60% as compared to 7.00% for the nine months ended September 30, 2001.

General
and administrative expenses, which include corporate operating expenses, increased approximately $9.4 million between the nine months under comparison. This increase was
primarily due to higher state income taxes in Michigan and New Jersey, income taxes incurred at one of the Operating Partnership's taxable REIT subsidiaries which has an ownership interest in
properties that in prior periods were classified as Unconsolidated Properties, retirement plan expenses for certain key executives, EQR restricted shares/awards granted to key employees and additional
compensation charges and costs associated with EQR's new President.

Income
(loss) from investments in unconsolidated entities decreased approximately $3.6 million between the periods under comparison. This decrease is primarily the result of increased
equity losses and unrealized losses on derivative instruments.

Net
gain on sales of discontinued operations decreased approximately $38.6 million between the periods under comparison. This decrease is primarily the result of approximately 3,200
fewer number of units sold during the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001 (includes approximately 3,000 units sold into a joint venture in
February 2001).



For the quarter ended September 30, 2002, income before allocation to Minority Interests, income (loss) from investments in unconsolidated entities, net gain
(loss) on sales of unconsolidated entities,

25

---

discontinued operations, extraordinary items and cumulative effect of change in accounting principle decreased by approximately $34.3 million when compared to the quarter ended September 30, 2001.

Revenues
from the Third Quarter 2002 Same Store Properties decreased primarily as a result of lower rental rates charged new residents, increased concessions and lower overall physical
occupancy. Property operating expenses from the Third Quarter 2002 Same Store Properties, which include property and maintenance, real estate taxes and insurance and an allocation of property
management expenses, increased $3.5 million or 2.0% primarily as a result of increases in real estate taxes, insurance costs and payroll overtime. The following tables provide comparative revenue,
expense, NOI and weighted average occupancy for the Third Quarter 2002 Same Store Properties:

Third Quarter 2002 "Same Store" Results

$ in million197,852 "Same Store" UnitsDescription

Revenues

Expenses

NOIQ3 2002

$
467.4

$
182.0

$
285.4Q3 2001

$
485.4

$
178.5

$
306.9Change

$
(18.0
)
$
3.5

$
(21.5
)% Change


(3.7
%)

2.0
%

(7.0
%)


"Same Store" Occupancy Statistics

Q3 2002

93.67
%Q3 2001

94.54
%Change

(0.87
%)


Rental
income from properties other than Third Quarter 2002 Same Store Properties increased by approximately $1.8 million primarily as a result of revenue from properties the Operating
Partnership acquired in the third and fourth quarters of 2001 and during the nine months ended September 30, 2002.

Interest
and other income decreased by approximately $3.9 million, primarily as a result of lower balances available for investment and related rates being earned on the Operating
Partnership's short term investment accounts along with lower balances on deposit in tax-deferred exchange accounts.

Property
management expenses include off-site expenses associated with the self-management of the Operating Partnership's properties. These expenses decreased by approximately $2.2
million or 11.1%. This decrease is primarily attributable to lower expected levels of employee bonus and profit sharing payments for 2002.

Fee
and asset management revenues, net of fee and asset management expenses, increased by $1.2 million as a result of the Operating Partnership managing an additional 3,637 units at Fort
Lewis starting in April 2002. As of September 30, 2002 and 2001, the Operating Partnership managed 20,142 units and 15,948 units, respectively, for third parties and unconsolidated entities.

The
Operating Partnership recorded impairment charges in 2002 on its corporate housing business and its technology investments of approximately $17.1 million and $0.3 million,
respectively. See Note 16 in the Notes to Consolidated Financial Statements for further discussion.

Interest
expense, including amortization of deferred financing costs, decreased approximately $5.2 million primarily due to lower variable interest rates. During the quarter ended
September 30, 2002, the Operating Partnership capitalized interest costs of approximately $7.1 million as compared to $8.2 million for the quarter ended September 30, 2001. This
capitalization of interest primarily related to investments in unconsolidated entities engaged in development activities. The effective interest cost on

26

---

all of the Operating Partnership's indebtedness for the quarter ended September 30, 2002 was 6.52% as compared to 6.82% for the quarter ended September 30, 2001.

General
and administrative expenses, which include corporate operating expenses, increased approximately $1.1 million between the quarters under comparison. This increase was primarily
due to retirement plan expenses for certain key executives, higher state income taxes, EQR restricted shares/awards granted to key employees and additional compensation charges and costs associated
with EQR's new President.

Income
(loss) from investments in unconsolidated entities decreased approximately $2.9 million between the periods under comparison. This decrease is primarily the result of increased
equity losses and unrealized losses on derivative instruments.

Net
gain (loss) on sales of unconsolidated entities decreased approximately $5.9 million between the periods under comparison. This decrease is the loss associated with the sale in the
third quarter of 2002 of one property held in one of our development entities.

Net
gain on sales of discontinued operations decreased approximately $20.8 million between the periods under comparison. This decrease is primarily the result of certain properties sold
during the quarter ended September 30, 2001 having a lower net carrying value at sale, which resulted in higher recognition of gain for financial reporting purposes.

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 $59.0 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 September 30, 2002 was approximately $21.8 million and the amount available on the Operating Partnership's line of credit was $665.0 million, of which $83.3
million was restricted (not available for borrowings).

Part
of the Operating Partnership's acquisition and development funding strategy and the funding of the Operating Partnership's investment in various unconsolidated entities 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 nine months ended September 30, 2002, the Operating Partnership:



All
of these proceeds were utilized to either:



27

---



During
the nine months ended September 30, 2002, the Operating Partnership:



The
Operating Partnership's total debt summary and debt maturity schedule, as of September 30, 2002, are as follows:

Debt Summary as of September 30, 2002

$Millions

Weighted
Average RateSecured

$
3,089

6.22
%Unsecured


2,482

6.41
%Total

$
5,571

6.30
%Fixed Rate *

$
4,807

6.89
%Floating Rate *


764

2.58
%Total *

$
5,571

6.30
%Above Totals Include:Total Tax Exempt

$
986

3.71
%Unsecured Revolving Credit Facility

$
35

2.44
%*    Net of the effect of interest rate protection agreements.


28

---



Debt Maturity Schedule as of September 30, 2002

|Year                                                                                     |  | $  Millions |       | % of Total |      
|---------------------------------------------------------------------------------------- |  | ----------- | ----- | ---------- | -----
|2002                                                                                     |  | $           | 111   |            | 2.0  
|2003                                                                                     |  |             | 310   |            | 5.6  
|2004                                                                                     |  |             | 593   |            | 10.6 
|2005*                                                                                    |  |             | 676   |            | 12.1 
|2006                                                                                     |  |             | 424   |            | 7.6  
|2007                                                                                     |  |             | 273   |            | 4.9  
|2008                                                                                     |  |             | 536   |            | 9.6  
|2009                                                                                     |  |             | 417   |            | 7.5  
|2010                                                                                     |  |             | 256   |            | 4.6  
|2011+                                                                                    |  |             | 1,975 |            | 35.5 
|                                                                                         |  |             |       |            |      
|Total                                                                                    |  | $           | 5,571 |            | 100.0
|                                                                                         |  |             |       |            |      
|                                                                                         |  |             |       |            |      
|*  Includes $300 million with a final maturity of 2015 that is putable/callable in 2005. | 

The
Operating Partnership's "Consolidated Debt-to-Total Market Capitalization Ratio" as of September 30, 2002 is presented in the following table. The Operating Partnership calculates
the equity component of its market 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 September 30, 2002

|                                                 |  |   |             |  |  
|------------------------------------------------ |  | - | ----------- |  | -
|Total Debt                                       |  |   |             |  | $
|OP Units                                         |  |   | 298,387,904 |  |  
|OP Unit Equivalents (see below)                  |  |   | 14,965,147  |  |  
|                                                 |  |   |             |  |  
|Total Outstanding at quarter-end                 |  |   | 313,353,051 |  |  
|EQR Common Share Price at September 30, 2002     |  | $ | 23.94       |  |  
|                                                 |  |   |             |  |  
|                                                 |  |   |             |  |  
|Perpetual Preference Units Liquidation Value     |  |   |             |  |  
|Perpetual Preference Interests Liquidation Value |  |   |             |  |  
|                                                 |  |   |             |  |  
|Total Market Capitalization                      |  |   |             |  | $
|Debt/Total Market Capitalization                 |  |   |             |  |  

29

---

Convertible Preference Units, Preference Interests
and Junior Preference Units
as of September 30, 2002

|                         |          | Units |           | Conversion
Ratio |          | OP Unit
Equivalents
|------------------------ | -------- | ----- | --------- | ---------------- | -------- | -------------------
|Preference Units:        |          |       |           |                  |          |                    
|                         | Series E |       | 2,563,614 |                  | 1.1128   |                    
|                         | Series G |       | 1,264,692 |                  | 8.5360   |                    
|                         | Series H |       | 51,228    |                  | 1.4480   |                    
|Preference Interests:    |          |       |           |                  |          |                    
|                         | Series H |       | 190,000   |                  | 1.5108   |                    
|                         | Series I |       | 270,000   |                  | 1.4542   |                    
|                         | Series J |       | 230,000   |                  | 1.4108   |                    
|Junior Preference Units: |          |       |           |                  |          |                    
|                         | Series A |       | 56,616    |                  | 4.081600 |                    
|                         | Series B |       | 7,367     |                  | 1.020408 |                    
|                         |          |       |           |                  |          |                    
|Total                    |          |       |           |                  |          | 14,965,147         
|                         |          |       |           |                  |          |                    

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

From
October 1, 2002 through November 4, 2002, the Operating Partnership:



The
Company may repurchase up to an additional $85.0 million of its Common Shares pursuant to the common share buy back program authorized by its Board of Trustees. The Operating
Partnership, in turn, would repurchase $85.0 million of its OP Units held by EQR. In addition, during the fourth quarter of 2002, the Operating Partnership anticipates closing on an unsecured note
offering of up to $250 million.



In connection with one development agreement, the Operating Partnership has an obligation to fund up to an additional $9.5 million to guarantee third party
construction financing. As of September 30, 2002, the Operating Partnership has 15 projects under development with estimated completion dates ranging through March 31, 2004.

For
one development agreement, the Operating Partnership's 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 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.

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Under
a second development agreement, the Operating Partnership's partner has the right, at any time following completion of a project, to require the Operating Partnership to purchase
the partners' interest in that project at a mutually agreeable price. If the Operating Partnership and the 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 its 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 its 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.



Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of the property or extend the useful life of the
component asset of the property. We track improvements to real estate in two major categories and several subcategories:



We
capitalize approximately $260 to $270 per unit annually for inside the unit replacements. All replacements are depreciated over a five-year estimated useful life. We expense as
incurred all maintenance and turnover costs such as cleaning, interior painting of individual units and the repair of any replacement item noted above.



We
capitalize approximately $340 to $370 per unit annually for outside the unit building improvements. All building improvements are depreciated over a five to ten-year estimated useful
life. We expense as incurred all recurring expenditures that do not improve the value of the asset or extend its useful life.

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For
the nine months ended September 30, 2002, our actual improvements to real estate totaled approximately $110.3 million. This includes the following detail (amounts in thousands except
for unit and per unit amounts):

Capitalized Improvements to Real Estate
For the Nine Months Ended September 30, 2002

|                               | Total Units
(1) |  | Replacements
(2) |        | Avg. Per
Unit |   | Building
Improvements
(3) |  | Avg. Per
Unit |        | Total |   | Avg. Per
Unit
|------------------------------ | --------------- |  | ---------------- | ------ | ------------- | - | ------------------------- |  | ------------- | ------ | ----- | - | -------------
|Established Properties (4)     | 176,509         |  | $                | 37,846 |               | $ | 214                       |  | $             | 52,417 |       | $ | 297          
|New Acquisition Properties (5) | 20,802          |  |                  | 3,939  |               |   | 209                       |  |               | 5,644  |       |   | 299          
|Other (6)                      | 6,974           |  |                  | 2,731  |               |   |                           |  |               | 7,714  |       |   |              
|                               |                 |  |                  |        |               |   |                           |  |               |        |       |   |              
|Total                          | 204,285         |  | $                | 44,516 |               |   |                           |  | $             | 65,775 |       |   |              
|                               |                 |  |                  |        |               |   |                           |  |               |        |       |   |              

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We
anticipate capitalizing an average of approximately $600 to $640 per unit annually for inside and outside the unit capital improvements to our real estate. Total improvements to real
estate for the remainder of 2002 are estimated to be $22.0 million.

During
the nine months ended September 30, 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 $5.6 million. Total additions to non-real estate property
for the remainder of 2002 are estimated at $1.2 million.

Improvements
to real estate and additions to non-real estate property for both 2002 and 2001 were funded from net cash provided by operating activities.



Total distributions paid in October 2002 amounted to $145.2 million (excluding distributions on Partially Owned Properties), which included certain distributions
declared during the quarter ended September 30, 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.

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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. The fair value of these unencumbered properties are in excess of the required value
the Operating Partnership must maintain in order to comply with covenants under its unsecured notes and line of credit.

On
May 30, 2002 the Operating Partnership obtained a new three-year $700.0 million unsecured revolving credit facility. The new line of credit replaces the Operating Partnership's $700.0
million
unsecured revolving credit facility that was scheduled to expire in August 2002. The prior existing revolving credit facility terminated upon the closing of the new facility. This new facility matures
in May 2005 and will be used to fund property acquisitions, costs for certain properties under development and short term liquidity requirements. As of November 7, 2002, $285.0 million was outstanding
under this new facility.

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
November 4, 2002, this enhancement was still in effect at a commitment amount of $12.7 million.

Critical Accounting Policies and Estimates

The Operating Partnership's significant accounting policies are described in Note 2 in the Notes to Consolidated Financial Statements included in our Annual
Report on Form 10-K for the year ended December 31, 2001. These policies were followed in preparing the unaudited condensed consolidated financial statements for the nine months ended September 30,
2002.

The
Operating Partnership has identified six significant accounting policies as critical accounting policies. These critical accounting policies are those that have the most impact on
the reporting of our financial condition and those requiring significant judgments and estimates. With respect to these critical accounting policies, management believes that the application of
judgments and assessments is consistently applied and produces financial information that fairly presents the results of operations for all periods presented. The six critical accounting policies are:



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.



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.

33

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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.



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. The Company will elect to expense its stock option compensation in accordance with SFAS
No. 123 effective January 1, 2003 which will 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.



See theCapitalization of Fixed Assets and Improvements to Real Estatesection for discussion of the Operating
Partnership's policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. The Operating Partnership expenses as incurred all payroll costs of employees working
directly at our properties, except that during the initial lease-up phase on a development project, an allocated portion of payroll costs is capitalized based upon the occupancy of the project until
stabilized occupancy is achieved. Stabilized occupancy is always deemed to have occurred no later than one year from cessation of major development activities.

The
Operating Partnership capitalizes interest, real estate taxes and insurance related to its development projects. The Operating Partnership also capitalizes payroll and associated
costs for those
individuals directly responsible for and who spend all of their time on development activities. The incremental payroll and associated costs are capitalized to the projects under development based
upon the effort directly identifiable with such projects. These costs are reflected on the balance sheet either as construction in progress or a separate component of investments in unconsolidated
entities. The Operating Partnership ceases the capitalization of such costs as the property becomes substantially complete and ready for its intended use. In addition, the Operating Partnership
capitalizes the payroll and associated costs of employees directly responsible for and who spend all of their time on major capital projects. These costs are reflected on the balance sheet as an
increase to building. The Operating Partnership follows the guidance in SFAS No. 67,Accounting for Costs and Initial Rental Operations of Real Estate
Projects,and uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred.



Rental income attributable to leases is recorded when due from residents and is recognized monthly as it is earned, which is not materially different than on a
straight-line basis. Interest income is recorded on an accrual basis. Leases entered into between a resident and a property for the rental of an apartment unit are generally year-to-year, renewable
upon consent of both parties on a year-to-year or month-to-month basis.

The
Operating Partnership adopted the provisions of Staff Accounting Bulletin ("SAB") No. 101,Revenue Recognition, effective October 1,
2000. SAB No. 101 provides guidance on the recognition, presentation and disclosure of revenue in financial statements.

34

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Adjusted Net Income

For the nine months ended September 30, 2002, Adjusted Net Income ("ANI") available to OP Units decreased $16.0 million as compared to the nine months ended
September 30, 2001.

For
the quarter ended September 30, 2002, ANI available to OP Units decreased $11.7 million as compared to the quarter ended September 30, 2001.

The
following is a reconciliation of net income available to OP Units to ANI available to OP Units for the nine months and quarters ended September 30, 2002 and 2001:

Adjusted Net Income(Amounts in thousands)  (Unaudited)

|                                                       |                                                              | Nine Months Ended
September 30, |         | Quarter Ended
September 30, |  
|------------------------------------------------------ | ------------------------------------------------------------ | ------------------------------- | ------- | --------------------------- | -
|
|Net income available to OP Units                       |                                                              | $                               | 248,934 |                             | $
|Adjustments:                                           |                                                              |                                 |         |                             |  
|                                                       | Acquisition cost depreciation (1)                            |                                 |         | 287,778                     |  
|                                                       | Amortization of goodwill                                     |                                 |         |                            |  
|                                                       | Acquisition cost depreciation accumulated on sold properties |                                 |         | (37,541                     | )
|                                                       | Extraordinary items                                          |                                 |         | 468                         |  
|                                                       | Cumulative effect of change in accounting principle          |                                 |         |                            |  
|                                                       |                                                              |                                 |         |                             |  
|ANI available to OP Unitsbasic(2)                     |                                                              | $                               | 499,639 |                             | $
|                                                       |                                                              |                                 |         |                             |  
|Depreciation for replacements and capital improvements |                                                              | $                               | 67,363  |                             | $
|                                                       |                                                              |                                 |         |                             |  

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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

35

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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 nine months ended September 30, 2002, Funds From Operations ("FFO") available to OP Units decreased $25.0 million as compared to the nine months ended
September 30, 2001.

For
the quarter ended September 30, 2002, FFO available to OP Units decreased $20.7 million as compared to the quarter ended September 30, 2001.

The
following is a reconciliation of net income available to OP Units to FFO available to OP Units for the nine months and quarters ended September 30, 2002 and 2001:

Funds from Operations(Amounts in thousands)  (Unaudited)

|                                   |                                                     | Nine Months Ended
September 30, |         | Quarter Ended
September 30, |  
|---------------------------------- | --------------------------------------------------- | ------------------------------- | ------- | --------------------------- | -
|
|Net income available to OP Units   |                                                     | $                               | 248,934 |                             | $
|Adjustments:                       |                                                     |                                 |         |                             |  
|                                   | Depreciation/amortization                           |                                 |         | 355,141                     |  
|                                   | Net gain on sales of discontinued operations        |                                 |         | (60,011                     | )
|                                   | Net (gain) loss on sales of unconsolidated entities |                                 |         | 626                         |  
|                                   | Extraordinary items                                 |                                 |         | 468                         |  
|                                   | Cumulative effect of change in accounting principle |                                 |         |                            |  
|                                   | Impairment on corporate housing business            |                                 |         | 17,122                      |  
|                                   | Impairment on furniture rental business             |                                 |         |                            |  
|                                   | Impairment on technology investments                |                                 |         | 872                         |  
|                                   |                                                     |                                 |         |                             |  
|FFO available to OP Unitsbasic(1) |                                                     | $                               | 563,152 |                             | $
|                                   |                                                     |                                 |         |                             |  

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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.

36

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Item 3.    Quantitative and Qualitative Disclosures About Market Risk

The Operating Partnership's market risk has not changed materially from the amounts and information reported in Item 7A,Quantitative and
Qualitative Disclosures About Market Risk, to the Operating Partnership's Form 10-K for the year ended Decmeber 31, 2001. See also Note 12 to the Notes to
Consolidated Financial Statements for additional discussion on the Operating Partnership's derivative instruments and hedging activities.

Item 4.    Disclosure Controls and Procedures

Within 90 days prior to the filing date of this quarterly report on Form 10-Q, the Operating Partnership carried out an evaluation, under the supervision and with
the participation of the Operating Partnership's management including the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's general partner, of the effectiveness of
the design and operation of the Operating Partnership's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 and 15d-14. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer of the Operating Partnership's general partner concluded that the Operating Partnership's disclosure controls and procedures are effective in timely alerting them to material
information related to the Operating Partnership. There have been no significant changes to the internal controls of the Operating Partnership or in other factors that could significantly affect the
internal controls subsequent to the completion of this evaluation.

37

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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

|(A)  |  | Exhibits:                                                                                                                                                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12   |  | Computation of Ratio of Earnings to Combined Fixed Charges.                                                                                                                                                                                                              
|99.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Douglas Crocker II, Chief Executive Officer of Registrant's General Partner.                                                                  
|99.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of David J. Neithercut, Chief Financial Officer of Registrant's General Partner.                                                                 
|(B)  |  | Reports on Form 8-K:                                                                                                                                                                                                                                                     
|     |  | A report on Form 8-K dated August 13, 2002 containing the Chief Executive Officer and Chief Financial Officer (of Registrant's General Partner) certifications pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

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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, ITS GENERAL PARTNER
|----------------------- |  | -----------------------------------------------------------------------------
|Date: November 13, 2002 |  | By:                                                                          
|Date: November 13, 2002 |  | By:                                                                          

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CERTIFICATIONS

I,
Douglas Crocker II, principal executive officer of Equity Residential, general partner of ERP Operating Limited Partnership, certify that:





|Date: November 13, 2002 |  | By: | /s/DOUGLAS CROCKER IIDouglas Crocker II
Chief Executive Officer of
Equity Residential,
General Partner
|----------------------- |  | --- | ------------------------------------------------------------------------------------------------------

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I,
David J. Neithercut, principal financial officer of Equity Residential, general partner of ERP Operating Limited Partnership, certify that:





|Date: November 13, 2002 |  | By: | /s/DAVID J. NEITHERCUTDavid J. Neithercut
Chief Financial Officer of
Equity Residential,
General Partner
|----------------------- |  | --- | --------------------------------------------------------------------------------------------------------

41

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EXHIBIT INDEX

|Exhibit |  | Document                                                                                                                                                                                               
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12      |  | Computation of Ratio of Earnings to Combined Fixed Charges                                                                                                                                             
|99.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Douglas Crocker II, Chief Executive Officer of Registrant's General Partner 
|99.2    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of David J. Neithercut, Chief Financial Officer of Registrant's General Partner

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