ex4-5




EXHIBIT 4.5



[FACE OF NOTE]




EOP OPERATING LIMITED PARTNERSHIP




7 3/4% Notes due November 15, 2007




	 	 	 
	No. 001

CUSIP No. 268766 BT8		
Principal Amount

U.S. $400,000,000



      UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO., OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC,
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


      UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR
BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.


      THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
DENOMINATIONS OF U.S. $1,000 AND INTEGRAL MULTIPLES THEREOF.


      EOP Operating Limited Partnership, a Delaware limited partnership (the
“Issuer,” which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Four Hundred Million Dollars on
November 15, 2007 (the “Stated Maturity Date”), (or any Redemption Date, as
defined on the reverse hereof) or any earlier date of acceleration of maturity,
(each such date being referred to as the “Maturity Date” with respect to the
principal repayable on such date) and to pay interest thereon from November 20,
2000 (or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for), semiannually in arrears on May 15
and November 15 of each year, commencing May 15, 2001 (each, an “Interest
Payment Date”), and on the Maturity Date, at a rate of 7 3/4% per annum, until
payment of said principal sum has been made or duly provided for. Interest on
this Note will be computed on the basis of a 360-day year of twelve 30-day
months.


      The interest so payable and punctually paid or duly provided for on an
Interest Payment Date will, subject to certain exceptions described below, be
paid to the Holder in whose name

 








this Note (or one or more predecessor Notes) is registered at the close of
business on the “Regular Record Date” for such payment, which will be May 1 or
November 1 (regardless of whether such day is a Business Day (as defined
below)) next preceding such Interest Payment Date. Any interest not so
punctually paid or duly provided for on an Interest Payment Date (“Defaulted
Interest”) shall forthwith cease to be payable to the Holder on such Regular
Record Date, and shall be paid to the Holder in whose name this Note (or one or
more predecessor Notes) is registered at the close of business on a special
record date (the “Special Record Date”) for the payment of such Defaulted
Interest to be fixed by the Trustee hereinafter referred to, notice whereof
shall be given to the Holder of this Note by the Trustee not less than 10
calendar days prior to such Special Record Date or may be paid at any time in
any other lawful manner, all as more fully provided for in the Indenture.


      The principal of and Make-Whole Amount, if any, with respect to this Note
payable on the Maturity Date will be paid against presentation and surrender of
this Note at the office or agency of the Issuer maintained for that purpose in
New York, New York. The Issuer hereby initially designates the Corporate Trust
Office of the Trustee in New York, New York as the office to be maintained by
it where Notes may be presented for payment, registration of transfer, or
exchange and where notices or demands to or upon the Issuer in respect of the
Notes or the Indenture may be served.


      Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued
during the applicable Interest Period (as defined below).


      An “Interest Period” is each period from and including the immediately
preceding Interest Payment Date (or from and including November 20, 2000 in the
case of the initial Interest Period) to but excluding the applicable Interest
Payment Date or the Maturity Date, as the case may be. If any Interest Payment
Date or Maturity Date falls on a day that is not a Business Day, principal,
Make-Whole Amount, if any, and interest payable on such date will be paid on
the succeeding Business Day with the same force and effect as if it were paid
on the date such payment was due, and no interest will accrue on the amount so
payable for the period from and after such date to such succeeding Business
Day. “Business Day” means any day, other than a Saturday or a Sunday, on which
banking institutions in New York, New York are not required or authorized by
law or executive order to close.


      Payments of principal, Make-Whole Amount, if any, and interest in respect
of this Note will be made by U.S. dollar check or by wire transfer (such a wire
transfer to be made only to a Holder of an aggregate principal amount of Notes
in excess of U.S. $10,000,000, and only if such Holder shall have furnished
wire instructions in writing to the Trustee no later than 15 days prior to the
relevant payment date and acknowledged that a wire transfer fee shall be
payable) of immediately available funds in such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of
public and private debts.


      Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this

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place. Capitalized terms used herein, including on the reverse hereof, and not
defined herein or on the reverse hereof shall have the respective meanings
given to such terms in the Indenture.


      This Note shall not be entitled to the benefits of the Indenture or be
valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee.

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      IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually
or by facsimile by a duly authorized officer of the General Partner.



	 	 	 	 
	Dated: November 20, 2000	
EOP OPERATING LIMITED PARTNERSHIP,
	
	
	
	

		
as Issuer
	 
		By:	
EQUITY OFFICE PROPERTIES TRUST, not
	
	
	
	

			
individually but as General Partner
	 
	 
		By:	
    /s/_________________________________________
	
	
	
	

			      
			      Richard D. Kincaid
			      Executive Vice President and Chief Financial 
			      Officer
	 
	 
		
Attest:



	 
	 
		By:	
    /s/_________________________________________
	
	
	
	

			

	
	
	
	

			
Stanley M. Stevens
			
Executive Vice President, Chief Legal Counsel and
Secretary



TRUSTEE’S CERTIFICATE OF AUTHENTICATION


This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 
	Dated: November 20, 2000	
U.S. BANK TRUST NATIONAL ASSOCIATION,
		
as Trustee
	 
		
By:	
    /s/_________________________________________
			

			
Authorized Officer




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[REVERSE OF NOTE]




EOP OPERATING LIMITED PARTNERSHIP




7 3/4% Notes due November 15, 2007



      This Note is one of a duly authorized issue of senior Notes of the Issuer
(hereinafter called the “Notes”) of the series hereinafter specified, all
issued or to be issued under and pursuant to an Indenture dated as of August
29, 2000 (the “Indenture”), duly executed and delivered by the Issuer to U.S.
Bank Trust National Association, as Trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture with respect to the
series of Notes of which this Note is a part), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the Holders of the Notes, and of the
terms upon which the Notes are, and are to be, authenticated and delivered.
The Notes may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), and may otherwise vary as provided in the
Indenture. This Note is one of a series designated as the 7 3/4% Notes due
November 15, 2007 of the Issuer (the “Notes”), limited in aggregate principal
amount to U.S. $600,000,000, subject to the provisions in the Indenture.


      In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal hereof and Make-Whole Amount (if any) may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect, and subject to the conditions provided in the
Indenture.


      The Issuer may redeem this Note, at any time in whole or from time to time
in part, at the election of the Issuer, at a redemption price equal to the sum
of (i) the principal amount being redeemed plus accrued interest thereon to the
date fixed for redemption (the “Redemption Date”) and (ii) the Make-Whole
Amount with respect hereto (the “Redemption Price”); provided, however, that
interest installments due on an Interest Payment Date which is on or prior to
the Redemption Date will be payable to the Holder hereof (or one or more
predecessor Notes) as of the close of business on the Record Date preceding
such Interest Payment Date. If notice has been given as provided in the
Indenture and funds for the redemption of this Note or any part thereof called
for redemption shall have been made available on the Redemption Date, this Note
or such part thereof will cease to bear interest on the Redemption Date
referred to in such notice and the only right of the Holder will be to receive
payment of the Redemption Price. Notice of any optional redemption of any
Notes will be given to the holder hereof (in accordance with the provisions of
the Indenture), not more than 60 nor less than 30 days prior to the Redemption
Date. In the event of redemption of this Note in part only, a new Note of like
tenor for the unredeemed portion hereof and otherwise having the same terms and
provisions as this Note shall be issued by the Issuer in the name of the Holder
hereof upon the presentation and surrender hereof.

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      The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.


      The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Notes at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Notes of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Note at the time
Outstanding so affected, (i) change the final maturity of any Note, or reduce
the principal amount thereof or any premium or Make-Whole Amount thereon, if
any, or reduce the rate or extend the time of payment of any interest thereon,
or impair or affect the rights of any Holder to institute suit for the payment
on any Note, or (ii) reduce the percentage in principal amount of Outstanding
Notes, the Holders of which are required to consent to any such supplemental
indenture, or (iii) reduce the percentage in principal amount of Outstanding
Notes, the Holders of which are required to consent to any waiver of compliance
with certain provisions of the Indenture or any waiver of certain defaults
thereunder. It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Notes of any series, the Holders of
a majority in aggregate principal amount Outstanding of the Notes of such
series (or, in the case of certain defaults or Events of Default, all series of
Notes) may on behalf of the Holders of all the Notes of such series (or all of
the Notes, as the case may be) waive any such past default or Event of Default
and its consequences, prior to any declaration accelerating the maturity of
such Notes, or, subject to certain conditions, may rescind a declaration of
acceleration and its consequences with respect to such Notes. The preceding
sentence shall not, however, apply to a default in or Event of Default relating
to the payment of the principal of or premium or Make-Whole Amount, if any, or
interest on any of the Notes or in respect of a covenant or provision contained
in the Indenture that cannot be modified or amended without the consent of the
Holders of each Note at the time Outstanding affected thereby. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Note and any Notes that may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is
made upon this Note or such other Notes.


      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any Make-Whole Amount
and interest on this Note in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed.


      This Note is issuable only in registered form without coupons in
denominations of U.S. $1,000 and integral multiples thereof. Notes may be
exchanged for a like aggregate principal amount of Notes of this series of
other authorized denominations at the office or agency of the Issuer in New
York, New York in the manner and subject to the limitations provided herein and
in the Indenture, but without the payment of any service charge except for any
tax or other governmental charge imposed in connection therewith.

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      Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in New York, New York, one or more new Notes of
authorized denominations in an equal aggregate principal amount will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Indenture, but without the payment of any service charge except for any tax
or other governmental charge imposed in connection therewith.


      This Note is not subject to a sinking fund requirement.


      No recourse under or upon any obligation, covenant or agreement contained
in the Indenture, or any Note, or because of any indebtedness evidenced hereby
or thereby (including, without limitation, any obligation or indebtedness
relating to the principal of, or premium or Make-Whole Amount, if any, interest
or any other amounts due, or claimed to be due, on this Note), or for any claim
based thereon or otherwise in respect thereof, shall be had (i) against the
General Partner or any other partner, or any Person which owns an interest,
directly or indirectly, in any partner, in the Issuer, or (ii) against any
promoter, as such, or against any past, present or future shareholder, officer,
trustee or partner, as such, of the Issuer or the General Partner or any
successor, either directly or through the Issuer or the General Partner or any
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.


      Prior to due presentation of this Note for registration of transfer, the
Issuer, the Trustee, and any authorized agent of the Issuer or the Trustee may
deem and treat the Person in whose name this Note is registered as the absolute
owner of the Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon) for the
purpose of receiving payment of, or on account of, the principal hereof and
Make-Whole Amount, if any, and subject to the provisions herein and on the face
hereof, interest hereon, and for all other purposes, and neither the Issuer nor
the Trustee nor any authorized agent of the Issuer or the Trustee shall be
affected by any notice to the contrary, except as required by law.


      The Indenture and this Note shall be governed by and construed in
accordance with the law of the State of New York, United States of America
without regard to the principles of conflicts of laws.


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ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER


          To assign this Note fill in the form below:


          (I) or (we) assign and transfer this Note to







(Insert assignee’s social security or tax identification number, if any)





















(Print or type assignee’s name, address and zip code)





       Your signature:___________________________________________________________________________


(Sign exactly as your name appears on the other side of this Note)




Date:___________________________________________



    Signature Guarantee:*______________________________







	*	 	Signature must be guaranteed by a commercial bank, trust company or member
firm of a major stock exchange.



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