Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kaufman Ian
  2. Issuer Name and Ticker or Trading Symbol
EQUITY RESIDENTIAL [EQR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last)
(First)
(Middle)
TWO NORTH RIVERSIDE PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2007
(Street)

CHICAGO, IL 60606
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest 02/08/2007   A(1)   628 A $ 0 2,997.733 (2) D  
Common Shares of Beneficial Interest 02/08/2007   F(3)   229 D $ 53.5 2,768.733 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 23.55               (4) 02/07/2013 Common Shares of Beneficial Interest 1,538   1,538 D  
Non-Qualified Stock Option (right to buy) $ 29.25               (5) 01/27/2014 Common Shares of Beneficial Interest 2,765   2,765 D  
Non-Qualified Stock Option (right to buy) $ 31.76               (6) 02/03/2015 Common Shares of Beneficial Interest 3,320   3,320 D  
Non-Qualified Stock Option (right to buy) $ 42.8               (7) 02/03/2016 Common Shares of Beneficial Interest 2,671   2,671 D  
Non-Qualified Stock Option (right to buy) $ 53.5 02/08/2007   A   1,795     (8) 02/08/2017 Common Shares of Beneficial Interest 1,795 $ 0 1,795 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kaufman Ian
TWO NORTH RIVERSIDE PLAZA
CHICAGO, IL 60606
      Chief Accounting Officer  

Signatures

 Barbara Shuman, Attorney-in-fact   02/12/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(3) Represents withholding of shares for payment of income tax liability incurred upon the vesting of restricted shares.
(7) The share options reported on this line become exercisable in three annual installments. The first 890 become exercisable on February 3, 2007; the second 890 on February 3, 2008; and the remaining 891 on February 3, 2009.
(1) Represents restricted shares scheduled to vest on February 8, 2010.
(8) Represents share options scheduled to vest in three equal installments on February 8, 2008, February 8, 2009 and February 8, 2010.
(5) The share options reported on this line became exercisable as to 921 on January 27, 2005 and 922 on January 27, 2006; the remaining 922 become exercisable on January 27, 2007.
(4) The share options reported on this line are currently exercisable.
(2) Direct total includes restricted shares.
(6) The share options reported on this line became exercisable as to 1,106 on February 3, 2006; the next 1,107 become exercisable on February 3, 2007; and the remaining 1,107 on February 3, 2008.

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