EQUITY RESIDENTIAL — Director's Dealing 2010

May 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2010-05-11

Reporting Person: GEORGE ALAN W (Executive Vice President & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-11	Common Shares Of Beneficial Interest	M	25000	$27.20	Acquired	122285.627	Direct
2010-05-11	Common Shares Of Beneficial Interest	S	25000	$47.75	Disposed	97285.627	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-11	Non-qualified Stock Option (Right to Buy)	$27.20	M	25000	Disposed	2012-01-16	Common Shares Of Beneficial Interest (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	2531.7486	Indirect
Common Shares Of Beneficial Interest	51725.247	Indirect

Footnotes

F1: Direct total includes restricted shares of the Company scheduled to vest in the future.

F2: Represents shares acquired through profit sharing contributions and dividend reinvestment activity in the reporting person's account with the Equity Residential Advantage 401(k) Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through April 9, 2010.

F3: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F4: Represents share options scheduled to vest in approximately three equal installments on January 16, 2003, January 16, 2004 and January 16, 2005.