EQUITY RESIDENTIAL — Director's Dealing 2010

Feb 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2010-02-05

Reporting Person: Parrell Mark J. (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-05	Common Shares Of Beneficial Interest	A	10828	—	Acquired	31494.559	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-05	Non-qualified Stock Option (Right to Buy)	$32.97	A	57767	Acquired	2020-02-05	Common Shares Of Beneficial Interest (57767)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	675.9022	Indirect
Common Shares Of Beneficial Interest	6783.984	Indirect

Footnotes

F1: Represents restricted shares scheduled to vest on February 5, 2013.

F2: Direct total includes restricted shares of the Company scheduled to vest in the future along with shares acquired through dividend reinvestments.

F3: 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 January 8, 2010.

F4: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan (the "SERP"), for the benefit of the reporting person. Also includes restricted shares that the reporting person deferred to the SERP upon vesting of the shares and shares acquired through dividend reinvestments.

F5: Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013.