EQUITY RESIDENTIAL — Director's Dealing 2010

Feb 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: ATWOOD CHARLES L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-05	Common Shares Of Beneficial Interest	A	1137	—	Acquired	8732.088	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	6070	Acquired	2020-02-05	Common Shares Of Beneficial Interest (6070)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	17291.495	Indirect

Footnotes

F1: Represents restricted shares scheduled to vest on February 5, 2013 (for prospective
service from the June 2010 annual meeting to the June 2011 annual meeting).

F2: Direct total includes restricted shares of the Company scheduled to vest in the future.

F3: 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.

F4: Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013 (for prospective service from
the June 2010 annual meeting to the June 2011 annual meeting).