EQUITY RESIDENTIAL — Director's Dealing 2010

Feb 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2010-02-19

Reporting Person: NEITHERCUT DAVID J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-19	Common Shares Of Beneficial Interest	M	25000	$25.844	Acquired	205079	Direct
2010-02-19	Common Shares Of Beneficial Interest	S	25000	$35.3766	Disposed	180079	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-19	Non-qualified Stock Option (Right to Buy)	$25.844	M	25000	Disposed	2011-01-18	Common Shares Of Beneficial Interest (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	2194.9218	Indirect
Common Shares Of Beneficial Interest	2874	Indirect
Common Shares Of Beneficial Interest	21258	Indirect
Common Shares Of Beneficial Interest	21258	Indirect
Common Shares Of Beneficial Interest	147648.087	Indirect
Common Shares Of Beneficial Interest	2	Indirect

Footnotes

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

F2: The price represents the weighted average price of the shares sold. The shares were sold within a range of $35.27 to $35.535. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

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 beneficially owned by a family limited partnership, of which the reporting person is the general partner.

F5: Represents shares beneficially owned by a trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F6: Represents shares beneficially owned by a trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F7: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F8: Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F9: Represents share options scheduled to vest in three equal installments on January 18, 2002, January 18, 2003 and January 18, 2004.