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: Kaufman Ian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-05	Common Shares Of Beneficial Interest	A	1289	—	Acquired	5698.9256	Direct
2010-02-08	Common Shares Of Beneficial Interest	F	224	$32.44	Disposed	5474.9256	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	6877	Acquired	2020-02-05	Common Shares Of Beneficial Interest (6877)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	324.0094	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.

F3: Represents the withholding of shares for the payment of tax liability incurred upon the vesting of restricted shares.

F4: 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.

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