EQUITY RESIDENTIAL — Director's Dealing 2011

Feb 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2011-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-10	Common Shares Of Beneficial Interest	M	32802	$23.07	Acquired	68479.86	Direct
2011-02-10	Common Shares Of Beneficial Interest	S	32802	$54.15	Disposed	35677.86	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-10	Non-qualified Stock Option (Right to Buy)	$23.07	M	32802	Disposed	2019-02-06	Common Shares Of Beneficial Interest (32802)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	697.7007	Indirect
Common Shares Of Beneficial Interest	9214.984	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 January 14, 2011.

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 February 6, 2010, February 6, 2011 and February 6, 2012.