EQUITY RESIDENTIAL — Director's Dealing 2011

Feb 24, 2011

SEC Form 4/A — Form 4/A

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2011-02-07

Reporting Person: Santee David S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-08	Common Shares Of Beneficial Interest	S	2533	$53.7143	Disposed	5352	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-07	LTIP Units	$0	A	7819	Acquired	2021-02-07	Operating Partnership Units (7819)	Direct
2011-02-07	Non-qualified Stock Option (Right to Buy)	$53.71	A	50244	Acquired	2021-02-07	Common Shares Of Beneficial Interest (50244)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	1852.061	Indirect
Common Shares Of Beneficial Interest	26702.399	Indirect

Footnotes

F1: Represents the sale of shares for the payment of tax liability incurred upon the vesting of restricted shares.

F2: The price represents the weighted average price of the shares sold. The shares were sold within a range of $53.71 to $53.73. 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 14, 2011.

F4: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F5: The Form 4 filed on February 9, 2011 is being amended to show that the reporting person was awarded 7,819 restricted limited partnership interests ("LTIP Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), instead of 7,819 restricted shares, as previously reported. The LTIP Units are a class of units of the Operating Partnership that, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, are convertible by the holder into an equivalent number of OP Units of the Operating Partnership, which, subject to vesting, are redeemable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option.

F6: The LTIP Units are scheduled to vest on February 7, 2014.

F7: Represents share options scheduled to vest in three equal installments on February 7, 2012, February 7, 2013 and February 7, 2014.