<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
EOP OPERATING LIMITED PARTNERSHIP
----------------------------------
(NAME OF ISSUER)
OPERATING PARTNERSHIP UNITS
----------------------------------
(TITLE OF CLASS OF SECURITIES)
N/A
----------------------------------
(CUSIP NUMBER)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5
<PAGE>
CUSIP No. N/A 13G Page 2 of 5 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (entities only)
Equity Office Properties Trust
13-4151656
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions)
(a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- -------------------------------------------------------------------------------
Number of Shares (5) SOLE VOTING POWER
Beneficially 28,955,458
Owned by --------------------------------------------------
Each Reporting (6) SHARED VOTING POWER
Person With 0
--------------------------------------------------
(7) SOLE DISPOSITIVE POWER
28,955,458
--------------------------------------------------
(8) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,955,458
- -------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
- -------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
<PAGE>
EOP OPERATING LIMITED PARTNERSHIP
OPERATING PARTNERSHIP UNITS
NO CUSIP NUMBER
ITEM 1(a). NAME OF ISSUER
The Issuer of the class of securities reported herein is EOP
Operating Limited Partnership, a Delaware limited partnership.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
The Issuer's principal executive offices are located at Two North
Riverside Plaza, Chicago, Illinois 60606
ITEM 2(a). NAME OF PERSON FILING
This Schedule 13G is filed by Equity Office Properties Trust, a
Maryland real estate investment trust ("EOP").
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
EOP's principal business office is located at Two North Riverside
Plaza, Chicago, Illinois 60606
ITEM 2(c). CITIZENSHIP
EOP's state of organization is Maryland.
ITEM 2(d). TITLE OF CLASS OF SECURITIES
The title of class of securities reported herein is Operating
Partnership Units.
ITEM 2(e). CUSIP NUMBER
Not applicable.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under section 15 of the
Act;
(b) / / Bank as defined in section 3(a)(6) of the Act;
(c) / / Insurance company as defined in section 3(a)(19) of
the Act;
(d) / / Investment compnay registered under section 8 of the
Investment Company Act;
Page 3 of 5
<PAGE>
(e) / / Investment adviser registered under section 203 of
the Investment Advisers Act of 1940;
(f) / / Employee benefit plan, pension fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or endowment fund; see Section
240.13d-1(b)(1)(ii)(F);
(g) / / Parent holding company, in accordance with Section
240.13d-1(b)(ii)(G); or
(h) / / Group, in accordance with Section 240.13d01(b)(1)
(ii)(H).
ITEM 4(a). AMOUNT BENEFICIALLY OWNED
As of December 31, 1997, EOP beneficially owned 28,955,458
Operating Partnership Units.
ITEM 4(b). PERCENT OF CLASS
10.4%
ITEM 4(c). NUMBER OF OPERATING PARTNERSHIP UNITS AS TO WHICH SUCH
PERSON HAS:
(i) Sole power to vote or to direct the vote: 28,955,458;
(ii) Shared power to vote or to direct the vote: 0;
(iii) Sole power to dispose or to direct the disposition of:
28,955,458; and
(iv) Shared power to dispose or to direct the disposition of:
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Page 4 of 5
<PAGE>
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATE
Not applicable.
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 1997
EQUITY OFFICE PROPERTIES TRUST
By: /s/ Stanley M. Stevens
Name: Stanley M. Stevens
Its: Executive Vice President and
Chief Legal Counsel
Page 5 of 5
