EQUITY OFFICE PROPERTIES TRUST, 424B3, 2000-12-12

EQUITY OFFICE PROPERTIES TRUST
424B3, 2000-12-12
REAL ESTATE INVESTMENT TRUSTS

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*PROSPECTUS SUPPLEMENT DATED DECEMBER 12, 2000* (To Prospectus Dated December 5, 2000)		FILED PURSUANT TO RULE 424(b)(3) SEC FILE NO. 333-47754

$325,000,000
Senior Exchangeable Notes due November 15, 2008 of EOP Operating Limited Partnership
Exchangeable Into Common Shares of Beneficial Interest of
Equity Office Properties Trust

This prospectus supplement relates to resales by the holders of EOP Operating Limited Partnership’s Senior Exchangeable Notes due November 15, 2008 and the common shares of beneficial interest, $.01 par value per share, of Equity Office Properties Trust issuable upon exchange of the notes. This prospectus supplement amends and supplements, and should be read in conjunction with, the prospectus dated December 5, 2000, which is to be delivered with this prospectus supplement.

The Selling Holder table, appearing under the heading “Selling Holders” beginning on page 46 of the accompanying prospectus, is superseded by the information included in the table below.


	Principal Amount
	of Notes
	Beneficially Owned		Principal Amount		Common Shares			Common Shares
	Prior to the		of Notes		Owned Prior			Offered
Name	Offering		Offered Hereby		to the Offering(1)			Hereby(2)

AEW Targeted Securities Fund II, L.P.		5,000,000		5,000,000		147,058	(3)		147,058




AFTRA Health Fund		1,000,000		1,000,000		29,411			29,411




AIG SoundShore Holdings Ltd.		5,020,000		5,020,000		147,647			147,647




AIG SoundShore Opportunity Holding Fund Ltd.		4,325,000		4,325,000		127,205			127,205




AIG SoundShore Strategic Holding Fund Ltd.		3,530,000		3,530,000		103,823			103,823




American Fidelity Assurance Company		225,000		225,000		6,617			6,617




American Founders Life Insurance Company		300,000		300,000		8,823			8,823




Amerisure Companies/ Michigan Mutual Insurance Company		675,000		675,000		19,852			19,852




Amwest Surety Insurance Company		520,000		520,000		15,294			15,294




Associated Electric & Gas Insurance Services Limited		1,000,000		1,000,000		29,411			29,411




Bankers Life and Casualty Insurance Company — Convertible		2,500,000		2,500,000		73,529			73,529




Bay State Insurance Co. Ltd.		150,000		150,000		4,411			4,411




Blue Cross Blue Shield of Florida		750,000		750,000		22,058			22,058




CALAMOS® Global Convertible Fund — CALAMOS® Investment Trust		315,000		315,000		9,264			9,264




California State Auto Association Inter Insurance		900,000		900,000		26,470			26,470




California State Auto Association Retirement Pension		150,000		150,000		4,411			4,411




CapitalCare, Inc.		100,000		100,000		2,941			2,941




CareFirst of Maryland, Inc.		325,000		325,000		9,558			9,558




Catholic Relief Insurance Company of America		600,000		600,000		17,647			17,647


	Principal Amount
	of Notes
	Beneficially Owned		Principal Amount		Common Shares		Common Shares
	Prior to the		of Notes		Owned Prior		Offered
Name	Offering		Offered Hereby		to the Offering(1)		Hereby(2)

CFFX, LLC		2,000,000		2,000,000		58,823		58,823




Champion International Corporation Master Retirement Trust		650,000		650,000		19,117		19,117




Charitable Convertible Securities Fund		1,000,000		1,000,000		29,411		29,411




Charitable Income Fund		160,000		160,000		4,705		4,705




CIF-PRP Fixed Income		370,000		370,000		10,882		10,882




City of Albany Pension Plan		275,000		275,000		8,088		8,088




City of Birmingham Retirement & Relief System		1,150,000		1,150,000		33,823		33,823




Condor Insurance Company		175,000		175,000		5,147		5,147




Conseco Annuity Assurance Company Convertible		1,000,000		1,000,000		29,411		29,411




Conseco Annuity Assurance Multi Bucket Annuity Convertible Bond Fund		6,000,000		6,000,000		176,470		176,470




Conseco Direct Life Insurance Company Convertible		2,500,000		2,500,000		73,529		73,529




Conseco Fund Group Convertible Securities Fund		1,000,000		1,000,000		29,411		29,411




Conseco Health Insurance Company Convertible		1,000,000		1,000,000		29,411		29,411




Conseco Senior Health Insurance Company Convertible		1,000,000		1,000,000		29,411		29,411




Credit Industriel D’Alsacce et de Lorraine		18,000,000		18,000,000		529,411		529,411




Delta Airlines Master Trust		2,700,000		2,700,000		79,411		79,411




D.E. Shaw Investments, L.P.		800,000		800,000		23,529		23,529




D.E. Shaw Valence, L.P.		1,200,000		1,200,000		35,294		35,294




Dorinco Reinsurance Company		900,000		900,000		26,470		26,470




EB Convertible Sec. Fd.		950,000		950,000		27,941		27,941




Educators Mutual Life Insurance Company		170,000		170,000		5,000		5,000




ELF Aquitaine		325,000		325,000		9,558		9,558




Employee Benefit Convertible Securities Fund		200,000		200,000		5,882		5,882




Equity & Convertible Fund		2,000,000		2,000,000		58,823		58,823




Fist Convertible Securities Fund		3,750,000		3,750,000		110,294		110,294




First Mercury Insurance Company		680,000		680,000		20,000		20,000




Forest Convertible Fund		300,000		300,000		8,823		8,823




Forest Fulcrum Fund LP		200,000		200,000		5,882		5,882




Forest Global Convertible Fund		800,000		800,000		23,529		23,529




Forest Performance Fund LP		1,300,000		1,300,000		38,235		38,235




Franklin Cust. Funds — Income Series		44,500,000		44,500,000		1,308,823		1,308,823




FreeState Health Plan, Inc.		100,000		100,000		2,941		2,941




FSS Strategic Income Fund		2,250,000		2,250,000		66,176		66,176




FVAF Income Securities Fund		4,400,000		4,400,000		129,411		129,411




Genesee County Employees’ Retirement System		275,000		275,000		8,088		8,088




Granville Capital Corporation		2,000,000		2,000,000		83,823		58,823




Group Hospitalization and Medical Services, Inc.		375,000		375,000		11,029		11,029

S-2


	Principal Amount
	of Notes
	Beneficially Owned		Principal Amount		Common Shares		Common Shares
	Prior to the		of Notes		Owned Prior		Offered
Name	Offering		Offered Hereby		to the Offering(1)		Hereby(2)

Health Fdn of Greater Cincinnati		200,000		200,000		5,882		5,882




HealthNow New York, Inc.		100,000		100,000		2,941		2,941




Highbridge International LLC		9,700,000		9,700,000		285,294		285,294




IL Annuity & Insurance Co.		12,000,000		12,000,000		352,941		352,941




Indiana Lumbermens Mutual Insurance Company		500,000		500,000		14,705		14,705




Jackson County Employees’ Retirement System		325,000		325,000		9,558		9,558




JC Penney Life Insurance Co.		2,400,000		2,400,000		70,588		70,588




J.P. Morgan Securities, Inc.(4)		5,000,000		5,000,000		147,058		147,058




Kenwood Insurance Co. Ltd.		225,000		225,000		6,617		6,617




Kettering Medical Center Funded Depreciation Account		100,000		100,000		2,941		2,941




Key Tr. Convertible Sec. Fd.		250,000		250,000		7,352		7,352




Key Trust Fixed Income Fund		240,000		240,000		7,058		7,058




LDG Limited		1,000,000		1,000,000		29,411		29,411




Leonardo, L.P.		10,000,000		10,000,000		294,117		294,117




Lord Abbett Bond Debenture Fund		2,000,000		2,000,000		58,823		58,283




Lutheran Brotherhood		3,500,000		3,500,000		197,441		102,941




Luxor Asset Management		1,000,000		1,000,000		29,411		29,411




Macomb County Employees’ Retirement System		300,000		300,000		8,823		8,823




Mainstay Convertible Fund		9,000,000		9,000,000		264,705		264,705




Mainstay VP Convertible Portfolio		3,000,000		3,000,000		88,235		88,235




Michigan Professional Insurance Exchange		120,000		120,000		3,529		3,529




Nashville Electric Service		200,000		200,000		5,882		5,882




Nations Convertible Securities Fund		3,800,000		3,800,000		111,764		111,764




New York Life Insurance and Annuity Corporation		975,000		975,000		28,676		28,676




New York Life Insurance Company		9,025,000		9,025,000		265,441		265,441




New York Life Separate Account #7		500,000		500,000		14,705		14,705




NORCAL Mutual Insurance Company		250,000		250,000		7,352		7,352




Omnova Solutions		100,000		100,000		2,941		2,941




OPEI Local 12 Defined Benefit		100,000		100,000		2,941		2,941




Oxford, Lord Abbett & Co.		2,500,000		2,500,000		73,529		73,529




Parker-Hannifin Corporation		142,000		142,000		4,176		4,176




Parker Society/ Convertible		325,000		325,000		9,558		9,558




Physicians’ Reciprocal Insurers Account #7		2,000,000		2,000,000		58,823		58,823




Pioneer High Yield Fund		2,520,000		2,520,000		74,117		74,117




Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union		1,170,000		1,170,000		34,411		34,411




Potlatch-First Trust Co. of St. Paul		900,000		900,000		26,470		26,470




Premera Blue Cross		1,700,000		1,700,000		50,000		50,000




Premera Health Plus		100,000		100,000		2,941		2,941




ProMutual		305,000		305,000		8,970		8,970

S-3


	Principal Amount
	of Notes
	Beneficially Owned		Principal Amount		Common Shares			Common Shares
	Prior to the		of Notes		Owned Prior			Offered
Name	Offering		Offered Hereby		to the Offering(1)			Hereby(2)

Putnam Asset Allocation Funds — Balanced Portfolio		616,000		616,000		18,117			18,117




Putnam Asset Allocation Funds — Conservative Portfolio		377,000		377,000		11,088			11,088




Putnam Convertible Income — Growth Trust		593,000		593,000		17,441			17,441




Putnam Convertible Opportunities and Income Trust		206,000		206,000		6,058			6,058




Putnam High Income Convertible and Bond Fund		329,000		329,000		9,676			9,676




Radian Group Inc.		2,200,000		2,200,000		64,705			64,705




RBC Capital Services Inc.		250,000		250,000		7,352			7,352




RGA — Reinsurance Trust		3,000,000		3,000,000		88,235			88,235




Roofers Local 96 Annuity Fund		250,000		250,000		7,352			7,352




Salomon Smith Barney Inc.(5)		25,410,000		25,410,000		747,352			747,352




Sheet Metal Workers Local 10 Pension Fund		500,000		500,000		14,705			14,705




Southern Farm Bureau Life Insurance Company		850,000		850,000		25,000			25,000




SPT		1,250,000		1,250,000		36,764			36,764




Standard Insurance Company		1,000,000		1,000,000		29,411			29,411




Sylvan IMA Ltd.		1,000,000		1,000,000		29,411			29,411




Teachers Insurance and Annuity Association		2,500,000		2,500,000		73,529			73,529




The Cockrell Foundation		100,000		100,000		2,941			2,941




The Fondren Foundation		100,000		100,000		2,941			2,941




TQA Master Fund		4,000,000		4,000,000		117,647			117,647




TQA Master Plus Fund		2,000,000		2,000,000		58,823			58,823




Transamerica Life Insurance and Annuities Company		10,000,000		10,000,000		294,117			294,117




TVPSF Franklin Strategic Income Securities Fund		100,000		100,000		2,941			2,941




Unifi, Inc. Profit Sharing Plan and Trust		215,000		215,000		6,323			6,323




United Food and Commercial Workers Local 12262 and Employers Pension Fund		1,500,000		1,500,000		44,117			44,117




University of South Florida		425,000		425,000		12,500			12,500




University of South Florida Foundation		600,000		600,000		17,647			17,647




Van Kampen Harbor Fund		4,000,000		4,000,000		409,963	(6)		117,647




Van Waters & Rogers, Inc. Retirement Plan (f.k.a. Univar Corporation)		430,000		430,000		12,647			12,647




Victory Convertible Securities Fund		800,000		800,000		23,529			23,529




Victory Invest Quality Bond Fund		100,000		100,000		2,941			2,941

S-4


		Principal Amount
		of Notes
		Beneficially Owned		Principal Amount		Common Shares			Common Shares
		Prior to the		of Notes		Owned Prior			Offered
Name		Offering		Offered Hereby		to the Offering(1)			Hereby(2)

Von Ernst Global Portfolio-Convertible Bond			120,000		120,000		3,529			3,529




Zurich HFR Master Hedge Fund			150,000		150,000		4,411			4,411




Any other holder of notes or future transferees from any such holder(7)			38,617,000		38,617,000		1,135,858	(8)		1,135,858

	Total	$	325,000,000	$	325,000,000		9,970,640			9,558,824


(1)	Comprises the Equity Office common shares owned by each selling holder prior to the offering, including the number of whole Equity Office common shares for which the notes held by the selling holder may be exchanged at the initial exchange rate of $34.00 per share. Fractional shares will not be issued upon exchange of the notes; rather, cash will be paid instead of fractional shares, if any. The exchange rate and the number of Equity Office common shares issuable upon exchange of the notes may be adjusted under specified circumstances, which are described in greater detail under “Description of the Notes—Exchange of Notes” beginning on page 8 of the accompanying prospectus. Accordingly, the number of Equity Office common shares issuable upon exchange of the notes may increase or decrease from time to time.

(2)	Assumes the entire aggregate principal amount of notes held by the selling holder is exchanged into Equity Office common shares at the initial exchange rate of $34.00 per share and the offering of those shares by the selling holder under this prospectus supplement and the accompanying prospectus. Fractional shares will not be issued upon exchange of the notes; rather, cash will be paid instead of fractional shares, if any. The exchange rate and the number of Equity Office common shares issuable upon exchange of the notes may be adjusted under specified circumstances, which are described in greater detail under “Description of the Notes—Exchange of Notes” beginning on page 8 of the accompanying prospectus. Accordingly, the number of Equity Office common shares issuable upon exchange of the notes may increase or decrease from time to time. The selling holders may offer and sell under this prospectus supplement and the accompanying prospectus their notes, the Equity Office common shares for which their notes may be exchanged or both.

(3)	2,968,424 common shares of beneficial interest of Equity Office are owned directly by separate entities under management by AEW Capital Management, L.P., which entities do not include AEW Targeted Securities Fund II, L.P. AEW Targeted Securities Fund II, L.P. disclaims beneficial ownership of these securities.

(4)	J.P. Morgan Securities, Inc. and its affiliates have in the past provided Equity Office and its affiliates with investment banking and investment advisory services, including its advisory assignment and the delivery of a fairness opinion relating to the merger of Cornerstone Properties Inc., or Cornerstone, with and into Equity Office. In addition, Morgan Guaranty Trust Company of New York, an affiliate of J.P. Morgan Securities, Inc., served as sole lead arranger, bookrunner and co-syndication agent in arranging a new $1.0 billion revolving credit facility for EOP Partnership and served as joint lead arranger, joint bookrunner and syndication agent for a $1.0 billion term loan for EOP Partnership. In addition, in July 1998, prior to Cornerstone’s merger with Equity Office, William Wilson & Associates, or WWA, was merged with and into Cornerstone and J.P. Morgan Securities, Inc. rendered a fairness opinion in that transaction.

(5)	Salomon Smith Barney Inc. and its affiliates have in the past provided Equity Office and its affiliates with investment banking and investment advisory services. Salomon Smith Barney was the initial purchaser of the notes and acted as co-manager in the underwriting of $360,000,000 of 8.10% notes due August 1, 2010 of EOP Partnership.

(6)	Van Kampen Real Estate Securities Fund, an affiliate of Van Kampen Harbor Fund, owns 292,316 of these common shares.

(7)	Information concerning other selling holders of notes will be set forth in additional prospectus supplements from time to time, as required. No holder may offer notes under the accompanying prospectus until the holder is included as a selling holder in a prospectus supplement to the accompanying prospectus, as provided in the registration rights agreement relating to the notes.

(8)	Assumes that any other holders of notes or any future transferee of notes does not beneficially own any Equity Office common shares other than Equity Office common shares issuable upon exchange of the notes at the initial exchange rate of $34.00 per share.

S-5