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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
ERP OPERATING LIMITED PARTNERSHIP
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(NAME OF ISSUER)
OPERATING PARTNERSHIP UNITS
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(TITLE OF CLASS OF SECURITIES)
N/A
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(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).
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CUSIP No. N/A 13G Page 2 of 5
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1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (entities only)
Equity Residential Properties Trust
13-3675988
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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5 SOLE VOTING POWER
89,085,265
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6 SHARED VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 0
EACH REPORTING ------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
89,085,265
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,085,265
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10 CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
90.0%
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12 TYPE OF REPORTING PERSON*
OO
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ERP 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 ERP
Operating Limited Partnership, an Illinois 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 Residential Properties
Trust, a Maryland real estate investment trust ("EQR").
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
EQR's principal business office is located at Two North
Riverside Plaza, Chicago, Illinois 60606
ITEM 2(c). CITIZENSHIP
EQR'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;
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(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, EQR beneficially owned
89,085,265 Operating Partnership Units.
ITEM 4(b). PERCENT OF CLASS
90.0%
ITEM 4(c). NUMBER OF OPERATING PARTNERSHIP UNITS AS TO WHICH SUCH PERSON
HAS:
(i) Sole power to vote or to direct the vote: 89,085,265;
(ii) Shared power to vote or to direct the vote: 0;
(iii) Sole power to dispose or to direct the disposition of:
89,085,265; 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.
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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, 1998
EQUITY RESIDENTIAL PROPERTIES TRUST
By: /s/Douglas Crocker II
Name: Douglas Crocker II
Its: Chief Executive Officer
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