ERP OPERATING LTD PARTNERSHIP
424B3, 2000-09-11
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                                 $1,430,000,000

                        ERP OPERATING LIMITED PARTNERSHIP

                                 DEBT SECURITIES

                                 ---------------

         From time to time we may offer our unsecured senior debt securities
with an aggregate initial offering price of up to $1,430,000,000 or its
equivalent in a foreign currency based on the exchange rate at the time of sale,
in amounts, at initial prices and on terms determined at the time of offering.
When we decide to offer the debt securities, we will prepare a prospectus
supplement describing the offering and the particular terms of the debt
securities we are selling, which terms will include, among other things:

                  -   the specific title of the debt securities

                  -   the amount of the offering and the offering price

                  -   the form of the debt securities (which may be registered
                      or bearer, certificated or global)

                  -   the denominations in which the debt securities may be
                      offered

                  -   the maturity date - the rate of interest (or manner of
                      calculation thereof) and time of payment of interest

                  -   any applicable terms for redemption (at our option) or
                      repayment (at your option)

                  -   terms for any sinking fund payments

                  -   covenants

                  -   any applicable United States federal income tax
                      considerations

                  -   the exchanges upon which the debt securities are listed,
                      if any

You should read this prospectus and any prospectus supplement carefully before
you make an investment in our securities.

                                 ---------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                                 ---------------

                THE DATE OF THIS PROSPECTUS IS SEPTEMBER 11, 2000.


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S><C>
Where You Can Find More Information About Us.....................................................3
Special Note Regarding Forward-Looking Statements................................................3
Our Business.....................................................................................5
Our Anticipated Use Of Proceeds From Sales Of Debt Securities....................................6
Ratios Of Earnings To Combined Fixed Charges And Preference Unit Distributions...................6
Description Of Debt Securities...................................................................6
Plan Of Distribution............................................................................21
Experts.........................................................................................22
Legal Matters...................................................................................22

</TABLE>

         This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
In this prospectus we will refer to the Securities and Exchange Commission as
the "SEC". Under this shelf process, we may, from time to time, sell the debt
securities described in this prospectus in one or more offerings up to a total
dollar amount of $1,430,000,000.

         This prospectus provides you with a general description of the debt
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information About Us" beginning
on page 3 of this prospectus.

         You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. We are offering to sell securities and making
offers to buy securities only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of the securities. In this prospectus, "we," "us" and
"our" refer to ERP Operating Limited Partnership, an Illinois limited
partnership, and its direct and indirect subsidiaries.


<PAGE>

                  WHERE YOU CAN FIND MORE INFORMATION ABOUT US

         This prospectus does not contain all of the information included in the
registration statement. We have omitted parts of the registration statement in
accordance with the rules and regulations of the SEC. For further information,
we refer you to the registration statement on Form S-3, including its exhibits.
Statements contained in this prospectus about the provisions or contents of any
agreement or other document are not necessarily complete. If SEC rules and
regulations require that such agreement or document be filed as an exhibit to
the registration statement, please see such agreement or document for a complete
description of these matters. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of this
prospectus.

         We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to you at the
SEC's web site at http://www.sec.gov.

         The SEC allows us to "incorporate by reference" into this prospectus
the information we file with it. This means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, until our offering is completed:

         (1)   Annual Report on Form 10-K for the year ended December 31, 1999.

         (2)   Quarterly Reports on Form 10-Q for the periods ended March 31,
               2000 and June 30, 2000.

         (3)   Fifth Amended and Restated ERP Operating Limited Partnership
               Agreement of Limited Partnership filed as Exhibit 4.2 on Form
               8-K/A dated July 23, 1998.

         (4)   Equity Residential Properties Trust Registration Statement on
               Form S-4 dated August 19, 1999.

         (5)   Current Report on Form 8-K dated June 30, 1999.

You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:

                               ERP Operating Limited Partnership
                               Two North Riverside Plaza, Suite 400
                               Chicago, Illinois 60606
                               Attention:  Cynthia McHugh
                               Telephone number: (312) 474-1300


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This prospectus contains certain information that we intend to be
considered "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933. These forward-looking statements relate to such things
as our anticipated future economic performance, our plans and objectives for
future operations and projections of revenue and other financial items, which
can be identified by the use of forward-looking words such as "may," "will,"
"should," "expect," "anticipate," "estimate" or "continue" or the negative
thereof or other variations thereon or comparable terms.

         Actual results could differ materially from those contemplated by these
forward-looking statements as a result of many factors. The cautionary
statements under the caption "Risk Factors" contained in our Annual Report


                                       3
<PAGE>

on Form 10-K for the year ended December 31, 1999, which is incorporated
herein by reference, and other similar statements contained in this
prospectus or any accompanying prospectus supplement identify important
factors with respect to forward-looking statements, including certain risks
and uncertainties, that could cause actual results to differ materially from
those in such forward-looking statements.

         In light of these risks and uncertainties, there can be no assurance
that the results and events contemplated by the forward-looking information
contained in this prospectus will in fact transpire. Potential investors are
cautioned not to place undue reliance on these forward-looking statements. We
do not undertake any obligation to update or revise any forward-looking
statements. All subsequent written or oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by these cautionary statements.


                                       4
<PAGE>

                                  OUR BUSINESS

GENERAL

         Our sole general partner is Equity Residential Properties Trust. Equity
Residential is an equity real estate investment trust, or REIT, organized in
March 1993 to continue the multifamily property business objectives and
acquisition strategies of certain affiliated entities controlled by Mr. Samuel
Zell, Chairman of Equity Residential's Board of Trustees. These affiliated
entities had been engaged in the acquisition, ownership and operation of
multifamily properties since 1969. On August 18, 1993, Equity Residential
commenced operations as a publicly-traded company upon the completion of its
initial public offering. Through tax-free mergers, Equity Residential acquired
the multifamily property businesses of (1) Wellsford Residential Properties
Trust in May 1997, (2) Evans Withycombe Residential, Inc. in December 1997, (3)
Merry Land & Investment Company, Inc. in October 1998, and (4) Lexford
Residential Trust in October 1999. In July 2000, Equity Residential acquired the
corporate housing and furniture rental business of Globe Business Resources,
Inc. Equity Residential conducts substantially all of its operations through
us.

         Our current outstanding interests consist of units of limited
partnership interests, which may be exchanged by the holders thereof for either
common shares of Equity Residential on a one-for-one basis or, at Equity
Residential's option, cash, and a number of series of preference units. The
terms relating to payment of distributions with respect to our units of limited
partnership interests and our Series A, B, C, D, E, F, G, H, K and L preference
units (including the terms covering accrued and unpaid distributions upon
redemption, and of the liquidating preference amount) mirror the respective
terms of Equity Residential's common shares and its Series A, B, C, D, E, F, G,
H, K and L preferred shares. In addition, we have two outstanding series of
junior convertible preference units that were issued in connection with the
acquisition of multifamily properties. We intend to issue additional partnership
interests as may be necessary to meet our capital needs.

         As of June 30, 2000, Equity Residential owned approximately 91% of all
of our outstanding partnership interests (excluding our preference units).
Equity Residential has a policy of not incurring indebtedness other than
short-term trade payables, employee compensation, dividends payable or similar
indebtedness that will be paid in the ordinary course of business, and instead
we incur the debt necessary to fund our business activities and those of Equity
Residential.

         Our corporate headquarters and executive offices are located at Two
North Riverside Plaza, Suite 400, Chicago, Illinois 60606, and our telephone
number is (312) 474-1300. In addition, we have 31 management offices in 22
states.

OPERATING SUBSIDIARIES

         Equity Residential conducts substantially all of its operations
directly or indirectly through us so that, among other things, Equity
Residential is able to comply with technical and complex requirements under the
federal tax law relating to the assets and income that a REIT may hold or earn.
In this regard, Equity Residential established us for the benefit of the
entities that contributed properties in connection with Equity Residential's
initial public offering and in subsequent property contributions in exchange for
our limited partnership interests. By allowing these contributors to receive our
limited partnership interests for their properties instead of cash or Equity
Residential securities, the contributors were able to defer some or all of the
tax consequences that would otherwise have occurred as a result of a sale for
other consideration. We believe that this method of tax deferral aids us in
acquiring additional properties by making these transactions more attractive to
potential sellers.

         Equity Residential has established various noncontrolled subsidiaries
to provide management services because the income from such operations might
jeopardize Equity Residential's REIT status if those services were provided
directly by Equity Residential or by us to third parties. In addition, we have
formed as subsidiaries a series of limited partnerships and limited liability
companies to own the beneficial interest of properties encumbered by mortgage
financing. Directly or through our subsidiaries, we perform substantially all
ownership and management functions with respect to properties owned by Equity
Residential.


                                       5
<PAGE>
          OUR ANTICIPATED USE OF PROCEEDS FROM SALES OF DEBT SECURITIES

         Unless otherwise indicated in the accompanying prospectus supplement,
we intend to use the proceeds from the sale of the debt securities for general
purposes including, without limitation, the acquisition or development of
multifamily properties and the repayment of debt.

                  RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
                        AND PREFERENCE UNIT DISTRIBUTIONS

         The following table sets forth our ratios of earnings to combined fixed
charges and preference unit distributions for the periods shown.

<TABLE>
<CAPTION>
                 For the six months ended
                         June 30                                        For the Years Ended December 31,
              -------------------------------            ------------------------------------------------------------

               2000                     1999              1999          1998         1997          1996         1995
              ------                   ------            ------        ------       ------        ------       ------
              <S>                      <C>               <C>           <C>          <C>           <C>          <C>
               1.52                     1.47              1.48          1.47         1.64          1.59         1.54
</TABLE>

         Ratio of earnings to combined fixed charges and preference unit
distributions represents the ratio of income before gain on disposition of
properties, extraordinary items and allocation to minority interests plus fixed
charges (principally interest expense incurred) to fixed charges and preference
unit distributions.

                         DESCRIPTION OF DEBT SECURITIES

         The following description sets forth certain general terms and
provisions of the debt securities to which any prospectus supplement may relate.
The particular terms of the debt securities being offered and the extent to
which such general provisions may apply will be described in a prospectus
supplement relating to such debt securities.

         The debt securities will be issued under the Indenture dated as of
October 1, 1994, as amended or supplemented from time to time, between us and
Bank One Trust Company, NA, as successor to The First National Bank of Chicago,
as Trustee. The Indenture has been filed as an exhibit to the registration
statement of which this prospectus is a part and is available for inspection at
the corporate trust office of the Trustee at 14 Wall Street, Eighth Floor, New
York, New York or as described above under "Where You Can Find More Information
About Us." The Indenture is subject to, and governed by, the Trust Indenture Act
of 1939. The statements made hereunder relating to the Indenture and the debt
securities to be issued thereunder are summaries of certain provisions thereof
and do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the Indenture and the debt
securities. All section references appearing below refer to sections of the
Indenture.

GENERAL

         The debt securities will be our direct, unsecured obligations and will
rank equally with all of our other unsecured and unsubordinated indebtedness.
Unless otherwise specified in the applicable prospectus supplement, Equity
Residential has no obligation for payment of principal of or interest on the
debt securities. The debt securities may be issued in one or more series, as
determined by the Board of Trustees of Equity Residential, as our general
partner, or as established in the Indenture or in one or more supplements to the
Indenture. All debt securities of one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the holders of the debt securities of such series, for issuances of additional
debt securities of such series (Section 301).

         There may be more than one Trustee under the Indenture, each with
respect to one or more series of debt securities. Any Trustee under the
Indenture may resign or be removed with respect to one or more series of debt
securities, and a successor Trustee may be appointed to act with respect to that
series (Section 608). In the event that two or more persons are acting as
Trustee with respect to different series of debt securities, each shall be a
Trustee of a trust under the applicable Indenture separate and apart from the
trust administered by any other Trustee (Section 609).


                                       6
<PAGE>

Except as otherwise indicated in the Indenture, any action described in the
Indenture to be taken by the Trustee may be taken by each Trustee with
respect to, and only with respect to, the one or more series of debt
securities for which it is Trustee under the Indenture.

         The prospectus supplement will contain the specific terms relating to
the series of debt securities being offered, including without limitation:

         (1)   the title of the debt securities;

         (2)   the aggregate principal amount of the debt securities and any
               limit on the aggregate principal amount;

         (3)   the percentage of the principal amount at which the debt
               securities will be issued and, if other than the principal
               amount thereof, the portion of the principal amount thereof
               payable upon declaration of acceleration of the maturity
               thereof;

         (4)   the date or dates, or the method for determining the date or
               dates, on which the principal of the debt securities will be
               payable;

         (5)   the rate or rates, which may be fixed or variable, or the method
               by which the rate or rates shall be determined, at which the debt
               securities will bear interest, if any;

         (6)   the date or dates, or the method for determining the date or
               dates, from which any interest on the debt securities will
               accrue, the interest payment dates on which any interest will
               be payable, the regular record dates for the interest payment
               dates, or the method by which such dates shall be determined,
               the person to whom interest shall be payable, and the basis
               upon which interest shall be calculated if other than that of
               a 360-day year of twelve 30-day months;

         (7)   the place or places where

               (x)   the principal of (and premium and make-whole amounts, if
                     any) and interest, if any, on debt securities will be
                     payable,

               (y)   debt securities may be surrendered for conversion or
                     registration of transfer or exchange and

               (z)   notices or demands to or upon us in respect of debt
                     securities and the Indenture may be served;

         (8)   the period or periods within which, the price or prices at
               which and the terms and conditions upon which debt securities
               may be redeemed, in whole or in part, at our option, if we are
               to have this option;

         (9)   our obligation, if any, to redeem, repay or purchase debt
               securities at the option of a holder thereof, and the period
               or periods within which, the price or prices as to which and
               the terms and conditions upon which the debt securities will
               be redeemed, repaid or purchased, in whole or in part,
               pursuant to this obligation;

         (10)  if other than United States dollars, the currency or currencies
               in which the debt securities are denominated and payable, which
               may be a foreign currency or units of two or more foreign
               currencies or a composite currency or currencies, and the terms
               and conditions relating thereto;

         (11)  whether the amount of payments of principal (and premium, if
               any) or interest, if any, on the debt securities may be
               determined with reference to an index, formula or other
               method, the basis for such formula, if any, and the manner in
               which amounts shall be determined;


                                       7
<PAGE>

         (12)     any additions to, modifications of or deletions from the terms
                  of the debt securities with respect to the events of default
                  or covenants set forth in the Indenture;

         (13)     whether the debt securities will be issued in certificated or
                  book-entry form;

         (14)     whether the debt securities will be in registered or bearer
                  form and, if in registered form, the denominations thereof if
                  other than $1,000 and any integral multiple thereof and, if in
                  bearer form, the denominations thereof and the terms and
                  conditions relating thereto;

         (15)     the applicability, if any, of the defeasance and covenant
                  defeasance provisions of Article Fourteen of the Indenture;

         (16)     whether and under what circumstances we will pay additional
                  amounts as contemplated in the Indenture in respect of any
                  tax, assessment or governmental charge and, if so, whether we
                  will have the option to redeem the debt securities in lieu of
                  making such payment; and

         (17)     any other terms of the debt securities not inconsistent with
                  the provisions of the Indenture (Section 301).

         The debt securities may provide for less than the entire principal
amount thereof to be payable upon declaration of acceleration of the maturity
("Original Issue Discount Securities"). Special United States federal income
tax, accounting and other considerations applicable to Original Issue Discount
Securities will be described in the applicable prospectus supplement.

         Except as set forth below under "Certain Covenants - Limitations on
Incurrence of Debt," the Indenture does not contain any other provisions that
would limit our ability to incur indebtedness or that would afford holders of
debt securities protection in the event of a highly leveraged or similar
transaction involving us or in the event of a change of control. However,
restrictions on ownership and transfers of Equity Residential's common shares
and preferred shares of beneficial interest are designed to preserve Equity
Residential's status as a REIT and, therefore, may act to prevent or hinder a
change of control. You should refer to the applicable prospectus supplement for
information concerning any deletions from, modifications of or additions to the
events of default or our covenants that are described below, including any
addition of a covenant or other provision providing event risk or similar
protection.

DENOMINATIONS, INTEREST, REGISTRATION AND TRANSFER

         Unless otherwise described in the applicable prospectus supplement, the
registered securities of any series will be issuable in denominations of $1,000
and integral multiples thereof (Section 302).

         Unless otherwise specified in the applicable prospectus supplement, the
principal of (and premium, if any) and interest on any series of debt securities
will be payable at the corporate trust office of the Trustee, initially located
at 14 Wall Street, Eighth Floor, New York, New York; provided that, at our
option, payment of interest may be made by check mailed to the address of the
person entitled thereto as it appears in the security register or by wire
transfer of funds to such person at an account maintained within the United
States (Sections 301, 305, 306, 307 and 1002).

         Any interest not punctually paid or duly provided for on any interest
payment date with respect to a debt security will forthwith cease to be payable
to the holder on the applicable regular record date and may either be paid to
the person in whose name the debt security is registered at the close of
business on a special record date for the payment of the defaulted interest to
be fixed by the Trustee, notice whereof shall be given to the holder of the debt
security not less than ten days prior to the special record date, or may be paid
at any time in any other lawful manner, all as more completely described in the
Indenture (Section 307).

         Subject to certain limitations imposed upon debt securities issued in
book-entry form, the debt securities of any series will be exchangeable for
other debt securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations upon surrender of the
debt securities at the corporate trust office of the


                                       8
<PAGE>

Trustee referred to above. In addition, subject to certain limitations
imposed upon debt securities issued in book-entry form, the debt securities
of any series may be surrendered for conversion, registration of transfer or
exchange thereof at the corporate trust office of the Trustee. Every debt
security surrendered for conversion, registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer. No
service charge will be made for any registration of transfer or exchange of
any debt securities, but we may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith (Section
305). If the applicable prospectus supplement refers to any transfer agent
(in addition to the Trustee) initially designated by us with respect to any
series of debt securities, we may at any time rescind the designation of any
transfer agent or approve a change in the location through which any transfer
agent acts, except that we will be required to maintain a transfer agent in
each place of payment for the applicable series. We may at any time designate
additional transfer agents with respect to any series of debt securities
(Section 1002).

         Neither we nor the Trustee shall be required to:

         (1)      issue, register the transfer of or exchange debt securities of
                  any series during a period beginning at the opening of
                  business 15 days before any selection of debt securities of
                  that series to be redeemed and ending at the close of business
                  on the day of mailing of the relevant notice of redemption;

         (2)      register the transfer of or exchange any debt security, or
                  portion thereof, called for redemption, except the unredeemed
                  portion of any debt security being redeemed in part; or

         (3)      issue, register the transfer of or exchange any debt security
                  that has been surrendered for repayment at the option of the
                  holder, except the portion, if any, of the debt security not
                  to be so repaid (Section 305).

MERGER, CONSOLIDATION OR SALE

         We may consolidate with, or sell, lease or convey all or substantially
all of our assets to, or merge with or into any other entity, provided that

         (1)      we will be the continuing entity, or the successor entity will
                  be an entity organized and existing under the laws of the
                  United States or a state thereof and will expressly assume
                  payment of the principal of and premium (if any) and any
                  interest (including all additional amounts, if any, payable
                  pursuant to Section 1012) on all of the debt securities and
                  the due and punctual performance and observance of all of the
                  covenants and conditions contained in the Indenture;

         (2)      immediately after giving effect to the transaction and
                  treating any indebtedness which becomes our obligation or the
                  obligation of any of our subsidiaries as a result thereof as
                  having been incurred by us, or our Subsidiary at the time of
                  such transaction, no event of default under the Indenture, and
                  no event which after notice or the lapse of time, or both,
                  would become an event of default, shall have occurred and be
                  continuing; and

         (3)      an officer's certificate of Equity Residential, as our general
                  partner, and a legal opinion covering these conditions shall
                  have been delivered to the Trustee (Sections 801 and 803).

CERTAIN COVENANTS

         LIMITATIONS ON INCURRENCE OF DEBT. In this prospectus, the term "Debt"
means any indebtedness of ours or any subsidiary, whether or not contingent, in
respect of

         (1)      borrowed money evidenced by bonds, notes, debentures or
                  similar instruments,

         (2)      indebtedness secured by any mortgage, pledge, lien, charge,
                  encumbrance or any security interest existing on property
                  owned by us or our subsidiaries,


                                       9
<PAGE>

         (3)      the reimbursement obligations, contingent or otherwise, in
                  connection with any letters of credit actually issued or
                  amounts representing the balance deferred and unpaid of the
                  purchase price of any property except any such balance that
                  constitutes an accrued expense or trade payable or

         (4)      any lease of property by us and our subsidiaries as lessee
                  which is reflected on our consolidated balance sheet as a
                  capitalized lease in accordance with generally accepted
                  accounting principles, in the case of items of indebtedness
                  incurred under (1) through (3) above to the extent that any
                  such items (other than letters of credit) would appear as a
                  liability on our consolidated balance sheet in accordance with
                  generally accepted accounting principles, and also includes,
                  to the extent not otherwise included, any obligation of ours
                  or any subsidiary to be liable for, or to pay, as obligor,
                  guarantor or otherwise other than for purposes of collection
                  in the ordinary course of business, indebtedness of another
                  person other than us or any subsidiary, it being understood
                  that Debt shall be deemed to be incurred by us and our
                  subsidiaries on a consolidated basis whenever we or our
                  subsidiaries shall create, assume, guarantee or otherwise
                  become liable in respect thereof.

         We will not, and will not permit any subsidiary to incur any Debt,
other than intercompany Debt representing Debt to which the only parties are
Equity Residential, us and any of our subsidiaries, but only so long as such
Debt is held solely by any of us, Equity Residential and any subsidiary that is
subordinate in right of payment of the debt securities, if, immediately after
giving effect to the incurrence of such additional Debt, the aggregate principal
amount of all of our outstanding Debt and of our subsidiaries on a consolidated
basis determined in accordance with generally accepted accounting principles is
greater than 60% of the sum of

         (1)      our Total Assets (as defined below) as of the end of the
                  calendar quarter covered in our Annual Report on Form 10-K or
                  Quarterly Report on Form 10-Q, as the case may be, most
                  recently filed with the SEC (or, if such filing is not
                  permitted under the Exchange Act, with the Trustee) prior to
                  the incurrence of such additional Debt; and

         (2)      the increase in Total Assets from the end of such quarter
                  including, without limitation, any increase in Total Assets
                  caused by the incurrence of the additional Debt (this increase
                  together with Equity Residential's Total Assets shall be
                  referred to as the "Adjusted Total Assets") (Section 1004).

         In addition to the foregoing limitation on the incurrence of Debt, we
will not and will not permit any of our subsidiaries to incur any Debt if the
ratio of Consolidated Income Available for Debt Service (as defined below) to
the Maximum Annual Service Charge (as defined below) for the four consecutive
fiscal quarters most recently ended prior to the date on which additional Debt
is to be incurred shall have been less than 1.5 to 1, on a pro forma basis after
giving effect to the incurrence of the additional Debt and to the application of
the proceeds therefrom, and calculated on the assumption that

         (1)      the additional Debt and any other Debt incurred by us or our
                  subsidiaries since the first day of the four-quarter period
                  and the application of the proceeds therefrom, including to
                  refinance other Debt, had occurred at the beginning of the
                  period;

         (2)      our repayment or retirement of any other Debt by us or our
                  subsidiaries since the first day of the four-quarter period
                  had been incurred, repaid or retired at the beginning of the
                  period (except that, in making such computation, the amount of
                  Debt under any revolving credit facility shall be computed
                  based upon the average daily balance of the Debt during the
                  period);

         (3)      the income earned on any increase in Adjusted Total Assets
                  since the end of the four-quarter period had been earned, on
                  an annualized basis, during the period; and

         (4)      in the case of any acquisition or disposition by us or any of
                  our subsidiaries of any asset or group of assets since the
                  first day of the four-quarter period, including, without
                  limitation, by merger, stock purchase or sale, or asset
                  purchase or sale, the acquisition or disposition or any
                  related repayment of


                                      10
<PAGE>

                  Debt had occurred as of the first day of the period with
                  the appropriate adjustments with respect to the acquisition
                  or disposition being included in such pro forma calculation
                  (Section 1004).

The term "Consolidated Income Available for Debt Service" for any period means
the Consolidated Net Income as defined below of us and our subsidiaries plus
amounts which have been deducted for

         (1)      interest on our Debt and Debt of our subsidiaries,

         (2)      provision for our taxes and those of our subsidiaries based on
                  income,

         (3)      amortization of debt discount,

         (4)      provisions for gains and losses on properties,

         (5)      depreciation and amortization,

         (6)      the effect of any non-cash charge resulting from a change in
                  accounting principles in determining Consolidated Net Income
                  for such period; and

         (7)      amortization of deferred charges.

         "Consolidated Net Income" for any period means the amount of our
consolidated net income (or loss) and that of any Subsidiary for such period
determined on a consolidated basis in accordance with generally accepted
accounting principles.

         "Maximum Annual Service Charge" as of any date means the maximum amount
which is payable in any 12 month period for interest on Debt.

         In addition to the foregoing limitations on the incurrence of Debt, we
will not, and will not permit any of our subsidiaries to incur any Debt secured
by any mortgage, lien, charge, pledge, encumbrance or security interest of any
kind upon any of our property or the property of any subsidiary ("Secured
Debt"), whether owned at the date of the Indenture or thereafter acquired, if,
immediately after giving effect to the incurrence of additional Secured Debt,
the aggregate principal amount of all of our outstanding Secured Debt and the
Secured Debt of our subsidiaries on a consolidated basis is greater than 40% of
the Adjusted Total Assets (Section 1004).

         Notwithstanding the limitation set forth in the preceding paragraph, we
or a Subsidiary may incur Secured Debt, provided that it is incurred under the
Acquisition Lines of Credit, as defined below, and provided further that after
the increase of the Secured Debt under the Acquisition Lines of Credit, the
aggregate principal amount of all outstanding Secured Debt, including debt under
our Acquisition Lines of Credit or the Acquisition Lines of Credit of our
subsidiaries, does not exceed 45% of the Adjusted Total Assets; provided,
however, that the aggregate principal amount of all outstanding Secured Debt on
a consolidated basis may exceed 40% of the Adjusted Total Assets for not more
than 270 days of any consecutive 360 day period. The term "Acquisition Lines of
Credit" means, collectively, any of our secured lines of credit or secured lines
of credit of any subsidiary, the proceeds of which shall be used to, among other
things, acquire interests, directly or indirectly, in real estate (Section
1004).

         For purposes of the foregoing provisions regarding the limitation on
the incurrence of Debt, Debt shall be deemed to be "incurred" by us and our
subsidiaries on a consolidated basis whenever we or any of our subsidiaries on a
consolidated basis shall create, assume, guarantee or otherwise become liable in
respect thereof (Section 1004).

         RESTRICTIONS ON DISTRIBUTIONS. We will not make any distribution, by
reduction of capital or otherwise (other than distributions payable in
securities evidencing interests in our capital for the purpose of acquiring
interests in real property or otherwise) if, immediately after the distribution
the aggregate of all distributions made since March 31, 1993 shall exceed our
and our subsidiaries' Funds from Operations from March 31, 1993 until the end of
the calendar quarter covered in our Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, as the case may be, most recently filed


                                      11
<PAGE>

with the SEC (or, if such filing is not permitted under the Exchange Act,
with the Trustee) prior to the distribution; provided, however, that the
foregoing limitation shall not apply to any distribution which is necessary
to maintain Equity Residential's status as a REIT under the Internal Revenue
Code, if the aggregate principal amount of all of our outstanding Debt and
the Debt of our Subsidiaries on a consolidated basis at such time is less
than 60% of Adjusted Total Assets (Section 1005). The term "Funds from
Operations" for any period means our Consolidated Net Income for the period
without giving effect to depreciation and amortization, gains or losses from
extraordinary items, gains or losses on sales of real estate, gains or losses
on investments in marketable securities and any provision/benefit for income
taxes for such period, plus funds from operations of unconsolidated joint
ventures, all determined on a consistent basis in accordance with generally
accepted accounting principles.

         Notwithstanding the foregoing, we will not be prohibited from making
the payment of any distribution within 30 days of the declaration thereof if at
such date of declaration the payment would have complied with the provisions of
the immediately preceding paragraph (Section 1005).

         EXISTENCE. Except as permitted under "Merger, Consolidation or Sale,"
we will do or cause to be done all things necessary to preserve and keep in full
force and effect our existence, rights and franchises; provided, however, that
we shall not be required to preserve any right or franchise if we determine that
its preservation is no longer desirable in the conduct of our business, and that
the loss thereof is not disadvantageous in any material respect to the holders
of the debt securities (Section 1006).

         MAINTENANCE OF PROPERTIES. We will cause all of our properties used or
useful in the conduct of our business or the business of any of our subsidiaries
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
our judgment may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that we shall not be prevented from selling or otherwise disposing of
properties for value in the ordinary course of business (Section 1007).

         INSURANCE. We will and will cause each of our subsidiaries to keep all
insurable properties insured against loss or damage at least equal to their then
fully insurable value with financially sound and reputable insurance companies
(Section 1008).

         PAYMENT OF TAXES AND OTHER CLAIMS. We will pay or discharge or cause to
be paid or discharged, before the same shall become delinquent:

         (1)      all taxes, assessments and governmental charges levied or
                  imposed upon us or any of our subsidiaries or upon our or our
                  subsidiaries' income, profits or property, and

         (2)      all lawful claims for labor, materials and supplies which, if
                  unpaid, might by law become a lien upon our or our
                  subsidiaries' property; provided, however, that we will not be
                  required to pay or discharge or cause to be paid or discharged
                  any such tax, assessment, charge or claim whose amount,
                  applicability or validity is being contested in good faith by
                  appropriate proceedings (Section 1009).

         PROVISION OF FINANCIAL INFORMATION. The holders of the debt securities
will be provided with copies of our annual reports and quarterly reports.
Whether or not we are subject to Section 13 or 15(d) of the Exchange Act, we
will, to the extent permitted under the Exchange Act, file with the SEC the
annual reports, quarterly reports and other documents which we would have been
required to file with the SEC pursuant to Section 13 or 15(d) if we were so
subject, such documents to be filed with the SEC on or prior to the respective
dates by which we would have been required so to file such documents if we were
so subject. We will also in any event

         (1)      within 15 days of each required filing date (x) transmit by
                  mail to all holders of debt securities, as their names and
                  addresses appear in the security register, without cost to
                  such holders, copies of the annual reports and quarterly
                  reports which we would have been required to file with the SEC
                  pursuant to Section 13 or 15(d) of the Exchange Act if we were
                  subject to those Sections and (y) file with the


                                      12
<PAGE>

                  Trustee copies of the annual reports, quarterly reports and
                  other documents which we would have been required to file
                  with the SEC pursuant to Section 13 or 15(d) of the
                  Exchange Act if we were subject to those Sections, and

         (2)      if filing such documents by us with the SEC is not permitted
                  under the Exchange Act, promptly upon written request and
                  payment of the reasonable cost of duplication and delivery,
                  supply copies of the documents to any prospective holder
                  (Section 1010).

ADDITIONAL COVENANTS AND/OR MODIFICATIONS TO THE COVENANTS DESCRIBED ABOVE

         In addition to the covenants described in the section entitled "Certain
Covenants - Limitations on Incurrence of Debt" above, we are required to
maintain Total Unencumbered Assets of not less than 150% of the aggregate
outstanding principal amount of our Unsecured Debt. As of June 30, 2000, our
Total Unencumbered Assets were equal to approximately 337% of the aggregate
outstanding amount of our Unsecured Debt. The term "Total Unencumbered Assets"
means the sum of (1) those Undepreciated Real Estate Assets not subject to an
encumbrance and (2) all other assets of ours and our Subsidiaries not subject to
an encumbrance determined in accordance with generally accepted accounting
principles (but excluding accounts receivable and intangibles). "Unsecured Debt"
means our Debt and the Debt of any Subsidiary which is not secured by any
mortgage, lien, charge, pledge or security interest of any kind upon any of the
properties.

         Any additional covenants and/or modifications to the covenants
described above with respect to any series of debt securities will be set forth
in the prospectus supplement relating thereto.

As used herein,

         "Make-Whole Amount" means, in connection with any optional redemption
or accelerated payment of any Note, the excess, if any, of (1) the aggregate
present value as of the date of the redemption or accelerated payment of each
dollar of principal being redeemed or paid and the amount of interest (exclusive
of interest accrued to the date of redemption or accelerated payment) that would
have been payable in respect of that dollar if such redemption or accelerated
payment had not been made, determined by discounting, on a semiannual basis,
such principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date such notice of redemption is given or
declaration of acceleration is made) from the respective dates on which the
principal and interest would have been payable if the redemption or accelerated
payment had not been made, over (2) the aggregate principal amount of the Notes
being redeemed or paid.

         "Reinvestment Rate" means .25% (one-fourth of one percent) plus the
arithmetic means of the yields under the respective heading "Week Ending"
published in the most recent Statistical Release under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the
principal being redeemed or paid. If no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding sentence
and the Reinvestment Rate shall be interpolated or extrapolated from such yields
on a straight-line basis, rounding in each of such relevant periods to the
nearest month. For the purposes of calculating the Reinvestment Rate, the most
recent Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.

         "Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the
Indenture, then such other reasonably comparable index which shall be designated
by us.

         "Subsidiary" means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability
company or partnership interests, as the case may be, of which is owned,
directly or indirectly, by us or by one or more other of our subsidiaries. For
the purposes of this definition, "voting stock" means


                                      13
<PAGE>

stock having voting power for the election of directors, managing members or
trustees, whether at all times or only so long as no senior class of stock
has such voting power by reason of any contingency.

         "Total Assets" as of any date means the sum of (1) our Undepreciated
Real Estate Assets and those of our subsidiaries and (2) all other assets of
ours and our subsidiaries on a consolidated basis determined in accordance with
generally accepted accounting principles (but excluding intangibles and accounts
receivable).

         "Undepreciated Real Estate Assets" as of any date means the cost
(original cost plus capital improvements) of real estate assets of ours and our
Subsidiaries not subject to an encumbrance determined in accordance with
generally accepted accounting principles.

EVENTS OF DEFAULT, NOTICE AND WAIVER

         The Indenture provides that the following events are "events of
default" with respect to the debt securities issued thereunder:

         (1)      default for 30 days in the payment of any interest on any debt
                  security of such series;

         (2)      default in the payment of the principal of (or premium, if
                  any) on any debt security of such series at its maturity;

         (3)      default in the performance, or breach, of any other covenant
                  or warranty of ours contained in the Indenture (other than a
                  covenant added to the Indenture solely for the benefit of a
                  series of debt securities issued thereunder other than such
                  series), continued for 60 days after written notice as
                  provided in the applicable Indenture;

         (4)      an event of default under any Debt, as defined in any
                  indenture or instrument evidencing such Debt, whether such
                  indebtedness now exists or shall hereinafter be created, the
                  repayment of which we are directly responsible or liable as
                  obligor or guarantor on a full recourse basis, for outstanding
                  indebtedness for borrowed money in, or a guarantee for, a
                  principal amount in excess of $10,000,000, shall happen and be
                  continuing and such indebtedness shall have been accelerated
                  so that the same shall be or become due and payable prior to
                  the date on which the same would otherwise have become due and
                  payable or we shall default in the payment at final maturity
                  of outstanding indebtedness for borrowed money in a principal
                  amount in excess of $10,000,000, without such indebtedness
                  having been discharged, or such acceleration having been
                  rescinded or annulled; and

         (5)      certain events of bankruptcy, insolvency or reorganization, or
                  court appointment of a receiver, liquidator or trustee of
                  ours, any Significant Subsidiary or any of our or their
                  property and any other event of default (Section 501).
                  "Significant Subsidiary" means any subsidiary of ours which is
                  a "Significant Subsidiary" (within the meaning of Regulation
                  S-X, promulgated under the Securities Act).

         If an event of default under the Indenture with respect to debt
securities of any series at the time outstanding occurs and is continuing, then
in every such case the Trustee or the holders of not less than 25% of the
principal amount of the outstanding debt securities of that series will have the
right to declare the principal of (or, if the debt securities of that series are
original issue discount securities or indexed securities, such portion of the
principal amount as may be specified in the terms thereof) and premium (if any)
on all of the debt securities of that series to be due and payable immediately
by written notice thereof to us (and to the Trustee if given by the holders).
However, at any time after such a declaration of acceleration with respect to
debt securities of such series (or of all debt securities then outstanding under
the Indenture, as the case may be) has been made, but before a judgment or
decree for payment of the money due has been obtained by the Trustee, the
holders of not less than a majority in principal amount of outstanding debt
securities of such series (or of all debt securities then outstanding under the
Indenture, as the case may be) may rescind and annul such declaration and its
consequences if


                                      14
<PAGE>

         (1)      we shall have paid or deposited with the Trustee all required
                  payments of the principal of and premium (if any) and interest
                  on the outstanding debt securities of such series (or of all
                  debt securities then outstanding under the Indenture, as the
                  case may be), plus certain fees, expenses, disbursements and
                  advances of the Trustee, and

         (2)      all events of default, other than the non-payment of
                  accelerated principal or interest, with respect to the debt
                  securities of such series (or of all debt securities then
                  outstanding under the Indenture, as the case may be) have been
                  cured or waived as provided in the Indenture (Section 502).

         (3)      The Indenture also provides that the holders of not less than
                  a majority in principal amount of the outstanding debt
                  securities of any series (or of all debt securities then
                  outstanding under the Indenture, as the case may be) may waive
                  any past default with respect to such series and its
                  consequences, except a default (x) in the payment of the
                  principal of and premium (if any) or interest on any debt
                  security of such series or (y) in respect of a covenant or
                  provision contained in the Indenture that cannot be modified
                  or amended without the consent of the holder of each
                  outstanding debt security affected thereby (Section 513).

         The Trustee will be required to give notice to the holders of debt
securities within 90 days of a default under the Indenture, unless the default
shall have been cured or waived; provided, however, that the Trustee may
withhold notice to the holders of any series of debt securities of any default
with respect to that series (except a default in the payment of the principal of
and premium (if any) or interest on any debt security) if and so long as the
responsible officers of the Trustee consider such withholding to be in the
interest of those holders (Section 601).

         The Indenture provides that no holders of debt securities of any series
may institute any proceedings, judicial or otherwise, with respect to the
Indenture or for any remedy thereunder, except in the case of failure of the
Trustee, for 60 days, to act after it has received a written request to
institute proceedings in respect of an event of default from the holders of not
less than 25% in principal amount of the outstanding debt securities of such
series, as well as an offer of indemnity reasonably satisfactory to it (Section
507). This provision will not prevent, however, any holder of debt securities
from instituting suit for the enforcement of payment of the principal of and
premium (if any) and interest on such debt securities at the respective due
dates thereof (Section 508).

         Subject to provisions in the Indenture relating to its duties in case
of default, the Trustee is under no obligation to exercise any of its rights or
powers under the Indenture at the request or direction of any holders of any
series of debt securities then outstanding under the Indenture, unless such
holders shall have offered to the Trustee reasonable security or indemnity
(Section 602). The holders of not less than a majority in principal amount of
the outstanding debt securities of any series (or of all debt securities then
outstanding under the Indenture, as the case may be) shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or of exercising any trust or power conferred upon the
Trustee. However, the Trustee may refuse to follow any direction which is in
conflict with any law or the Indenture, which may involve the Trustee in
personal liability or which may be unduly prejudicial to the holders of debt
securities of such series not joining therein (Section 512).

         Within 120 days after the close of each fiscal year, we must deliver to
the Trustee a certificate, signed by one of several specified officers of Equity
Residential as to the officer's knowledge of our compliance with all conditions
and covenants under the Indenture, and, in the event of any noncompliance,
specifying each instance of noncompliance and the nature and status thereof.

MODIFICATION OF THE INDENTURE

         Modifications and amendments of the Indenture may be made only with the
consent of the holders of not less than a majority in principal amount of all
outstanding debt securities of each series issued under the Indenture which are
affected by the modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the holder of each such
debt security affected thereby:


                                      15
<PAGE>

         (1)      change the stated maturity of the principal of, or any
                  installment of principal of and premium (if any) or interest
                  on, any debt security;

         (2)      reduce the principal amount of, or the rate or amount of
                  interest on, or premium payable upon the redemption of any
                  debt security;

         (3)      change the place of payment, or the currency, for payment of
                  principal of any debt security or any premium or interest on
                  any debt security;

         (4)      impair the right to institute suit for the enforcement of any
                  payment on or with respect to any debt security;

         (5)      reduce the above-stated percentage of outstanding debt
                  securities of any series necessary to modify or amend the
                  Indenture, to waive compliance with certain provisions thereof
                  or certain defaults and consequences thereunder or to reduce
                  the quorum or voting requirements set forth in the Indenture;

         (6)      modify any of the foregoing provisions or any of the
                  provisions relating to the waiver of certain past defaults or
                  certain covenants, except to increase the required percentage
                  to effect such action or to provide that certain other
                  provisions may not be modified or waived without the consent
                  of the holder of the debt security; or

         (7)      adversely modify or affect (in any manner adverse to the
                  holders) the terms and conditions of our obligations in
                  respect of the due and punctual payment of the principal of
                  and premium (if any), or interest on the debt securities
                  (Section 902).

         The holders of not less than a majority in principal amount of
outstanding debt securities of each series affected thereby have the right to
waive our compliance with certain covenants in the Indenture (Section 1013).

         Modifications and amendments of the Indenture may be permitted to be
made by us and the Trustee without the consent of any holders of debt securities
for any of the following purposes:

         (1)      to evidence the succession of another person as obligor under
                  the Indenture;

         (2)      to add to our covenants for the benefit of the holders of all
                  or any series of debt securities or to surrender any right or
                  power conferred upon us in Indenture;

         (3)      to add events of default for the benefit of the holders of all
                  or any series of debt securities;

         (4)      to change or eliminate any of the provisions of the Indenture,
                  provided that any such change or elimination shall become
                  effective only when there is no debt security outstanding of
                  any series created prior to the modification or amendment
                  which is entitled to the benefit of such provision;

         (5)      to secure the debt securities;

         (6)      to provide for the acceptance of appointment by a successor
                  Trustee or facilitate the administration of the trusts under
                  the Indenture by more than one Trustee;

         (7)      to cure any ambiguity, defect or inconsistency in the
                  Indenture, provided that such action shall not adversely
                  affect the interests of holders of debt securities of any
                  series issued under the Indenture in any material respect; or

         (8)      to supplement any of the provisions of the Indenture to the
                  extent necessary to permit or facilitate defeasance and
                  discharge of any series of debt securities, provided that such
                  action shall not adversely


                                      16
<PAGE>

                  affect the interests of the holders of the debt securities
                  of any series in any material respect (Section 901).

         The Indenture provides that in determining whether the holders of the
requisite principal amount of outstanding debt securities of a series have given
any request, demand, authorization, direction, notice, consent or waiver
thereunder or whether a quorum is present at a meeting of holders of debt
securities, debt securities owned by us, or by any other obligor upon the debt
securities or any affiliate of ours, Equity Residential or of any other obligor,
shall be disregarded.

         The Indenture contains provisions for convening meetings of the holders
of debt securities of a series (Section 1501). A meeting may be called at any
time by the Trustee, and also, upon request, by us or by the holders of at least
10% in principal amount of the outstanding debt securities of such series, or in
any such case, upon notice given as provided in the Indenture (Section 1502).
Except for any consent that must be given by the holder of each debt security
affected by certain modifications and amendments of the Indenture, any
resolution presented at a meeting or adjourned meeting duly reconvened at which
a quorum is present may be adopted by the affirmative vote of the holders of a
majority in principal amount of the outstanding debt securities of that series;
provided, however, that, except as referred to above, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that may be made, given or taken by the holders of a
specified percentage, which is less than a majority, in principal amount of the
outstanding debt securities of a series may be adopted at a meeting or adjourned
meeting duly reconvened at which a quorum is present by the affirmative vote of
the holders of such specified percentage in principal amount of the outstanding
debt securities of that series. Any resolution passed or decision taken at any
meeting of holders of debt securities of any series duly held in accordance with
the Indenture will be binding on all holders of debt securities of that series.
The quorum at any meeting called to adopt a resolution, and at any reconvened
meeting, will be persons holding or presenting a majority in principal amount of
the outstanding debt securities of a series; provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver which
may be given by the holders of not less than a specified percentage in principal
amount of the outstanding debt securities of a series, the persons holding or
representing such specified percentage in principal amount of the outstanding
debt securities will constitute a quorum (Section 1504).

         Notwithstanding the foregoing provisions, if any action is to be taken
at a meeting of holders of debt securities of any series with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action that the Indenture expressly provides may be made, given or taken by the
holders of a specified percentage in principal amount of all outstanding debt
securities affected thereby, or of the holders of any series and one or more
additional series:

         (1)      there shall be no minimum quorum requirement for the meeting;
                  and

         (2)      the principal amount of the outstanding debt securities of the
                  series that vote in favor of the request, demand,
                  authorization, direction, notice, consent, waiver or other
                  action shall be taken into account in determining whether such
                  request, demand, authorization, direction, notice, consent,
                  waiver or other action has been made, given or taken under the
                  Indenture (Section 1504).

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

         We may discharge certain obligations to holders of any series of debt
securities that either have become due and payable or will become due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the Trustee, in trust, funds in an amount sufficient
to pay and discharge the entire indebtedness on such debt securities in respect
of principal and premium (if any) and interest to the date of such deposit (if
such debt securities have become due and payable) or to the stated maturity or
redemption date, as the case may be (Section 1401).

         The Indenture provides that, if the provisions of Article Fourteen of
the Indenture are made applicable to the debt securities of or within any series
pursuant to Section 301 of the Indenture, we may elect either


                                      17
<PAGE>

         (1)      to defease and be discharged from any and all obligations with
                  respect to such debt securities (except for the obligations to
                  register the transfer or exchange of such debt securities, to
                  replace temporary or mutilated, destroyed, lost or stolen debt
                  securities, to maintain an office or agency in respect of such
                  debt securities and to hold moneys for payment in trust)
                  (referred to herein as "defeasance") (Section 1402), or

         (2)      to be released from its obligations with respect to such debt
                  securities under Sections 1004 to 1010, inclusive, of the
                  Indenture (being the restrictions described under "Certain
                  Covenants") and any omission to comply with such obligations
                  shall not constitute a default or an event of default with
                  respect to the debt securities (referred to herein as
                  "covenant defeasance") (Section 1403),

in either case upon the irrevocable deposit by us with the Trustee, in trust,
of an amount, in cash or Government Obligations (as defined below), or both,
which through the scheduled payment of principal and interest in accordance
with their terms will provide money in an amount sufficient without
reinvestment to pay the principal of and premium (if any) and interest on
such debt securities on the scheduled due dates therefor.

         Such a trust may only be established if, among other things, we have
delivered to the applicable Trustee an opinion of counsel (as specified in
the Indenture) to the effect that the holders will not recognize income, gain
or loss for U.S. federal income tax purposes as a result of defeasance or
covenant defeasance and will be subject to U.S. federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if the defeasance or covenant defeasance had not occurred, and the
opinion of counsel, in the case of defeasance, must refer to and be based
upon a ruling of the Internal Revenue Service or a change in applicable
United States federal income tax law occurring after the date of the
Indenture (Section 1404).

         "Government Obligations" means securities that are (1) direct
obligations of the United States of America, for the payment of which its
full faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, that are
not callable or redeemable at the option or the issuer thereof, and shall
also include a depository receipt issued by a bank or trust company as
custodian with respect to any Government Obligation or specific payment of
interest on or principal of any Government Obligation held by the custodian
for the account of the holder of a depository receipt, provided that (except
as required by law) the custodian is not authorized to make any deduction
from the amount payable to the holder of the depository receipt from any
amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by the depository receipt.

         In the event we effect covenant defeasance with respect to any debt
securities, and those debt securities are declared due and payable because of
the occurrence of any event of default other than the event of default
described in clause (3) under "Events of Default, Notice and Waiver" with
respect to Sections 1004 to 1010, inclusive, of the Indenture (which Sections
would no longer be applicable to such debt securities), the amount of
Government Obligations on deposit with the Trustee will be sufficient to pay
amounts due on such debt securities at the time of their stated maturity but
may not be sufficient to pay amounts due on such debt securities at the time
of the acceleration resulting from the event of default. However, we would
remain liable to make payment of such amounts due at the time of acceleration.

         The applicable prospectus supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance
including any modifications to the provisions described above, with respect
to the debt securities of or within a particular series.

REDEMPTION OF SECURITIES

         The Indenture provides that the debt securities may be redeemed at
any time at our option, in whole or in part, at the redemption price, except
as may otherwise be provided in connection with any debt securities or series
thereof.

                                       18

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         From and after notice has been given as provided in the Indenture,
if funds for the redemption of any debt securities called for redemption
shall have been made available on the redemption date, such debt securities
will cease to bear interest on the date fixed for such redemption specified
in such notice and the only right of the holders of the debt securities will
be to receive payment of the redemption price.

         Notice of optional redemption of any debt securities will be given
to holders at their addresses, as shown in the security register, not more
than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price
and the principal amount of the debt securities held by the holder to be
redeemed.

         If we elect to redeem debt securities, we will notify the Trustee at
lease 45 days prior to the redemption date (or such shorter period as
satisfactory to the Trustee) of the aggregate principal amount of debt
securities to be redeemed and the redemption date. If less than all the debt
securities are to be redeemed, the Trustee shall select the debt securities
to be redeemed PRO RATA, by lot or in such manner as it shall deem fair and
appropriate.

BOOK ENTRY REGISTRATION

         If the applicable prospectus supplement so indicates, the debt
securities will be represented by one or more certificates (the "Global
Notes"). The Global Notes representing debt securities will be deposited
with, or on behalf of, The Depository Trust Company ("DTC") or other
successor depository appointed by us (DTC or such other depository is herein
referred to as the "Depository") and registered in the name of the Depository
or its nominee. Unless and until it is exchanged in whole or in part for debt
securities in definitive form under the limited circumstances described
below, the Global Note may not be transferred except as a whole (i) by DTC
for the Global Note to a nominee of DTC, (ii) by a nominee of DTC to DTC or
another nominee of DTC, or (iii) by DTC or any such nominee to a successor of
DTC or a nominee of such successor.

         DTC currently limits the maximum denomination of any single Global
Note to $150,000,000. Therefore, for purposes hereof, "Global Note" refers to
the Global Note or Global Notes representing the entire issue of debt
securities of a particular series.

         Ownership of beneficial interests in the Global Note will be limited
to persons that have accounts with DTC for the Global Note ("participants")
or persons that may hold interests through participants. Upon the issuance of
the Global Note, DTC will credit, on its book-entry registration and transfer
system, the participants' accounts with the respective principal amounts of
the debt securities represented by the Global Note beneficially owned by such
participants. Ownership of beneficial interests in the Global Note will be
shown on, and the transfer of such ownership interests will be effected only
through, records maintained by DTC (with respect to interests of
participants) and on the records of participants (with respect to interests
of persons holding through participants). The laws of some states may require
that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the
ability to own, transfer, or pledge beneficial interests in the Global Note.

         So long as DTC or its nominee is the registered owner of the Global
Note, DTC or such nominee, as the case may be, will be considered the sole
owner or holder of the debt securities represented by the Global Note for all
purposes under the Indenture. Except as set forth below, owners of beneficial
interests in the Global Note will not be entitled to have the debt securities
represented by the Global Note registered in their names, will not receive or
be entitled to receive physical delivery of the debt securities in definitive
form, and will not be considered the owners or holders thereof under the
Indenture. Accordingly, each person owning a beneficial interest in the
Global Note must rely on the procedures of DTC and, if such person is not a
participant, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the Indenture.

         We understand that under existing industry practices, if we request
any action of holders or if an owner of a beneficial interest in the Global
Note desires to give or take any action that a holder is entitled to give or
take under the Indenture, DTC would authorize the participants holding the
relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such
participants to give or take such action or would otherwise act upon the
instructions of beneficial owners holding through them.

                                       19

<PAGE>


         Principal and interest payments on debt securities represented by
the Global Note will be made to DTC or its nominee, as the case may be, as
the registered owner of the Global Note. Neither we nor the Trustee, or any
other agent of ours or agent of the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in the Global Note or for
maintaining, supervising, or reviewing any records relating to such
beneficial ownership interests.

         We expect that DTC, upon receipt of any payment of principal or
interest in respect of the Global Note, will immediately credit participants'
accounts with payments in amounts proportionate to their respective
beneficial interests in the Global Note as shown on the records of DTC. We
also expect that payments by participants to owners of beneficial interests
in the Global Note held through such participants will be governed by
standing customer instructions and customary practices, as is not the case
with the securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
participants.

         If DTC is at any time unwilling or unable to continue as depository
for the debt securities and we fail to appoint a successor Depository
registered as a clearing agency under the Exchange Act within 90 days, we
will issue the debt securities in definitive form in exchange for the Global
Note. Any debt securities issued in definitive form in exchange for the
Global Note will be registered in such name or names, and will be issued in
denominations of $1,000 and such integral multiples thereof, as DTC shall
instruct the Trustee. It is expected that such instructions will be based
upon directions received by DTC from participants with respect to ownership
of beneficial interests in the Global Note.

         DTC has advised us of the following information regarding DTC. DTC
is a limited-purpose trust company organized under the Banking Laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and
a "clearing agency" registered pursuant to the provisions of Section 17A of
the Exchange Act. DTC was created to hold securities of its participants and
to facilitate the clearance and settlement of transactions among its
participants in the securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. DTC's participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations, some of which (and/or their representatives) own
DTC. Access to DTC book-entry system is also available to others, such as
banks, brokers, dealers, and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.

SAME-DAY SETTLEMENT

         Unless the applicable prospectus supplement so indicates, settlement
for the debt securities will be made by the underwriters, dealers or agents
in immediately available funds and all payments of principal and interest on
the debt securities will be made by us in immediately available funds.

         Secondary trading in long-term notes and debentures of corporate
issuers is generally settled in clearinghouse or next-day funds. In contrast,
the debt securities subject to settlement in immediately available funds will
trade in DTC's Same-Day Funds Settlement System until maturity or until the
debt securities are issued in certificated form, and secondary market trading
activity in such debt securities will therefore be required by DTC to settle
in immediately available funds. No assurance can be given as to the effect,
if any, of settlement in immediately available funds on trading activity in
the debt securities.

                                       20

<PAGE>

                              PLAN OF DISTRIBUTION

         We may sell the debt securities to one or more underwriters for
public offering and sale by them or may sell the debt securities to investors
directly or through agents. Any underwriter or agent involved in the offer
and sale of the debt securities will be named in the applicable prospectus
supplement.

         Underwriters may offer and sell the debt securities at a fixed price
or prices, which may be changed, at prices related to the prevailing market
prices at the time of sale or at negotiated prices. We may, from time to
time, authorize underwriters acting as our agents to offer and sell the debt
securities upon the terms and conditions as are set forth in the applicable
prospectus supplement. In connection with the sale of the debt securities,
underwriters may be deemed to have received compensation from us in the form
of underwriting discounts or commissions and may also receive commissions
from purchasers of the debt securities for whom they may act as agent.
Underwriters may sell debt securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they
may act as agent.

         Any underwriting compensation paid by us to underwriters or agents
in connection with the offering of the debt securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the debt securities
may be deemed to be underwriters, and any discounts and commissions received
by them and any profit realized by them on resale of the debt securities may
be deemed underwriting discounts and commissions, under the Securities Act.
Underwriters, dealer and agents may be entitled, under agreements entered
into with us, to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act.

         If the applicable prospectus supplement indicates, we will authorize
underwriters or other persons acting as our agents to solicit offers by
certain institutions to purchase debt securities from us at the public
offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on the date or dates
stated in the prospectus supplement. The amount of each contract and the
aggregate principal amount of debt securities sold pursuant to contracts
shall be the respective amounts stated in the applicable prospectus
supplement. Contracts, when authorized, may be made with institutions such as
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions
but will in all cases be subject to our approval. Contracts will not be
subject to any conditions except (1) the purchase by an institution shall not
at the time of delivery be prohibited under the laws of any jurisdiction in
the United States to which an institution is subject, and (2) if the debt
securities are being sold to underwriters, we shall have sold to those
underwriters the total principal amount of the debt securities less the
principal amount thereof covered by contracts.

         Some of the underwriters, dealers or agents and their affiliates may
be customers of, engage in transactions with and perform services for us and
our subsidiaries in the ordinary course of business.

                                       21

<PAGE>

                                     EXPERTS

         Ernst & Young LLP, independent auditors, have audited our
consolidated financial statements and schedule included in our Annual Report
on Form 10-K for the year ended December 31, 1999 and have audited Lexford
Residential Trust's consolidated financial statements and schedules included
in our Current Report on Form 8-K, dated June 30, 1999, as set forth in their
reports, which are incorporated by reference in this prospectus and elsewhere
in the registration statement. These financial statements and schedules are
incorporated by reference in reliance on Ernst & Young LLP's reports given on
their authority as experts in accounting and auditing.

                                  LEGAL MATTERS

         The legality of the debt securities offered hereby will be passed
upon for us by Piper Marbury Rudnick & Wolfe, Chicago, Illinois, and, with
respect to any underwritten offering of debt securities, certain legal
matters will be passed upon for the underwriters by Hogan & Hartson L.L.P.,
Washington, D.C. Hogan & Hartson L.L.P. from time to time provides services
to Equity Residential and other entities controlled by Mr. Zell. Errol R.
Halperin, a partner of Piper Marbury Rudnick & Wolfe, is a trustee of Equity
Residential.

                                       22

<PAGE>

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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY US. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON
SHARE, IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM TO WHOM, IT IS
UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS OR IN OUR AFFAIRS SINCE THE DATE
HEREOF.

                                 --------------





                       EQUITY RESIDENTIAL PROPERTIES TRUST

                                 DEBT SECURITIES






                                 --------------

                                   PROSPECTUS

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                               September 11, 2000


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