EQUITY RESIDENTIAL (EQR)

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Common Shares Issued in the Quarter Ended March 31, 2009

During the quarter ended March 31, 2009, the Company issued 551,590 Common Shares in exchange for 551,590 OP Units held by various limited partners of the Operating Partnership. OP Units are generally exchangeable into Common Shares of EQR on a one-for-one basis or, at the option of the Operating Partnership, the cash equivalent thereof, at any time one year after the date of issuance. However, no aspect of an exchange requires a cash settlement by the Operating Partnership under any circumstances. Some of these shares were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering. In light of the manner of the sale and information obtained by the Company from the limited partners in connection with these transactions, the Company believes it may rely on this exemption.

(c) Common Shares Repurchased in the Quarter Ended March 31, 2009

The Company repurchased the following Common Shares during the quarter ended March 31, 2009:

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

(a)   Unregistered Common Shares Issued in the Quarter Ended June 30, 2007

On June 25, 2007, the Company issued 324,484 Common Shares, valued at approximately $14.8 million on the date of issuance, to certain preferred partners of a subsidiary of the Operating Partnership upon exchange of 230,000 Preference Interests.  Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering.  In light of the manner of sale and information obtained by the Company from the preferred partners in connection with these transactions, the Company believes it may rely on this exemption.

(c)    Common Shares Repurchased in the Quarter Ended June 30, 2007

The Company repurchased the following Common Shares during the quarter ended June 30, 2007:

(1)             The Common Shares repurchased during the quarter ended June 30, 2007 represent Common Shares repurchased under the Company’s publicly announced share repurchase program approved by its Board of Trustees.  Of the total shares repurchased, 1,052 shares were repurchased at an average price of $50.75 per share to cover the minimum statutory tax withholding obligations related to the vesting of employees’ restricted shares.  The remaining 14,318,900 shares were repurchased in the open market at an average price of $46.38 per share.  As of June 30, 2007, transactions to repurchase 627,300 of the 14,319,952 Common Shares had not yet settled.  On April 27, 2007, the Board of Trustees approved an increase of $200.1 million to the Company’s authorized share repurchase program.  On May 24, 2007, the Board of Trustees approved an additional $500.0 million share repurchase program.  Considering the above additional authorizations and the repurchase activity for the quarter, the Company has $335.8 million remaining available for share repurchases as of June 30, 2007.

41

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c)     Common Shares Repurchased in the Quarter Ended September 30, 2006

The Company repurchased the following Common Shares during the quarter ended September 30, 2006:

(1)             The Common Shares repurchased during the quarter ended September 30, 2006 represent Common Shares repurchased in the open market under the Company’s publicly announced share repurchase program approved by its Board of Trustees. Under this program, the Company may repurchase in open market or privately negotiated transactions up to $585.0 million of its Common Shares, with $501.8 million remaining following the above purchases.

39

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a)  Unregistered Common Shares Issued in the Quarter Ended June 30, 2006

On June 22, 2006, the Company issued 392,634 Common Shares, valued at approximately $17.4 million on the date of issuance, to certain preferred partners of a subsidiary of the Operating Partnership upon exchange for 270,000 Preference Interests.  Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering.  In light of the manner of sale and information obtained by the Company from the preferred partners in connection with these transactions, the Company believes it may rely on this exemption.

(c)  Common Shares Repurchased in the Quarter Ended June 30, 2006

The Company repurchased the following Common Shares during the quarter ended June 30, 2006:

(1)             The Common Shares repurchased during the quarter ended June 30, 2006 represent Common Shares repurchased in the open market under the Company’s publicly announced share repurchase program approved by its Board of Trustees.  Under this program, the Company may repurchase in open market or privately negotiated transactions up to $585.0 million of its Common Shares, with $503.0 million remaining following the above purchases.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

                (a) Unregistered Common Shares Issued in the Quarter Ended March 31, 2006

                On March 23, 2006, the Company issued 287,052 Common Shares, valued at approximately $13.2 million on the date of issuance, to certain preferred partners of a subsidiary of the Operating Partnership upon exchange for 190,000 Preference Interests.  Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering.  In light of the manner of sale and information obtained by the Company from the preferred partners in connection with these transactions, the Company believes it may rely on this exemption.

                (c) Common Shares Repurchased in the Quarter Ended March 31, 2006             

The Company repurchased the following Common Shares during the first quarter ended March 31, 2006:

(1)             The Common Shares repurchased during the first quarter 2006 represent Common Shares repurchased in the open market under the Company’s publicly announced share repurchase program approved by its Board of Trustees.  Under this program, the Company may repurchase in open market or privately negotiated transactions up to $585.0 million of its Common Shares, with $540.2 million remaining following the above purchases.

34