Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
SPECTOR GERALD A
 2. Issuer Name and Ticker or Trading Symbol
EQUITY RESIDENTIAL [EQR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Ofcr/EVP
(Last)
(First)
(Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 400		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


CHICAGO, IL 60606		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Shares of Beneficial Interest             147,021 (1) D  
Common Shares of Beneficial Interest             6,697 (2) I Children
Common Shares of Beneficial Interest             395,984 (3) I SERP Account
Common Shares of Beneficial Interest 11/09/2005   J(4) 18,290 A $ 0 18,290 I Spector Family Dynasty Trust
Common Shares of Beneficial Interest 11/09/2005   G 18,290 D $ 0 223,581 (5) I Spouse
Common Shares of Beneficial Interest 12/13/2005   G 6,675 D $ 0 216,906 (5) I Spouse
Common Shares of Beneficial Interest 12/14/2005   G 250 D $ 0 216,656 (5) I Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 23.55           02/07/2004 02/07/2013 Common Shares of Beneficial Interest
76,316
  76,316 (6)
D
 
Non-Qualified Stock Option (right to buy) $ 25.844           01/18/2002 01/18/2011 Common Shares of Beneficial Interest
154,742
  154,742 (7)
D
 
Non-Qualified Stock Option (right to buy) $ 27.2           01/16/2003 01/16/2012 Common Shares of Beneficial Interest
165,444
  165,444 (8)
D
 
Non-Qualified Stock Option (right to buy) $ 27.6           07/11/2002 07/11/2011 Common Shares of Beneficial Interest
200,000
  200,000 (9)
D
 
Non-Qualified Stock Option (right to buy) $ 29.25           01/27/2004 01/27/2014 Common Shares of Beneficial Interest
203,906
  203,906 (10)
D
 
Non-Qualified Stock Option (right to buy) $ 31.76           02/03/2005 02/03/2015 Common Shares of Beneficial Interest
188,447
  188,447 (11)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SPECTOR GERALD A
TWO NORTH RIVERSIDE PLAZA, SUITE 400
CHICAGO, IL 60606		   X     Chief Operating Ofcr/EVP  

Signatures

By: Barbara Shuman, Attorney-in-fact 02/10/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(6) 76,315 share options reported herein will become exercisable on February 7, 2004; 76,316 share options will become exercisable on February 7, 2005; and 76,316 share options will become exercisable on February 7, 2006.
(3) Shares reported herein are owned by The Security Trust Company, as Trustee of the Equity Residential Supplemental Retirement Plan for the benefit of the Reporting Person.
(1) Shares reported on this line are owned directly and are subject to vesting.
(8) 55,148 share options reported herein are currently exercisable; 55,148 share options will become exercisable on January 16, 2004; 55,148 share options will become exercisable on January 16, 2005.
(7) 103,161 share options reported on this line are currently exercisable; and 51,581 share options will become exercisable on January 18, 2004.
(2) Shares reported on this line are beneficially owned by Mr. Spector as custodian for his minor children. Mr. Spector disclaims beneficial ownership of said shares.
(5) Shares reported on this line are beneficially owned by Mr. Spector's spouse. Mr. Spector disclaims beneficial ownership of said shares.
(9) One-third of the share options reported on this line are exercisable; one-third will become exercisable on July 11, 2003; and one-third will become exercisable on July 11, 2004.
(10) Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007.
(4) Shares reported on this line were previously held by Mr. Spector's spouse. On November 9, 2005, these shares were transferred to the Spector Family Dynasty Trust ("SFDT"). Mr. Spector is the sole trustee of the "SFDT" and as such, may be deemed the beneficial owner of the shares reported herein.
(11) The share option grant reported on this line is held in the Spector Family Dynasty Trust (the "SFDT"). Mr. Spector is the sole trustee of the SFDT and as such, may be deemed the beneficial owner of the shares reported herein. Share options reported on this line are exercisable in three equal installments on February 3, 2006; February 3, 2007 and February 3, 2008.

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