UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                             CURRENT REPORT Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event Reported): February 1, 2006


                               EQUITY RESIDENTIAL
             (Exact Name of Registrant as Specified in its Charter)


             Maryland                    1-12252                13-3675988
  (State or other jurisdiction         (Commission           (I.R.S. Employer
of incorporation or organization)      File Number)         Identification No.)

  Two North Riverside Plaza, Suite 400
          Chicago, Illinois                           60606
(Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code: (312) 474-1300

                                 Not applicable
          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))





Item 2.02. Results of Operations and Financial Condition.

     On February 1, 2006, Equity  Residential  issued a press release announcing
its results of operations  and  financial  condition as of December 31, 2005 and
for the year and quarter  then ended.  The press  release is attached  hereto as
Exhibit 99.1. The  information  contained in this report on Form 8-K,  including
Exhibit  99.1,  is being  furnished  and shall not be  deemed  "filed"  with the
Securities  and  Exchange  Commission  nor  incorporated  by  reference  in  any
registration  statement filed by Equity  Residential under the Securities Act of
1933, as amended.


Item 9.01. Financial Statements and Exhibits.

  Exhibit
  Number                                    Exhibit
-----------    -----------------------------------------------------------------

       99.1    Press Release dated  February 1, 2006,  announcing the results of
               operations  and financial  condition of Equity  Residential as of
               December 31, 2005 and for the year and quarter then ended.

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





                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                           EQUITY RESIDENTIAL


Date: February 1, 2006                     By:   /s/ Mark L. Wetzel
                                                 -------------------------------

                                           Name: Mark L. Wetzel
                                                 -------------------------------

                                           Its:  Senior Vice President and Chief
                                                 Accounting Officer
                                                 -------------------------------





                                  EXHIBIT INDEX


  Exhibit
  Number                                    Exhibit
-----------    -----------------------------------------------------------------

       99.1    Press Release dated  February 1, 2006,  announcing the results of
               operations  and financial  condition of Equity  Residential as of
               December 31, 2005 and for the year and quarter then ended.