UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~February 814, ~~2004~~2005

~~EOP~~EQUITY ~~OPERATING~~OFFICE ~~LIMITED~~PROPERTIES ~~PARTNERSHIP~~TRUST ~~(Exact name of registrant as specified in its charter)~~

~~Delaware~~ (~~State~~Exact orname ~~other jurisdiction~~ of ~~incorporation)~~registrant ~~1-13625~~as ~~(Commission~~specified ~~File~~in ~~Number)~~its ~~36-4156801 (IRS Employer Identification No.~~charter)

Two North Riverside Plaza Suite 2100, Chicago, Illinois (Address of principal executive offices) 60606 (Zip Code)


Maryland	1-13115	36-4151656
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

EOP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)


Delaware	1-13625	36-4156801
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


Two North Riverside Plaza Suite 2100, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (312) 466-3300

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem ~~Soliciting~~2.03 ~~material~~Creation ~~pursuant~~of toa ~~Rule~~Direct ~~14a-12~~Financial Obligation or an Obligation under ~~the~~an ~~Exchange~~Off-Balance ~~Act~~Sheet ~~(17~~Arrangement ~~CFR~~of ~~240~~a Registrant.~~14a-12)~~

o On February 10, ~~Pre-commencement~~2005, ~~communications~~EOP ~~pursuant~~Operating toLimited ~~Rule~~Partnership ~~14d-2~~(b“EOP Partnership”) ~~under~~obtained, and on February 14, 2005 fully drew upon, a $250 million unsecured term loan facility (the “Facility”). ~~Exchange~~The ~~Act~~Facility bears interest at LIBOR plus a spread of 35 basis points (17this ~~CFR~~spread ~~240~~is subject to change based upon our credit rating) and matures on February 10, 2006.~~14d-2~~ Funds from this Facility and our existing $1.0 billion line of credit were used to redeem $525 million of unsecured notes that matured in February 2005. The amount outstanding under our $1.0 billion line of credit as of February 15, 2005, was $704.0 million. This balance is expected to increase or decrease from time to time based upon the cash requirements of EOP Partnership over time. The Facility is governed under the same affirmative and negative covenants as our existing $1.0 billion line of credit. Amounts borrowed under this Facility are required to be repaid with net proceeds from the issuance of unsecured notes and, at our option, certain proceeds from future assets sales. EOP Partnership has the option to increase the Facility up to $600 million. This option is only available until August 2005, six months from close. Upon exercise of the option, the interest rate will increase to LIBOR plus a spread of 45 basis points (bthis spread is subject to change based upon our credit rating)). The Facility is fully and unconditionally guaranteed as to the payment of principal and interest by Equity Office Properties Trust, EOP Partnership’s general partner.

~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~2

~~Item 8.01. Other Events.~~SIGNATURES

~~EOP~~Pursuant ~~Operating~~to Limited Partnership (“EOP Partnership”) is re-issuing in an updated format its historical financial statements in connection with Statement of Financial Accounting Standards No. 144, “Accounting for the ~~Impairment~~requirements ~~or Disposal~~ of ~~Long-Lived Assets” (“SFAS 144”). During~~ the ~~six~~Securities ~~months~~Exchange ~~ended~~Act ~~June 30, 2004, EOP Partnership sold properties and in compliance with SFAS 144 has reported revenue, expenses and net gains on the sales~~ of ~~these properties as discontinued operations for each period presented (including the comparable periods of the prior year). Under SEC requirements~~1934, the ~~same~~registrant ~~reclassification~~has ~~as discontinued~~duly ~~operations~~caused ~~required~~this byreport ~~SFAS~~to ~~144~~be ~~following~~signed ~~the sale of a property is required for previously issued annual financial statements for each of the three years shown in EOP Partnership’s last annual report~~ on ~~Form~~its ~~10-K,~~behalf ~~if those financials are incorporated~~ by ~~reference in subsequent filings with~~ the ~~SEC~~undersigned ~~made~~hereunto ~~under~~duly ~~the Securities Act of 1933, as amended, even though those financial statements relate to periods prior to the date of the sale~~authorized. ~~This reclassification has no~~ ~~effect on EOP Partnership’s reported net income available to unitholders or~~ ~~funds from operations.~~

This Report on Form 8-K updates Items 6, 7 and 8 of EOP Partnership’s 2003 Form 10-K to reflect the properties sold during the six months ended June 30, 2004 as discontinued operations. All other items of the Form 10-K remain unchanged. No attempt has been made to update matters in the Form 10-K except to the extent expressly provided above.


	EQUITY OFFICE PROPERTIES TRUST
Date: February 16, 2005	By:	/s/ Marsha C. Williams
		Marsha C. Williams
		Executive Vice President and Chief Financial Officer

~~Item~~EOP ~~9.01.~~OPERATING ~~Financial~~LIMITED ~~Statements~~PARTNERSHIP ~~and~~By: ~~Exhibits.~~EQUITY OFFICE PROPERTIES TRUST its general partner



Date: February 16, 2005	By:	/s/ Marsha C. Williams
		Marsha C. Williams
		Executive Vice President and Chief Financial Officer

~~The~~3 ~~exhibits required by this item are set forth on the Exhibit Index attached hereto.~~

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.

		EOP OPERATING LIMITED PARTNERSHIP
		By: Equity Office Properties Trust, its general partner
Date: September 8, 2004		By: /s/ Marsha C. Williams Marsha C. Williams Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Attached as exhibits to this form are the documents listed below:

Exhibit		Document
23.1		Consent of Independent Registered Public Accounting Firm
99.1		Selected Financial DataManagement’s Discussion and Analysis of Financial Condition and Results of OperationsFinancial Statements

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