UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported)~~Act ~~February 14,~~of ~~2005~~1934

~~EQUITY~~Date ~~OFFICE~~of ~~PROPERTIES~~Report ~~TRUST~~(Date of earliest event reported): March 29, 2005

~~(Exact~~EOP ~~name~~OPERATING ofLIMITED ~~registrant as specified in its charter)~~PARTNERSHIP

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

(Exact name of registrant as specified in its charter)

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

(Exact name of registrant as specified in its charter)


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

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

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

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

Not applicable
(Former name or former address, if changed since last report.)

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code~~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 (~~312~~17 CFR 230.425) ~~466~~ o Soliciting material pursuant to Rule 14a-~~3300~~ 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))

~~Not~~TABLE ~~applicable (Former~~OF ~~name or former address, if changed since last report.)~~ CONTENTS

~~Check~~Item ~~the appropriate box below if the Form~~ 8-K.01 ~~filing~~Other isEvents ~~intended~~Item to9.01 ~~simultaneously~~Financial ~~satisfy~~Statements ~~the filing~~and ~~obligation~~Exhibits ofSIGNATURES ~~the~~EXHIBIT ~~registrant~~INDEX ~~under~~Risk ~~any~~Factors ofand ~~the~~Cautionary ~~following provisions:~~ Statements

oTable Writtenof 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))Contents

Item 28.0301 ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Events

~~On February 10,~~In ~~2005,~~connection ~~EOP~~with ~~Operating~~the ~~Limited Partnership (~~“~~EOP Partnership”)~~safe ~~obtained, and on February 14, 2005 fully drew upon, a $250 million unsecured term loan facility (the “Facility~~harbor”). ~~The~~provisions ~~Facility bears interest at LIBOR plus a spread~~ of 35the ~~basis~~Private ~~points~~Securities ~~(this~~Litigation ~~spread is subject to~~Reform ~~change~~Act ~~based upon our credit rating) and matures on February 10, 2006. 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~~1995, ~~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~~filing ~~under the same affirmative and negative covenants~~ as ~~our existing $1.0~~Exhibit ~~billion line of credit~~99.1 ~~Amounts~~cautionary ~~borrowed~~statements ~~under~~identifying ~~this~~certain ~~Facility~~business ~~are~~risks ~~required to be repaid with net proceeds from the issuance of unsecured notes~~ and, atother ~~our~~important ~~option,~~factors ~~certain~~that ~~proceeds from~~could ~~future~~cause ~~assets sales.~~ EOP Partnership’s ~~has~~actual ~~the~~results ~~option~~ to ~~increase~~ ~~the~~differ ~~Facility~~materially ~~up to $600 million. This option is only available until August 2005, six months~~ from ~~close.~~those ~~Upon~~contained ~~exercise~~in offorward-looking ~~the~~statements ~~option,~~made ~~the interest~~by ~~rate~~or ~~will~~on ~~increase~~behalf ~~to LIBOR plus a spread~~ of ~~45 basis points~~EOP ~~(this spread is subject to change based upon our credit rating)~~Partnership. ~~The Facility~~These isstatements ~~fully~~update ~~and~~prior ~~unconditionally~~cautionary ~~guaranteed~~statements asof toEOP ~~the~~Partnership ~~payment~~contained ofin ~~principal~~its ~~and~~Form ~~interest~~8-K byfiled ~~Equity~~on ~~Office Properties Trust~~March 22, ~~EOP Partnership’s general partner~~2004.

2 This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate”, “expect”, “believe”, “intend”, “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements. These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. EOP Partnership is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

~~SIGNATURES~~ A description of important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, but are not limited to, the risk factors included in Exhibit 99.1. Investors should also refer to our other filings with the Securities and Exchange Commission.

~~Pursuant~~Our tounits ~~the~~of ~~requirements~~limited ofpartnership ~~the~~interest ~~Securities~~are ~~Exchange~~redeemable ~~Act~~on a one-for-one basis for common shares of ~~1934~~Equity Office Properties Trust, ~~the~~our ~~registrant~~general ~~has~~partner ~~duly~~(“Equity Office”), or their cash ~~caused~~equivalent, ~~this~~at ~~report~~the election of EOP Partnership. We refer to beour ~~signed~~units onof ~~its~~limited ~~behalf~~partnership interest byas our “units” and the ~~undersigned~~investors ~~hereunto~~who ~~duly~~own ~~authorized~~units as our “unitholders”.

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

Item 9.01 Financial Statements and Exhibits

~~EOP~~(a) ~~OPERATING~~Financial ~~LIMITED~~statements ~~PARTNERSHIP~~of ~~By:~~businesses ~~EQUITY~~acquired ~~OFFICE~~Not ~~PROPERTIES~~applicable ~~TRUST~~(b) ~~its~~Pro ~~general~~forma ~~partner~~financial information Not applicable (c) Exhibits

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

99.1

Risk Factors and Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

3 Table of Contents

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: March 29, 2005	By:	/s/ Marsha C. Williams
		Marsha C. Williams
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit		Document
99.1		Risk Factors and Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Filing Compare · EOP OPERATING LTD PARTNERSHIP