~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

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

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

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

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofMay 17, ~~1934~~2005

~~Date~~EOP ofOPERATING ~~Report~~LIMITED ~~(Date of earliest event reported): March 29, 2005~~PARTNERSHIP

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

(Exact name of registrant as specified in its charter)


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

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

~~Delaware~~Registrant’s ~~(State~~telephone ornumber, ~~other~~including ~~jurisdiction~~area ofcode ~~incorporation) 1-13625~~ (~~Commission File Number~~312) 36 466-~~4156801 (IRS Employer Identification No.)~~3300

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

Not applicable

~~Registrant’s~~(Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since ~~(312~~last report.) ~~466-3300~~

~~Not~~Check ~~applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the ~~(Former~~filing ~~name~~obligation orof ~~former~~the ~~address,~~registrant ifunder ~~changed~~any ~~since~~of ~~last~~the ~~report.)~~following provisions:

~~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))

~~TABLE~~Item OF8.01. ~~CONTENTS~~Other Events.

~~Item~~ EOP 8Operating Limited Partnership (“EOP Partnership”) is re-issuing in an updated format its historical financial statements in connection with Statement of Financial Accounting Standards No.01 144, ~~Other~~“Accounting ~~Events~~for ~~Item~~the 9Impairment or Disposal of Long-Lived Assets” (“SFAS 144”).01 ~~Financial~~During ~~Statements~~the three months ended March 31, 2005, EOP Partnership sold properties and ~~Exhibits~~held ~~SIGNATURES~~properties ~~EXHIBIT~~for ~~INDEX~~sale ~~Risk~~and in ~~Factors~~compliance with SFAS 144 has reported revenue, expenses and ~~Cautionary~~net ~~Statements~~gains from the sale of these properties and provisions for loss on assets held for sale as discontinued operations for each period presented (including the comparable periods of the prior year). Under SEC requirements, the same reclassification as discontinued operations required by SFAS 144 following the sale of a property or a property designated as held for sale is required for previously issued annual financial statements for each of the three years shown in EOP Partnership’s last annual report on Form 10-K, if those financials are incorporated by reference in subsequent filings with the SEC made under the Securities Act of 1933, as amended, even though those financial statements relate to periods prior to the date of the sale. This reclassification has no effect on EOP Partnership’s reported net income available to unitholders or funds from operations.

~~Table~~ This Report on Form 8-K updates Items 6, 7 and 8 of ~~Contents~~EOP Partnership’s 2004 Form 10-K to reflect the properties sold during the three months ended March 31, 2005 and the properties held for sale as of March 31, 2005 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.

~~Item~~ In 8connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, EOP Partnership is filing as Exhibit 99.012 ~~Other~~cautionary ~~Events~~statements identifying certain business risks and other important factors that could cause EOP Partnership’s actual results to differ materially from those contained in forward-looking statements made by or on behalf of EOP Partnership. These statements update prior cautionary statements of EOP Partnership contained in its Form 8-K filed on March 29, 2005.

InThis ~~connection~~document ~~with~~includes ~~the~~certain “~~safe~~forward-looking ~~harbor~~statements” ~~provisions~~within the meaning of the Private Securities Litigation Reform Act of 1995,. ~~EOP~~When ~~Partnership~~used, iswords ~~filing~~such as ~~Exhibit 99.1~~“anticipate”, ~~cautionary~~“expect”, “believe”, ~~statements~~“intend”, ~~identifying~~“may ~~certain business~~be” ~~risks~~ and ~~other~~“will ~~important~~be” ~~factors~~and ~~that~~similar ~~could~~words ~~cause~~or ~~EOP~~phrases, ~~Partnership’s~~or ~~actual~~the ~~results~~negative tothereof, ~~differ~~unless ~~materially~~the ~~from~~context ~~those~~requires ~~contained~~otherwise, inare intended to identify forward-looking statements. ~~made~~These forward-looking bystatements orare based on ~~behalf~~management’s ofpresent ~~EOP~~expectations and beliefs about future ~~Partnership~~events. ~~These~~As ~~statements~~with ~~update~~any ~~prior~~projection ~~cautionary~~or forecast, these statements ofare inherently susceptible to uncertainty and changes in circumstances. EOP Partnership ~~contained~~is inunder no obligation to, and expressly ~~its~~disclaims ~~Form~~any 8obligation to, update or alter its forward-Klooking ~~filed~~statements onwhether ~~March 22~~as a result of such changes, ~~2004~~new information, subsequent events or otherwise.

~~This~~A ~~document~~description ~~includes certain “forward-looking statements” within the meaning~~ of ~~the~~important ~~Private Securities~~factors ~~Litigation~~that ~~Reform~~could ~~Act~~cause ofactual ~~1995.~~results ~~When~~to ~~used,~~differ ~~words~~materially ~~such as “anticipate”, “expect”,~~from ~~“believe”,~~those ~~“intend”,~~reflected ~~“may~~in ~~be”~~such ~~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~~and ~~statements~~that ~~are~~should ~~based~~be onconsidered ~~management’s~~in ~~present~~evaluating ~~expectations and beliefs about future~~our ~~events.~~outlook ~~As with any projection or forecast~~include, ~~these~~but ~~statements~~ are ~~inherently~~not ~~susceptible~~limited to ~~uncertainty~~, ~~and~~the ~~changes~~risk factors included in ~~circumstances~~Exhibit 99.2. ~~EOP Partnership is under no obligation to, and expressly~~Investors ~~disclaims~~should ~~any~~also ~~obligation~~refer to, ~~update~~our orother ~~alter~~filings ~~its~~with ~~forward-looking~~the ~~statements~~Securities ~~whether~~and asExchange ~~a result of such changes, new information, subsequent events or otherwise~~Commission.

AOur ~~description~~units of ~~important~~limited ~~factors~~partnership ~~that~~interest ~~could~~are ~~cause~~redeemable ~~actual~~on ~~results~~a toone-for-one ~~differ~~basis ~~materially~~for ~~from~~common ~~those~~shares ~~reflected~~of inEquity ~~such~~Office ~~forward-looking~~Properties ~~statements~~Trust, ~~and~~our ~~that~~general ~~should~~partner be(“Equity ~~considered~~Office”), inor ~~evaluating~~their ~~our~~cash ~~outlook include~~equivalent, ~~but~~at ~~are~~the ~~not~~election ~~limited~~of ~~to,~~EOP ~~the~~Partnership. ~~risk~~We ~~factors~~refer ~~included~~to inour ~~Exhibit 99.1.~~units ~~Investors should~~of ~~also~~limited ~~refer~~partnership interest toas our ~~other~~“units” ~~filings~~and ~~with~~ the ~~Securities~~investors ~~and~~who ~~Exchange~~own ~~Commission~~units as our “unitholders”.

~~Our~~Item units of limited partnership interest are redeemable on a one-for-one basis for common shares of Equity Office Properties Trust, our general partner (“Equity Office”), or their cash equivalent, at the election of EOP Partnership9.01. WeFinancial ~~refer~~Statements ~~to our units of limited partnership interest as our “units”~~ and ~~the investors who own units as our “unitholders”~~Exhibits.

~~Item 9.01 Financial Statements and~~ (c) Exhibits.

~~(a)~~ The ~~Financial~~exhibits ~~statements~~required ofby ~~businesses~~this ~~acquired~~item ~~Not~~are ~~applicable~~set ~~(b)~~forth ~~Pro~~on ~~forma~~the ~~financial~~Exhibit Index ~~information~~attached ~~Not applicable (c) Exhibits~~hereto.

~~99.1 Risk Factors and Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995~~2

~~Table of Contents~~SIGNATURES

~~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.

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: May 17, 2005	By:	/s/ Marsha C. Williams
		Marsha C. Williams
		Executive Vice President and Chief Financial Officer

	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

~~Table~~EXHIBIT ~~of Contents~~INDEX

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

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
12.1		Statement regarding Computation of Ratios
23.1		Consent of Independent Registered Public Accounting Firm
99.1		Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial Statements
99.2		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