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

Washington, D.C. 20549

FORM 8-K

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

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~January~~Act ~~31,~~of ~~2007~~ 1934

~~EQUITY~~Date ~~OFFICE~~of ~~PROPERTIES~~Report ~~TRUST~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inFebruary 1, ~~its charter)~~ 2007

~~Maryland~~EQUITY ~~(State~~OFFICE orPROPERTIES ~~other jurisdiction of incorporation) 1-13115 (Commission File Number) 36-4151656 (IRS Employer Identification No.)~~TRUST

~~Two North Riverside Plaza, Suite 2100, Chicago, Illinois~~ (~~Address~~Exact name of ~~principal~~registrant ~~executive~~as ~~offices)~~specified ~~60606~~in ~~(Zip~~its ~~Code~~charter)

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


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

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

~~Item~~o Soliciting ~~2.02.~~material ~~Results~~pursuant ofto ~~Operations~~Rule 14a-12 ~~and~~under ~~Financial~~the ~~Condition~~Exchange Act (17 CFR 240.14a-12)

o ~~On January~~Pre-commencement ~~31,~~communications ~~2007~~pursuant Equity Office announced its consolidated financial results for the quarter ended December 31, 2006. A copy of Equity Office’s Fourth Quarter Supplemental Operating and Financial Data package, which includes Equity Office’s earnings press release, is furnished as Exhibit 99.1 to ~~this report on Form 8~~Rule 14d-K.2(b) ~~The~~under ~~information contained in this report on Form 8-K, including Exhibit 99.1 shall not be deemed “filed” with~~ the ~~Securities and~~ Exchange ~~Commission nor incorporated by reference in any registration statement filed by Equity Office under the Securities~~ Act of(17 ~~1933,~~CFR ~~as amended~~240.14d-2(b))

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

~~SIGNATURES~~Item 8.01. Other Events.

~~Pursuant~~On February 1, 2007, Equity Office Property Trust (“Equity Office”) received a proposal from Vornado Realty Trust (“Vornado”). The proposal states that Vornado proposes to ~~the~~acquire ~~requirements~~Equity Office offor $56 per common share, payable (i) $31 in cash and (ii) in Vornado common shares having a value (based on an average price during a period prior to the ~~Securities~~closing ~~Exchange~~specified ~~Act~~in ofthe ~~1934~~transaction documents) equal to $25, except that the fraction of a Vornado common share that would be issued ~~registrant~~per ~~has~~Equity ~~duly~~Office ~~caused~~common share would not be less than .1852 nor more than .2174. The proposal states that this ~~report~~collar assures that the overall value of the Vornado proposal would remain $56 per Equity Office common share so long as the Vornado common share price remains between $115 per share and $135 per share, as compared to beVornado’s ~~signed~~closing price of $122.35 on ~~its~~January 31, ~~behalf~~2007. byA ~~the~~copy ~~undersigned~~of ~~hereunto~~the ~~duly~~proposal ~~authorized~~is attached hereto as Exhibit 99.1 and incorporated herein by reference.

~~EQUITY~~ On ~~OFFICE PROPERTIES TRUST Date: January 31~~February 1, 2007, ~~By:~~Equity ~~/s/~~Office ~~Marsha~~issued C.a ~~Williams~~press ~~Marsha~~release C.which ~~Williams~~is ~~Executive~~attached ~~Vice~~hereto ~~President~~as Exhibit 99.2 and ~~Chief~~incorporated ~~Financial~~herein ~~Officer~~by reference.

3Additional Information About the Merger and Where to Find It

~~EXHIBIT~~In ~~INDEX~~connection with proposed merger transactions involving Equity Office and EOP Operating Limited Partnership and affiliates of The Blackstone Group, Equity Office filed a definitive proxy statement and proxy statement supplement with the SEC and furnished the definitive proxy statement and proxy statement supplement to Equity Office’s shareholders. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT AND PROXY STATEMENT SUPPLEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTIONS. Shareholders can obtain the proxy statement, proxy statement supplement and all other relevant documents filed by Equity Office with the SEC free of charge at the SEC’s website at www.sec.gov or from Equity Office Properties Trust, Investor Relations at Two North Riverside Plaza, Suite 2100, Chicago, Illinois, 60606, (800) 692-5304 or at www.equityoffice.com.

~~Attached~~Participants asin ~~an exhibit to this form is~~ the ~~document listed below:~~Solicitation

Exhibit		Document
99.1		Equity Office Fourth Quarter 2006 Supplemental Operating & Financial Data and Earnings Press Release dated 1/31/07

Equity Office and its trustees and officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect to the proposed merger transactions. Information about Equity Office and its trustees and executive officers, and their ownership of Equity Office’s securities, is set forth in the proxy statement relating to the proposed merger transactions described above.

4Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

99.1		Proposal dated January 31, 2007

99.2		Press Release dated February 1, 2007

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 OFFICE PROPERTIES TRUST

Date: February 1, 2007	By:	/s/ Stanley M. Stevens

		Stanley M. Stevens Executive Vice President, Chief Legal Counsel and Secretary


	EOP OPERATING LIMITED PARTNERSHIP By: EQUITY OFFICE PROPERTIES TRUST, its general partner

Date: February 1, 2007	By:	/s/ Stanley M. Stevens

		Stanley M. Stevens Executive Vice President, Chief Legal Counsel and Secretary

Exhibit Index


Exhibit No.		Description of Exhibit

99.1		Proposal dated January 31, 2007

99.2		Press Release dated February 1, 2007

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