UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________

FORM 8-K

~~CURRENT REPORT~~_____________________

~~Pursuant~~Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of ~~1934~~ 1934

Date of of Report (Date of Earliest Event Reported): ~~January~~November 220, 2008 (November 17, ~~2005~~2008)

ESSEX PROPERTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-13106	77-0369576
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

925 East Meadow Drive, Palo Alto, California 94303

(Address of Principal Executive Offices) (Zip Code)

(650) 494-3700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

ESSEX PORTFOLIO, L.P.

(Exact Name of Registrant as Specified in its Charter)

California	333-44467-01	77-0369575
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

333-44467-01

(Commission File Number)

California	77-0369575
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

925 East Meadow Drive, Palo Alto, California 94303

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) (Zip Code)

(650) 494-3700

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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:

¨£ 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(17c) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

¨Item 1.01. ~~Pre-commencement~~Entry ~~communications~~Into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~13e-4(c) under the Exchange Act~~Agreement.

~~Item~~On 1November 17, 2008, Essex Property Trust, Inc.02 ~~Termination~~(the of“Company”) through Essex Portfolio, L.P. (the "Operating Partnership") entered into a ~~Material~~new ~~Definitive~~five-year secured ~~Agreement~~line of credit facility with Freddie Mac that replaced the existing secured line of credit facility that will mature in January 2009. The new secured facility will expand the existing facility from $100 million to $150 million, and the new facility will be expandable to $250 million at anytime during the first two years. The obligations of the Company under the new facility are secured by cross-collateralized first priority mortgages on 8 of the Company's multifamily properties. The proceeds will be used to fund the development pipeline and for future investments.

InThe ~~1996, Essex~~interest ~~Portfolio,~~rate ~~L.P.~~on ~~(the~~a ~~“Operating~~30-day ~~Partnership”),~~borrowing asunder tothe ~~which~~facility ~~Essex Property Trust, Inc. (“Essex”)~~ is ~~the~~a ~~general~~margin ~~partner,~~of ~~made~~between ~~two loans in the amount of~~99 ~~$75,000~~and ~~each,~~150 tobasis ~~Keith~~points ~~Guericke,~~over ~~who was then~~ the ~~Chief~~corresponding ~~Executive~~Freddie ~~Officer of~~Reference ~~Essex~~Rate. This Inmargin ~~1996,~~depends ~~the~~on ~~Operating Partnership also made two loans in~~ the ~~amount of $50,000~~corresponding ~~each,~~loan to ~~Michael~~value J.and ~~Schall,~~debt service ~~who~~coverage ~~was~~of ~~then~~ the ~~Chief~~underlying ~~Financial~~assets ~~Officer of Essex.~~securing ~~These loans made in 1996 by~~ the ~~Operating Partnership to Messrs~~facility. ~~Guericke~~ The ~~and~~Company ~~Schall~~plans ~~are referred~~ to asmaintain ~~the~~a ~~“1996~~level ~~Loans.”~~of ~~The~~secured ~~1996~~assets ~~Loans~~underlying ~~were~~the ~~made~~facility to ~~those~~utilize ~~officers~~the inlowest ~~order~~margin tobut ~~assist~~there ~~them~~can ~~with~~be ~~paying~~no ~~certain~~assurance ~~tax~~that ~~liabilities~~will ~~related to their ownership of interests in the Operating Partnership~~occur. ~~The 1996 Loans are due and payable in 2006.~~

The ~~Compensation~~margin ~~Committee~~also ofincreases to the ~~Board~~extent of ~~Directors~~borrowings of ~~Essex~~greater ~~has~~than ~~decided that,~~30 ~~effective~~days. For asborrowings of ~~January~~90 2days, ~~2006,~~ the ~~1996~~margin ~~Loans~~is ~~made~~increased toby ~~Mr.~~5 ~~Guericke and to~~basis ~~Mr. Schall~~points ~~shall~~over bethe ~~canceled~~30 ~~and~~day ~~terminated,~~rate. For ~~and~~borrowings ~~that~~of ~~all~~180 ~~principal~~days, ~~and~~the ~~interest~~margin ~~owed~~is toincreased ~~the~~by ~~Operating~~15 ~~Partnership~~basis bypoints ~~Mr.~~over ~~Guericke~~the 30 day rate and ~~Mr.~~for ~~Schall~~borrowings ~~pursuant~~of to360 ~~such~~days ~~1996~~the ~~Loans~~margin ~~shall~~is beincreased ~~entirely~~by ~~forgiven~~30 basis points over the 30 day rate.

The ~~Compensation~~interest ~~Committee~~rate ~~approved~~pricing ~~such~~for ~~termination~~the ~~and~~expansion ~~forgiveness as part~~ of the ~~compensation~~ ~~packages~~commitment ~~that~~to it$250 ~~approved~~million ~~for~~will be ~~Mr.~~in ~~Guericke~~place ~~who~~to ~~continues~~the asextent the ~~Chief~~ ~~Executive~~line ~~Officer~~is ofexpanded ~~Essex,~~during ~~and~~the ~~for~~first ~~Mr.~~two ~~Schall,~~years ~~who~~of ~~is now~~ the ~~Essex’s~~ ~~Chief Operating Officer~~term.

1After the third year, Freddie Mac may adjust the interest rate pricing on this facility. If the pricing increases, and the Company does not accept the increased pricing, the Company may terminate the facility at no cost.

~~SIGNATURE~~Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

~~Pursuant~~The toinformation ~~the~~set ~~requirements~~forth ofin ~~the~~item ~~Securities~~1.01 ~~Exchange~~is ~~Act~~incorporated ofherein ~~1934, the Registrant has duly caused this report to be signed on its behalf~~ by ~~the undersigned hereunto~~ ~~duly authorized~~reference.

Date: January 3, 2006
	ESSEX PROPERTY TRUST, INC.
	By: /s/ Michael T. Dance
		Michael T. Dance
		Executive Vice President & Chief Financial Officer

SIGNATURES

~~SIGNATURE~~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~~Essex ~~to the requirements of the Securities Exchange Act of 1934~~Portfolio, ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~L. P.

Date: January 3, 2006
	ESSEX PORTFOLIO, L.P. By: Essex Property Trust, Inc. Its: General Partner
	By: /s/ Michael T. Dance
		Michael T. Dance
		Executive Vice President & Chief Financial Officer

By: Essex Property Trust, Inc., as General Partner

2/s/ Michael T. Dance

Name: Michael T. Dance

Title: Executive Vice President & Chief Financial Officer

Date: November 20, 2008

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