UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~December~~April 73, ~~2011~~2013

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)


Illinois	0-24920	36-3894853
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Two North Riverside PlazaSuite 400, Chicago, Illinois		60606
Two North Riverside Plaza Suite 400, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 474-1300

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 (see General Instruction A.2. below):

¨	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(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On ~~December~~April 73, ~~2011~~2013, ERP Operating Limited Partnership, an Illinois limited partnership (the “Company”), agreed to issue $1500,000,000~~,000~~ aggregate principal amount of 43.~~625~~00% Notes due ~~December~~April 15, ~~2021~~2023 (the “Notes”) in a public offering. The Company agreed to sell the Notes pursuant to a Terms Agreement, dated as of ~~December~~April 73, ~~2011~~2013, among the Company and each of ~~Morgan~~Citigroup ~~Stanley &~~Global ~~Co.~~Markets ~~LLC~~Inc., ~~Merrill~~Barclays ~~Lynch,~~Capital ~~Pierce~~Inc., ~~Fenner~~Morgan Stanley & ~~Smith~~Co. ~~Incorporated~~LLC and ~~Barclays~~RBC Capital ~~Inc.~~Markets, LLC, as representatives of the underwriters named therein. The Notes will be issued pursuant to an Indenture, dated as of October 1, 1994, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., successor to The First National Bank of Chicago) (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 9, 2004, by and between the Company and the Trustee, as further supplemented by ~~that~~the ~~certain~~ Second Supplemental Indenture, dated as of August 23, 2006, by and between the Company and the Trustee, as further supplemented by ~~that~~the ~~certain~~ Third Supplemental Indenture, dated as of June 4, 2007, by and between the Company and the Trustee, and as further supplemented by ~~that~~the ~~certain~~ Fourth Supplemental Indenture, ~~to be~~ dated as of December 12, 2011, by and between the Company and the Trustee.

Item 9.01. Financial Statements and Exhibits.

ExhibitNumber		Description
1.1		Terms Agreement dated ~~December~~April 73, ~~2011~~2013, among ERP Operating Limited Partnership and each of ~~Morgan~~Citigroup ~~Stanley~~Global &Markets CoInc. ~~LLC~~, ~~Merrill~~Barclays ~~Lynch,~~Capital ~~Pierce~~Inc., ~~Fenner~~Morgan Stanley & ~~Smith~~Co. ~~Incorporated~~LLC and ~~Barclays~~RBC Capital ~~Inc~~Markets, LLC.
1.2		Standard Underwriting Provisions dated ~~December~~April 73, ~~2011~~2013.
4.1		Form of 43.~~625~~00% Note due ~~December~~April 15, ~~2021~~2023.
4.2		Form of Fourth Supplemental Indenture.
5.1		Opinion of DLA Piper LLP (US).
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

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.

		ERP OPERATING LIMITED PARTNERSHIP	~~ERP OPERATING LIMITED PARTNERSHIP~~
		By:	~~By:~~EQUITY RESIDENTIAL, its general partner	~~EQUITY RESIDENTIAL, its general partner~~
	Date: December 9, 2011			By:	/s/ MARK J. PARRELL
Date: April 8, 2013			By:	/s/ Mark J. Parrell
			Name:	~~Name:~~Mark J. Parrell	~~Mark J. Parrell~~
			Its:	~~Its:~~Executive Vice President and Chief Financial Officer	~~Executive Vice President and Chief Financial Officer~~
	Date: December 9, 2011			By:	/s/ BRUCE C. STROHM
Date: April 8, 2013			By:	/s/ Bruce C. Strohm
			Name:	~~Name:~~Bruce C. Strohm	~~Bruce C. Strohm~~
			Its:	~~Its:~~Executive Vice President, General Counsel and Corporate Secretary	~~Executive Vice President, General Counsel and Corporate Secretary~~

EXHIBIT INDEX

ExhibitNumber		Description
1.1		Terms Agreement dated ~~December~~April 73, ~~2011~~2013, among ERP Operating Limited Partnership and each of ~~Morgan~~Citigroup ~~Stanley~~Global &Markets CoInc. ~~LLC~~, ~~Merrill~~Barclays ~~Lynch,~~Capital ~~Pierce~~Inc., ~~Fenner~~Morgan Stanley & ~~Smith~~Co. ~~Incorporated~~LLC and ~~Barclays~~RBC Capital ~~Inc~~Markets, LLC.
1.2		Standard Underwriting Provisions dated ~~December~~April 73, ~~2011~~2013.
4.1		Form of 43.~~625~~00% Note due ~~December~~April 15, ~~2021~~2023.
4.2		Form of Fourth Supplemental Indenture.
5.1		Opinion of DLA Piper LLP (US).
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

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