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

                                    FORM 8-K

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

          Date of Report (Date of Earliest Event Reported): May 2, 2006


                               EQUITY RESIDENTIAL
             (Exact Name of Registrant as Specified in its Charter)


             Maryland                      1-12252               13-3675988
 (State or other jurisdiction of         (Commission          (I.R.S. Employer
  incorporation or organization)         File Number)        Identification No.)

        Two North Riverside Plaza
            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 2.02. Results of Operations and Financial Condition.

     On May 2, 2006, Equity  Residential  issued a press release  announcing its
results of operations  and financial  condition as of March 31, 2006 and for the
quarter then ended.  The press release is attached  hereto as Exhibit 99.1.  The
information  contained in this report on Form 8-K,  including  Exhibit  99.1, is
being furnished and shall not be deemed "filed" with the Securities and Exchange
Commission nor incorporated by reference in any registration  statement filed by
Equity Residential under the Securities Act of 1933, as amended.


Item 9.01. Financial Statements and Exhibits.

 Exhibit
 Number                               Exhibit
---------       ----------------------------------------------------------------

 99.1           Press  Release  dated  May  2,  2006,  announcing the results of
                operations  and financial condition of Equity  Residential as of
                March 31, 2006 and for the quarter then ended.

--------------------------------------------------------------------------------








                                   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 RESIDENTIAL

Date: May 2, 2006                       By:   /s/ Mark L. Wetzel
                                              ----------------------------------

                                        Name: Mark L. Wetzel
                                              ----------------------------------

                                        Its:  Senior Vice President and Chief
                                              ----------------------------------
                                              Accounting Officer
                                              ----------------------------------






                                  EXHIBIT INDEX



 Exhibit
 Number                               Exhibit
---------       ----------------------------------------------------------------

 99.1           Press  Release  dated  May  2,  2006,  announcing the results of
                operations  and financial condition of Equity  Residential as of
                March 31, 2006 and for the quarter then ended.