FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * NEITHERCUT DAVID J   2. Issuer Name and Ticker or Trading Symbol EQUITY RESIDENTIAL [EQR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2008 (Street) CHICAGO, IL 60606 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares of Beneficial Interest 05/02/2008   M   40,000 A $ 20.0938 246,927 (1) D   Common Shares of Beneficial Interest 05/02/2008   S   3,600 D $ 44 243,327 (1) D   Common Shares of Beneficial Interest 05/02/2008   S   400 D $ 44.01 242,927 (1) D   Common Shares of Beneficial Interest 05/02/2008   S   500 D $ 44.02 242,427 (1) D   Common Shares of Beneficial Interest 05/02/2008   S   500 D $ 44.0225 241,927 (1) D   Common Shares of Beneficial Interest 05/02/2008   S   19,600 D $ 44.025 222,327 (1) D   Common Shares of Beneficial Interest 05/02/2008   S   1,200 D $ 44.03 221,127 (1) D   Common Shares of Beneficial Interest 05/02/2008   S   5,400 D $ 44.04 215,727 (1) D   Common Shares of Beneficial Interest 05/02/2008   S   8,800 D $ 44.045 206,927 (1) D   Common Shares of Beneficial Interest               1,964.4802 (2) I 401(k) Plan Common Shares of Beneficial Interest               2,874 (3) I Family Limited Partnership Common Shares of Beneficial Interest               11,846 (4) I Grantor Trust (fbo daughter) Common Shares of Beneficial Interest               11,846 (5) I Grantor Trust (fbo son) Common Shares of Beneficial Interest               140,465.5595 (6) I SERP Account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 20.0938

05/02/2008

M

40,000

(7)

01/18/2009

Common Shares of Beneficial Interest

40,000

$ 0

59,246

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NEITHERCUT DAVID J TWO NORTH RIVERSIDE PLAZA, SUITE 400 CHICAGO, IL 60606	X		President & CEO

Signatures

By: Yasmina Duwe, Attorney-in-fact		05/06/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Direct total includes restricted shares of the Company scheduled to vest in the future.
(2)	Represents shares acquired through profit sharing contributions and dividend reinvestment activity in the reporting person's account with the Equity Residential Advantage 401(k) Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through April 14, 2008.
(5)	Represents shares beneficially owned by a trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(4)	Represents shares beneficially owned by a trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(6)	Represents shares owned by AST Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
(3)	Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.
(7)	Represents share options scheduled to vest in approximately three equal installments on January 18, 2000, January 18, 2001 and January 18, 2002.

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