Essex Portfolio 10Q 2007 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 333-44467-01

ESSEX PORTFOLIO, L.P.

(Exact name of Registrant as Specified in its Charter)

California		77-0369575
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

925 East Meadow Drive

Palo Alto, California 94303

(Address of Principal Executive Offices including Zip Code)

(650) 494-3700

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer an accelerated file, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o No x

ESSEX PORTFOLIO, L.P.

FORM 10-Q

INDEX

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	3

	Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006	4

	Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and 2006	5

	Consolidated Statements of Partners' Capital and Comprehensive Income for the nine months ended September 30, 2007	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006	7

	Notes to Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 6.	Exhibits	28

Signatures		29

Part I -- Financial Information

Item 1: Financial Statements (Unaudited)

Essex Portfolio, L.P., a California limited partnership, (the "Operating Partnership") effectively holds the assets and liabilities and conducts the operating activities of Essex Property Trust, Inc. (“Essex” or the “Company”). Essex Property Trust, Inc., a real estate investment trust incorporated in the State of Maryland is the sole general partner of the Operating Partnership.

The information furnished in the accompanying unaudited consolidated balance sheets, statements of operations, stockholders' equity and comprehensive income and cash flows of the Operating Partnership reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the aforementioned consolidated financial statements for the interim periods.

The accompanying unaudited consolidated financial statements should be read in conjunction with the notes to such consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations herein. Additionally, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Operating Partnership's annual report on Form 10-K for the year ended December 31, 2006.

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except per unit amounts)

		September 30,		December 31,
		2007		2006
Assets
Real estate:
Rental properties:
Land and land improvements	$	679,818	$	560,880
Buildings and improvements		2,452,040		2,108,307

		3,131,858		2,669,187
Less accumulated depreciation		(532,386)		(465,015)
		2,599,472		2,204,172
Real estate - held for sale, net		-		41,221
Real estate under development		182,455		103,487
Investments		70,787		60,451
		2,852,714		2,409,331
Cash and cash equivalents-unrestricted		10,239		9,662
Cash and cash equivalents-restricted		11,704		13,948
Marketable securities		5,843		-
Notes and other receivables from related parties		1,178		1,209
Notes and other receivables		35,350		18,195
Prepaid expenses and other assets		25,055		20,632
Deferred charges, net		12,317		12,863
Total assets	$	2,954,400	$	2,485,840
Liabilities and Partners' Capital
Mortgage notes payable	$	1,233,281	$	1,060,704
Mortgage notes payable - held for sale		-		32,850
Exchangeable bonds		225,000		225,000
Lines of credit		167,571		93,000
Accounts payable and accrued liabilities		55,332		38,614
Dividends payable		28,724		24,910
Other liabilities		15,966		14,328
Deferred gain		2,193		2,193
Total liabilities		1,728,067		1,491,599
Commitments and contingencies
Minority interests		65,628		44,950

Redeemable convertible limited partnership units		4,750		4,750
Preferred convertible equity (liquidation value of $149,500)		145,912		145,912
Partners' Capital:
General partner:
Common equity		795,228		590,070
Preferred equity (liquidation value of $25,000)		24,412		24,412
		819,640		614,482
Limited partners:
Common equity		58,962		59,730
Preferred equity (liquidation value of $130,000)		126,690		126,690
		185,652		186,420
Accumulated other comprehensive income (loss)		4,751		(2,273)
Total partners' capital		1,010,043		798,629
Total liabilities and partners' capital	$	2,954,400	$	2,485,840

See accompanying notes to the unaudited consolidated financial statements.

ESSEX PORTFOLIO, L.P. AND SUBSIDIARES

Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except per unit and unit amounts)

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2007		2006		2007		2006
Revenues:
Rental and other property	$	99,987	$	86,850	$	288,848	$	252,800
Management and other fees from affiliates		1,268		1,872		3,662		3,526
		101,255		88,722		292,510		256,326
Expenses:
Property operating, excluding real estate taxes		25,030		22,483		72,082		65,389
Real estate taxes		8,675		7,314		24,530		21,645
Depreciation and amortization		25,612		19,898		72,455		59,125
Interest		20,235		17,946		58,992		55,277
Amortization of deferred financing costs		708		777		2,063		1,970
General and administrative		6,415		5,289		18,519		15,168
Other expenses		-		-		-		1,770
		86,675		73,707		248,641		220,344
Earnings from operations		14,580		15,015		43,869		35,982

Interest and other income		2,407		1,686		7,454		4,728
Equity income (loss) in co-investments		322		(368)		2,767		(1,184)
Minority interests		(1,198)		(1,231)		(3,556)		(3,739)
Income before discontinued operations and
tax provision		16,111		15,102		50,534		35,787
Income tax provision		-		(150)		-		(325)
Income before discontinued operations		16,111		14,952		50,534		35,462
Income from discontinued operations (net of
minority interests)		53		1,460		25,594		22,459
Net income		16,164		16,412		76,128		57,921
Dividends to preferred units - Series F		(488)		(488)		(1,465)		(1,465)
Dividends to preferred units - Series G		(1,823)		(1,303)		(5,399)		(1,303)
Dividends to preferred units - limited partners		(2,559)		(2,559)		(7,678)		(7,677)
Net income available to common units	$	11,294	$	12,062	$	61,586	$	47,476

Per common unit data:
Basic:
Income before discontinued operations available to
common units	$	0.41	$	0.42	$	1.34	$	0.99
Income from discontinued operations		0.00		0.05		0.95		0.89
Net income available to common units	$	0.41	$	0.47	$	2.29	$	1.88
Weighted average number of common units
outstanding during the period		27,652,473		25,424,259		26,868,825		25,275,460

Diluted:
Income before discontinued operations available to
common units	$	0.40	$	0.41	$	1.31	$	0.97
Income from discontinued operations		0.00		0.05		0.93		0.87
Net income available to common units	$	0.40	$	0.46	$	2.24	$	1.84
Weighted average number of common units
outstanding during the period		28,043,125		26,143,924		27,482,406		25,825,186

See accompanying notes to the unaudited consolidated financial statements.

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Consolidated Statements of Partners’ Capital and

Comprehensive Income for the nine months ended September 30, 2007

(Unaudited)

(Dollars and units in thousands)

	General Partner					Limited Partners						Accumulated
					Preferred					Preferred		Other
	Common Equity				Equity	Common Equity				Equity		Comprehensive
	Units		Amount		Amount	Units		Amount		Amount		Income (Loss)		Total
Balances at December 31, 2006	23,416	$	590,070	$	24,412	2,495	$	59,730	$	126,690	$	(2,273)	$	798,629
Comprehensive income:
Net income	-		55,177		6,864	-		6,410		7,677		-		76,128
Change in fair value of cash flow hedges	-		-		-	-		-		-		7,024		7,024
Comprehensive income														83,152
Issuance of common units under
Stock-based compensation plan	74		4,746		-	-		-		-		-		4,746
Issuance of general partner common units	1,698		216,776		-	-		-		-		-		216,776
Repurchase of general partner common units	(13)		(1,409)		-	-		-		-		-		(1,409)
Redemption of limited partner common units	-		-		-	(37)		(2,026)		-		-		(2,026)
Vesting of series Z and Z-1 incentive units	-		-		-	29		1,134		-		-		1,134
Reallocation of partners' capital	-		(1,500)		-	-		660		-		-		(840)
Partners' distributions	-		(68,632)		(6,864)	-		(6,946)		(7,677)		-		(90,119)
Balances at September 30, 2007	25,175	$	795,228	$	24,412	2,487	$	58,962	$	126,690	$	4,751	$	1,010,043

See accompanying notes to the unaudited consolidated financial statements.

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

		Nine Months Ended
		September 30,
		2007		2006
Net cash provided by operating activities	$	158,148	$	138,540

Cash flows used in investing activities:
Additions to real estate:
Acquisitions and improvements to recent acquisitions		(333,110)		(161,998)
Capital expenditures and redevelopment		(52,124)		(30,147)
Additions to real estate under development		(96,236)		(53,996)
Dispositions of real estate and investments		124,103		15,883
Changes in restricted cash and refundable deposits		1,979		5,162
Purchases of marketable securities		(5,843)		-
Additions to notes and other receivables		(19,192)		(15,279)
Collections of notes and other receivables		1,472		2,295
Contributions to limited partnerships		(22,164)		(35,526)
Distributions from limited partnerships		15,330		9,588
Net cash used in investing activities		(385,785)		(264,018)

Cash flows from financing activities:
Proceeds from mortgage notes payable and lines of credit		665,709		281,325
Repayment of mortgage notes payable and lines of credit		(494,331)		(233,442)
Payments of loans fees and related costs		(1,516)		(472)
Net proceeds from issuance of preferred convertible equity		-		145,912
Proceeds from settlement of forward-starting swap		1,311		-
Net proceeds from stock options exercised		3,786		3,136
Net proceeds from sale of common units to general partner		213,672		27,225
Purchase of common units from general partner		(1,409)		-
Distributions to limited partner units and minority interest		(77,145)		(17,482)
Redemption of limited partner units and minority interest		(9,983)		(6,360)
Distributions to general partner		(71,880)		(58,559)
Net cash provided by financing activities		228,214		141,283

Net increase in cash and cash equivalents		577		15,805
Cash and cash equivalents at beginning of period		9,662		14,337
Cash and cash equivalents at end of period	$	10,239	$	30,142

Supplemental disclosure of cash flow information:
Cash paid for interest, net of $3,561 and $2,413 capitalized
in 2007 and 2006, respectively	$	52,443	$	52,386

Supplemental disclosure of noncash investing and financing activities:
Mortgage notes assumed in connection with purchases
of real estate	$	43,839		-
Land contributed by a partner in a consolidated joint venture	$	22,200		-
Issuance of limited partner units in connection with
with purchase of real estate	$	7,067		-

See accompanying notes to the unaudited consolidated financial statements.

ESSEX PORTFOLIO, L.P. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2007 and 2006

(Unaudited)

(1)

Organization and Basis of Presentation

The unaudited consolidated financial statements of Essex Portfolio, L.P. (the “Operating Partnership”) are prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included and are normal and recurring in nature. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Operating Partnership's annual report on Form 10-K for the year ended December 31, 2006.

All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Certain prior year balances have been reclassified to conform to the current year presentation.

The unaudited consolidated financial statements for the nine months ended September 30, 2007 and 2006 include the accounts of the Operating Partnership (which holds the operating assets of Essex Property Trust, Inc., the “Company”). See below for a description of entities consolidated by the Operating Partnership. The Company is the sole general partner in the Operating Partnership, with a 91.0% and 90.4% general partnership interest as of September 30, 2007 and December 31, 2006, respectively.

As of September 30, 2007, the Operating Partnership has ownership interests in 138 apartment communities (containing 28,364 units), five commercial investments (with approximately 463,840 square feet), two recreational vehicle parks (comprising 338 spaces) and one manufactured housing community (containing 157 sites), (collectively, the "Properties"). The Properties are located in Southern California (Ventura, Los Angeles, Santa Barbara, Orange, Riverside and San Diego counties), Northern California (the San Francisco Bay Area), Seattle, Washington and other regions (Portland, Oregon metropolitan area and Houston, Texas).

Fund Activities

Essex Apartment Value Fund, L.P. ("Fund I" and “Fund II”), are investment funds formed by the Operating Partnership to add value through rental growth and asset appreciation, utilizing the Operating Partnership's development, redevelopment and asset management capabilities. All of the assets in Fund I have been sold, and Fund I is in the final stages of liquidation.

Fund II has eight institutional investors, including the Operating Partnership, with combined partner equity commitments of $265.9 million. The Operating Partnership has committed $75.0 million to Fund II, which represents a 28.2% interest as general partner and limited partner. Fund II utilizes leverage equal to approximately 60% of the estimated value of the underlying real estate. Fund II invested in apartment communities in the Operating Partnership’s targeted West Coast markets and, as of September 30, 2007, owned 11 apartment communities and three development projects. The Operating Partnership records revenue for its asset management, property management, development and redevelopment services when earned, and promote income if Fund II exceeds certain financial return benchmarks.

Marketable Securities

Marketable securities consist of funds held by the Operating Partnership’s wholly owned captive insurance subsidiary which are invested primarily in U.S. treasury or agency securities with original maturities of more than three months when purchased. The Operating Partnership has classified these debt securities as held-to-maturity securities, and the Operating Partnership reports the securities at amortized cost. Realized gains and losses and interest income are included in interest and other income on the consolidated statement of operations.

Variable Interest Entities

In accordance with Financial Accounting Standards Board (FASB) Interpretation No. 46 Revised (FIN 46R), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51”, the Operating Partnership consolidates 19 DownREIT limited partnerships (comprising twelve properties), and an office building that is subject to loans made by the

Operating Partnership. The Operating Partnership consolidates these entities because it is deemed the primary beneficiary under FIN 46R. The total assets and liabilities related to these variable interest entities (VIEs), net of intercompany eliminations, were approximately $225.5 million and $164.6 million as of September 30, 2007 and $178.3 million and $110.9 million as of December 31, 2006, respectively. Interest holders in VIEs consolidated by the Operating Partnership are allocated net income equal to the cash payments made to those interest holders for services rendered or distributions from cash flow. The remaining results of operations are generally allocated to the Operating Partnership. As of September 30, 2007 and December 31, 2006 the Operating Partnership was involved with two VIEs, of which it is not deemed to be the primary beneficiary. Total assets and liabilities of these entities were approximately $71.7 million and $78.5 million and $58.3 million and $58.4 million, as of September 30, 2007 and December 31, 2006, respectively. The Operating Partnership does not have a significant exposure to loss from its involvement with these unconsolidated VIEs.

Stock-Based Compensation

Effective January 1, 2006, the Operating Partnership adopted the provisions of SFAS No. 123 Revised (“SFAS No. 123(R)”), “Share-Based Payment”, a revision of SFAS No. 123 using the modified prospective approach. SFAS No. 123(R) requires companies to recognize in the income statement the grant-date fair value of stock options and other equity based compensation issued to employees.

Stock-based compensation expense for stock options and restricted stock awards under the fair value method totaled $0.4 million for the three months ended September 30, 2007 and 2006, respectively, and $1.0 million and $1.1 million for the nine months ended September 30, 2007 and 2006, respectively. The intrinsic value of the stock options exercised during the three months ended September 30, 2007 and 2006 totaled $2.2 million and $1.0 million, respectively, and $4.9 million and $3.7 million for the nine months ended September 30, 2007 and 2006, respectively. As of September 30, 2007, the intrinsic value of the stock options outstanding and fully vested totaled $15.8 million and $20.3 million, respectively. As of September 30, 2007, total unrecognized compensation cost related to unvested share-based compensation granted under the stock option plans and the restricted stock awards totaled $3.4 million. The cost is expected to be recognized over 3 to 5 years for the stock option plans and 7 years for the restricted stock awards.

Stock-based compensation expense for Z and Z-1 Units (collectively, “Z Units”) under the fair value method totaled $0.4 million for the three months ended September 30, 2007 and 2006, respectively, and $1.1 million for the nine months ended September 30, 2007 and 2006, respectively. Stock-based compensation capitalized for stock options, restricted stock awards, and the Z Units totaled $0.2 million for the three months ended September 30, 2007 and 2006, respectively, and $0.6 million and $0.4 million for the nine months ended September 30, 2007 and 2006, respectively. As of September 30, 2007 the intrinsic value of the Z Units subject to conversion totaled $16.0 million. As of September 30, 2007, total unrecognized compensation cost related to Z Units subject to conversion in the future granted under the Z Units totaled $8.1 million. The cost is expected to be recognized over 5 to 10 years for the Z Units.

The Company’s stock-based compensation policies have not changed materially from information reported in Note 2(k), “Stock-Based Compensation,” and Note 14, “Stock-Based Compensation Plans,” in the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2006.

Accounting Estimates and Reclassifications

The preparation of consolidated financial statements, in accordance with U.S. generally accepted accounting principles, requires the Operating Partnership to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, the Operating Partnership evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate properties, its investments in and advances to joint ventures and affiliates and its notes receivables. The Operating Partnership bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could be different under different assumptions or conditions. Certain reclassifications have been made to prior year balances in order to conform to the current year presentation. Such reclassifications have no impact on reported earnings, cash flows, total assets, or total liabilities.

New Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement 109.” FIN 48 establishes new evaluation and measurement processes for all income tax positions taken, and requires expanded disclosures of income tax matters. The adoption of this FIN did not have a material impact on the Operating Partnership’s consolidated financial position, results of operations or cash flows.

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. This statement clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing an asset or liability. SFAS No. 157 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data. This statement is effective in fiscal years beginning after November 15, 2007. The Operating Partnership believes that the adoption of this standard will not have a material effect on its consolidated financial statements.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 expands opportunities to use fair value measurement in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. This Statement is effective for fiscal years beginning after November 15, 2007. The Operating Partnership has not decided if it will choose to measure any eligible financial assets and liabilities at fair value upon the adoption of this standard on January 1, 2008.

(2)

Significant Transactions

(a) Acquisitions

In September 2007, the Operating Partnership acquired Mill Creek at Windermere, a 400-unit community located in San Ramon, California, for $100.5 million. Built in 2005, the property is located within Windermere, a master planned community.

In September 2007, the Operating Partnership acquired Thomas Jefferson Apartments for $28 million in a DownREIT transaction that included issuing 7,006 DownREIT units to a related party. The property, which was managed by the Operating Partnership before the acquisition, is a 156-unit apartment complex located in Sunnyvale, California. Built in 1963, the property is located adjacent to Magnolia Lane, another Operating Partnership community purchased in the second quarter of 2007.

(b) Dispositions

The Operating Partnership sold the two remaining condominium units at Peregrine Point in July of 2007.

(c) Joint Ventures

As discussed further in Note 3, the Operating Partnership acquired the general contractor's profit participation interest in the Mirabella property for $9 million. Accordingly, Mirabella is now wholly owned by the Operating Partnership.

(d) Debt and Financing Activities

In July 2007, the Operating Partnership paid-off a mortgage loan secured by Monterra del Sol for $2.6 million with a fixed interest rate of 7.56%.

In August 2007, the Operating Partnership originated a mortgage loan secured by the Coldwater Canyon community purchased in May 2007 in the amount of $5.9 million, with a fixed interest rate of 6.1%, which matures in August 2017. The Operating Partnership also refinanced an $11.6 million mortgage loan secured by the Capri at Sunny Hills community with a new loan in the amount of $19.2 million, with a fixed interest rate of 5.8%, which matures in August 2012.

In September 2007, the Operating Partnership assumed two loans in conjunction with the acquisition of the Thomas Jefferson community. The first loan is for $14 million with a fixed interest rate of 5.7% due in March 2017, and the second loan is for $6 million with a fixed interest rate of 5.9% due in March 2017.

(e) Equity

In August 2007, the Company’s Board of Directors authorized a stock repurchase plan to allow the Company to acquire shares in an aggregate of up to $200 million. The program supersedes the common stock repurchase plan that Essex announced on May 16, 2001. During the quarter the Company, on behalf of the Operating Partnership, repurchased and retired 12,600 shares of its common stock for approximately $1.4 million.

(f) Structured Finance

In September 2007, the Operating Partnership, closed on a $14 million bridge loan for the completion and lease-up of London

Flats, a 146-unit apartment community located in Vancouver, Washington. The loan refinanced a construction loan, incorporating additional proceeds for interior upgrades to the remaining phases; exterior and common area upgrades and interest reserves to take the project through lease-up and stabilization. The floating rate, LIBOR-based bridge loan, leveraged the project to approximately 85% of cost. The loan is full recourse, and has a term of 18 months with one, 6-month extension option.

(3) Investments

The Operating Partnership has investments in a number of joint ventures, which are accounted for under the equity method. The joint ventures primarily own and operate apartment communities. The following table details the Operating Partnership's investments (dollars in thousands):

		September 30,		December 31,
		2007		2006

Investments in joint ventures accounted for under the equity
method of accounting:

Limited partnership interest of 27.2% and general partner
interest of 1% in Essex Apartment Value Fund II, L.P (Fund II)	$	59,270	$	45,598
Preferred limited partnership interests in Mountain Vista
Apartments, LLC (A)		1,182		6,806
Development joint ventures		9,835		7,547
		70,287		59,951
Investments accounted for under the cost method of accounting:

Series A Preferred Stock interest in Multifamily Technology
Solutions, Inc.		500		500

Total investments	$	70,787	$	60,451

(A)	The investment is held in an entity that includes an affiliate of The Marcus & Millichap Company (“TMMC”), and is the general partner. TMMC’s Chairman is also the Chairman of the Company.

The combined summarized financial information of investments, which are accounted for under the equity method, is as follows (dollars in thousands).


		September 30,		December 31,
		2007		2006
Balance sheets:
Real estate and real estate under development	$	590,438	$	576,134
Other assets		18,622		20,681

Total assets	$	609,060	$	596,815

Mortgage notes payable	$	318,630	$	301,665
Other liabilities		17,090		74,793
Partners' equity		273,340		220,357

Total liabilities and partners' capital	$	609,060	$	596,815

Operating Partnership's share of capital	$	70,287	$	59,951

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2007		2006		2007		2006
Statements of operations:
Property revenues	$	11,761	$	10,887	$	34,596	$	30,631
Property operating expenses		(4,335)		(5,074)		(13,805)		(13,600)
Net operating income		7,426		5,813		20,791		17,031
Interest expense		(3,369)		(4,169)		(10,623)		(12,731)
Depreciation and amortization		(3,485)		(3,122)		(10,431)		(8,945)

Total net income (loss)	$	572	$	(1,478)	$	(263)	$	(4,645)

Operating Partnership's share of operating net income (loss)		322		(368)		421		(1,184)
Operating Partnership's gain on sale and gain on partial sale of its interest		-		-		2,346		-
Operating Partnership's share of equity income (loss) in co-investments	$	322	$	(368)	$	2,767	$	(1,184)

During the first quarter of 2007, the Operating Partnership made a $1.1 million contribution to a development with a joint venture partner, and as of September 30, 2007 the Operating Partnership has made contributions to three developments held by joint venture entities totaling $9.8 million. ��Two of the developments are located in the San Francisco Bay Area and one of the developments is located in Southern California. As of September 30, 2007, these developments are still in the predevelopment stage.

During March 2007, the Mountain Vista Apartments, LLC, a joint venture that owns the Waterstone at Fremont apartments in Fremont, California, was recapitalized with the inclusion of a new joint venture partner, and as part of this transaction the Operating Partnership received $7.7 million in net distributions from the joint venture. The Operating Partnership accounted for this transaction as a partial sale of the Operating Partnership’s investment and recorded a gain of $2.0 million which is included in equity income in co-investments as a result of this transaction. As of September 30, 2007, the Operating Partnership’s carrying value of its remaining investment in the amended and restated Mountain Vista Apartments, LLC joint venture was $1.2 million.

The Operating Partnership had a developer agreement to distribute to the general contractor of Mirabella apartments 20% of the property’s cash flow after the Operating Partnership receives a 9% cumulative preferred return on its investment from operating cash flow and a 12% preferred return on its investment from capital transactions cash flow. During the third quarter of 2007, the Operating Partnership acquired the general contractor's interest in the Mirabella property for $9 million in lieu of distributing a percentage of future cash flows to the general contractor per the agreement. Accordingly, Mirabella is now wholly owned by the Operating Partnership.

(4) Notes Receivable and Other Receivables from Related Parties

Notes receivable and other receivables from related parties consist of the following as of September 30, 2007 and December 31, 2006 (dollars in thousands):

		September 30,		December 31,
		2007		2006
Related party receivables, unsecured:
Loans to officers made prior to July 31, 2002, secured,
bearing interest at 8% (repaid in March 2007)	$	-	$	375
Other related party receivables, substantially due on demand		1,178		834
Total notes and other receivable from related parties	$	1,178	$	1,209

Other related party receivables include accrued management and development fees from Fund II totaling $0.6 million and $0.4 million as of September 30, 2007 and December 31, 2006, respectively.

(5) Notes and Other Receivables

Notes receivables secured by real estate, and other receivables consist of the following as of September 30, 2007 and December 31, 2006 (dollars in thousands):

		September 30,		December 31,
		2007		2006

Note receivable, secured, bearing interest at 12%, due June 2008	$	2,193	$	2,193
Note receivable, secured, bearing interest at LIBOR + 4.65%, due January 2008		8,215		7,807
Note receivable, secured, bearing interest at LIBOR + 3.38%, due February 2009		9,651		-
Note receivable, secured, bearing interest at LIBOR + 3.69%, due June 2009		7,343		7,309
Note receivable, secured, bearing interest at LIBOR + 4.75%, due March 2011		7,068		-
Other receivables		880		886
Total notes and other receivables	$	35,350	$	18,195

As of September 30, 2007, the Operating Partnership originated four notes receivables totaling $32.3 million which are mezzanine or bridge loans. The borrowers under each note receivable have the right to extend the maturity date if certain criteria are met specific to each agreement. During August 2006, the Operating Partnership originated a loan with the owners of a 26-unit apartment community in Sherman Oaks, California. The proceeds from the loan financed the conversion of the units to condominiums for sale. Effective July 1, 2007, the Operating Partnership has ceased accruing interest on the note, due to the current velocity of sales, pricing, and status of the interest reserve. The Operating Partnership believes that the current recorded balance of $8.2 million is collectible.

(6) Related Party Transactions

Management and other fees from affiliates includes property management, asset management, development and redevelopment fees from related parties of $1.3 million and $1.9 million for the three months ended September 30, 2007 and 2006, respectively, and $3.7 and $3.5 million for the nine months ended September 30, 2007 and 2006, respectively.

The Company’s Chairman, George Marcus, is also the Chairman of TMMC, which is a real estate brokerage firm. The Operating Partnership paid brokerage commissions on the sale of real estate totaling $0 during the three months ended September 30, 2007 and 2006, and $1.3 million and $0.8 million, respectively, during the nine months ended September 30, 2007 and 2006.

Mr. Marcus was also an investor in the two partnerships that owned the Thomas Jefferson Apartments that was acquired by the Operating Partnership during September 2007 in a DownREIT transaction. In conjunction with that transaction, Mr. Marcus received 7,006 DownREIT units in exchange for his partnership interests in Thomas Jefferson Apartments.

(7)

Segment Information

The Operating Partnership defines its reportable operating segments as the three geographical regions in which its properties are located: Southern California, Northern California and Seattle Metro. Excluded from segment revenues are properties outside of these regions including properties in Portland, Oregon and Houston, Texas, management and other fees from affiliates, and interest and other income. Non-segment revenues and net operating income included in the following schedule also consist of revenue generated from commercial properties, recreational vehicle parks, and manufactured housing communities. Other non-segment assets include investments, real estate under development, cash, notes receivable, other assets and deferred charges.

The revenues, net operating income, and assets for each of the reportable operating segments are summarized as follows for the three months ended September 30, 2007 and 2006 (dollars in thousands):

		Three Months Ended
		September 30,
		2007		2006
Revenues:
Southern California	$	54,515	$	50,362
Northern California		25,708		18,985
Seattle Metro		16,403		14,310
Other Regions		3,361		3,193
Total property revenues	$	99,987	$	86,850

Net operating income:
Southern California	$	37,028	$	34,352
Northern California		16,919		12,609
Seattle Metro		10,681		8,855
Other Regions		1,654		1,237
Total net operating income		66,282		57,053

Depreciation and amortization		(25,612)		(19,898)
Interest expense		(20,235)		(17,946)
Amortization of deferred financing costs		(708)		(777)
General and administrative		(6,415)		(5,289)
Other expenses		-		-
Management and other fees from affiliates		1,268		1,872
Interest and other income		2,407		1,686
Equity income (loss) in co-investments		322		(368)
Minority interests		(1,198)		(1,231)
Income tax provision		-		(150)
Income before discontinued operations	$	16,111	$	14,952

The revenues, net operating income, and assets for each of the reportable operating segments are summarized as follows for the nine months ended September 30, 2007 and 2006 (dollars in thousands):

	Nine Months Ended
		September 30,
		2007		2006
Revenues:
Southern California	$	160,259	$	147,591
Northern California		71,364		54,486
Seattle Metro		47,297		41,202
Other Regions		9,928		9,521
Total property revenues	$	288,848	$	252,800

Net operating income:
Southern California	$	109,849	$	100,441
Northern California		47,080		36,370
Seattle Metro		31,035		25,745
Other Regions		4,272		3,210
Total net operating income		192,236		165,766

Depreciation and amortization		(72,455)		(59,125)
Interest expense		(58,992)		(55,277)
Amortization of deferred financing costs		(2,063)		(1,970)
General and administrative		(18,519)		(15,168)
Other expenses		-		(1,770)
Management and other fees from affiliates		3,662		3,526
Interest and other income		7,454		4,728
Equity income (loss) in co-investments		2,767		(1,184)
Minority interests		(3,556)		(3,739)
Income tax provision		-		(325)
Income before discontinued operations	$	50,534	$	35,462

		September 30,		December 31,
		2007		2006
Assets:
Southern California	$	1,341,567	$	1,244,037
Northern California		827,572		565,405
Seattle Metro		351,345		317,848
Other Regions		78,988		76,882
Net rental properties		2,599,472		2,204,172
Real estate - held for sale, net		-		41,221
Real estate under development		182,455		103,487
Investments		70,787		60,451
Notes and other receivables		35,350		18,195
Other non-segment assets		66,336		58,314
Total assets	$	2,954,400	$	2,485,840

(8) Net Income Per Common Unit

(Amounts in thousands, except per unit data)

		Three Months Ended					Three Months Ended
		September 30, 2007					September 30, 2006
			Weighted-		Per			Weighted-		Per
			average		Common			average		Common
			Common		Unit			Common		Unit
		Income	Units		Amount		Income	Units		Amount
Basic:
Income before discontinued operations
available to common units	$	11,241	27,652	$	0.41	$	10,602	25,424	$	0.42
Income from discontinued operations		53	27,652		0.00		1,460	25,424		0.05
		11,294		$	0.41		12,062		$	0.47


Effect of Dilutive Securities (1)		-	391				-	721

Diluted:
Income before discontinued operations
available to common units		11,241	28,043	$	0.40		10,602	26,144	$	0.41
Income from discontinued operations		53	28,043		0.00		1,460	26,144		0.05
	$	11,294		$	0.40	$	12,062		$	0.46


		Nine Months Ended					Nine Months Ended
		September 30, 2007					September 30, 2006
			Weighted		Per			Weighted		Per
			Average		Common			Average		Common
			Common		Unit			Common		Unit
		Income	Units		Amount		Income	Units		Amount
Basic:
Income before discontinued operations
available to common units	$	35,992	26,869	$	1.34	$	25,017	25,275	$	0.99
Income from discontinued operations		25,594	26,869		0.95		22,459	25,275		0.89
		61,586		$	2.29		47,476		$	1.88

Effect of Dilutive Securities (1)		-	614				-	550

Diluted:
Income before discontinued operations
available to common units		35,992	27,482	$	1.31		25,017	25,825	$	0.97
Income from discontinued operations		25,594	27,482		0.93		22,459	25,825		0.87
	$	61,586		$	2.24	$	47,476		$	1.84

The Operating Partnership has the ability and intent to redeem DownREIT Limited Partnership units for cash and does not consider them to be common unit equivalents.

(1)

On or after November 1, 2020, the holders of the $225 million exchangeable notes may exchange, at the then applicable exchange rate, the notes for cash and, at Essex’s option, a portion of the notes may be exchanged for Essex common stock; the original exchange rate was $103.25 per share of Essex common stock. The exchangeable notes will also be exchangeable prior to November 1, 2020, but only upon the occurrence of certain specified events. During the nine months ended September 30, 2007 the weighted average common stock price exceeded the current strike price and therefore common stock issuable upon exchange of the exchangeable notes was included in the diluted share count. The treasury method was used to determine the shares to be added to the denominator for the calculation of earnings per diluted unit.

Stock options of 45,004 and 0 for the three months ended September 30, 2007 and 2006, respectively, and 19,753 and 0 for the nine months ended September 30, 2007 and 2006, respectively, were not included in the diluted earnings per unit calculation because the exercise price of the options were greater than the average market price of the common units for the three and nine months ended and, therefore, were anti-dilutive.

The 5,980,000 shares of Series G cumulative convertible preferred stock have been excluded from diluted earnings per unit for the three and nine months ended September 30, 2007 as the effect was anti-dilutive.

(9)

Derivative Instruments and Hedging Activities

As of September 30, 2007 the Operating Partnership had entered into nine forward-starting interest rate swaps totaling a notional amount of $450 million with interest rates ranging from 4.9% to 5.9% and settlements dates ranging from April 2008 to October 2011. These derivatives qualify for hedge accounting and will economically hedge the cash flows associated with the refinancing of debt that matures between April 2008 and October 2011. The fair value of the derivatives increased $5.7 million during the nine months ended September 30, 2007 to a value of $3.4 million as of September 30, 2007, and the derivative asset was recorded in prepaid and other assets in the Operating Partnership’s consolidated financial statements. The changes in the fair values of the derivatives are reflected in accumulated other comprehensive income (loss) in the Operating Partnership’s consolidated financial statements. No hedge ineffectiveness on cash flow hedges was recognized during the nine months ended September 30, 2007 and 2006.

(10)

Discontinued Operations

In the normal course of business, the Operating Partnership will receive offers for sale of its properties, either solicited or unsolicited. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction. It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process. The Operating Partnership classifies real estate as "held for sale" when all criteria under SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (“SFAS 144”) have been met.

In January 2006, the Operating Partnership sold Vista Capri East and Casa Tierra apartment communities for approximately $7.0 million and in March 2006, the Operating Partnership sold Diamond Valley, a Recreational Vehicle Park, for approximately $1.3 million. The total combined gain was $3.1 million. The Operating Partnership has recorded the gain on sale and operations for the three properties as part of discontinued operations in the accompanying consolidated statements of operations.

In June 2006, the unconsolidated joint venture property, Vista Pointe, a 286-unit apartment community located in Anaheim, California, was sold for approximately $46 million. The Operating Partnership’s share of the proceeds from the transaction totaled $19.3 million, resulting in an $8.8 million gain on the sale, and an additional $8.2 million for fees and a promote distribution. The Operating Partnership has recorded the ground lease income and all related gains and fees from the Vista Pointe joint venture as part of discontinued operations in the accompanying consolidated statements of operations.

As of December 31, 2006, City Heights Apartments, a 687-unit community located in Los Angeles was classified as held for sale, and during February 2007 the property was sold to a third-party for $120 million. The Operating Partnership’s share of the proceeds from the sale totaled $33.9 million, resulting in a $13.7 million gain to the Operating Partnership, and an additional $10.3 million for fees from the City Heights joint venture partner are included in discontinued operations in the accompanying consolidated statements of operations.

In July 2007, the Operating Partnership sold the final 2 condominium units at the Peregrine Point property for a gain of $0.1 million net of taxes and expenses. For the nine months ended September 30, 2007, the Operating Partnership sold 21 condominium units at the Peregrine Point property and recorded a gain of $1.0 million net of taxes and expenses. The Operating Partnership started selling the units in the third quarter of 2006, and recorded the sale of 28 units and recorded a gain of $1.1 million net of taxes and expenses. The Operating Partnership has recorded the gain on sale of condominiums and operations for Peregrine Point apartments as part of discontinued operations in the accompanying consolidated statements of operations.

The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Operating Partnership owned such assets, as described above.

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2007		2006		2007		2006

Rental revenues	$	-	$	2,820	$	1,355	$	8,788
Interest and other income		-		14		290		21
Revenues		-		2,834		1,645		8,809
Property operating expenses		-		(1,046)		(535)		(3,329)
Interest expense		-		(579)		(416)		(1,736)
Depreciation and amortization		-		(768)		(41)		(2,307)
Minority interests		-		(151)		-		(469)
Expenses		-		(2,544)		(992)		(7,841)
Gain on sale of real estate		53		1,170		79,222		13,032
Equity income co-investments		-		-		-		238
Promote interest and fees		-		-		10,343		8,221
Minority interests - City Heights		-		-		(64,624)		-
Net gain on sale of real estate		53		1,170		24,941		21,491

Income from discontinued operations	$	53	$	1,460	$	25,594	$	22,459

(11) Commitments and Contingencies

The Operating Partnership is subject to various lawsuits in the normal course of its business operations. Such lawsuits are not expected to have a material adverse effect on the Operating Partnership’s financial condition, results of operations or cash flows.

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes thereto included elsewhere herein and with our 2006 Annual Report on Form 10-K for the year ended December 31, 2006 and our Current Report on Form 10-Q for the quarter ended September 30, 2007.

The Operating Partnership acquires, develops, redevelops and manages apartment communities in selected residential areas located primarily in the West Coast of the Untied States. The Company is a self-administered and self-managed REIT that owns all of its interests in its real properties, directly or indirectly, through the Operating Partnership. Our investment strategy has two components: constant monitoring of existing markets, and evaluation of new markets to identify areas with the characteristics that underlie rental growth. Our strong financial condition supports our investment strategy by enhancing our ability to quickly shift our acquisition, development, and disposition activities to markets that will optimize the performance of the portfolio.

As of September 30, 2007, we had ownership interests in 138 apartment communities, comprising 28,364 apartment units. Our apartment communities are located in the following major West Coast regions:

Southern California (Ventura, Los Angeles, Santa Barbara, Orange, Riverside and San Diego counties)

Northern California (the San Francisco Bay Area)

SeattleMetro (Seattle metropolitan area)

Other Regions (Portland metropolitan area, and Houston, Texas)

As of September 30, 2007, we also had ownership interests in five commercial investments (with approximately 463,840 square feet), two recreational vehicle parks (comprising 338 spaces) and one manufactured housing community (containing 157 sites).

As of September 30, 2007, our consolidated development pipeline was comprised of three development projects and seven predevelopment projects and two land parcels held for future development aggregating 2,716 units, with total incurred costs of $182.4 million, and estimated remaining project costs of approximately $667.3 million for total estimated project costs of $849.7 million.

The Operating Partnership’s consolidated apartment communities are as follows:

	As of September 30, 2007		As of September 30, 2006
	Apartment Units	%	Apartment Units	%
Southern California	12,725	50%	12,118	51%
Northern California	6,361	25%	5,318	23%
Seattle Metro	5,005	20%	4,905	21%
Other Regions	1,177	5%	1,177	5%
Total	25,268	100%	23,518	100%

Comparison of the Three Months Ended September 30, 2007 to the Three Months Ended September 30, 2006

Our average financial occupancies for the Operating Partnership’s stabilized apartment communities or “Quarterly Same-Properties” (stabilized properties consolidated by the Operating Partnership for the three months ended September 30, 2007 and 2006) decreased 70 basis points to 96.0% as of September 30, 2007 from 96.7% as of September 30, 2006 for the Quarterly Same-Properties. Financial occupancy is defined as the percentage resulting from dividing actual rental revenue by total possible rental revenue. Actual rental revenue represents contractual rental revenue pursuant to leases without considering delinquency and concessions. Total possible rental revenue represents the value of all apartment units, with occupied units valued at contractual rental rates pursuant to leases and vacant units valued at estimated market rents. We believe that financial occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate. Financial occupancy may not completely reflect short-term trends in physical occupancy and financial occupancy rates as disclosed by other REITs may not be comparable to our calculation of financial occupancy.

The regional breakdown of the Operating Partnership’s Quarterly Same-Property portfolio for financial occupancy for the quarter ended September 30, 2007 and 2006 is as follows:

	Three months ended
	September 30,
	2007	2006
Southern California	95.6%	96.5%
Northern California	97.1%	97.3%
Seattle Metro	96.0%	97.2%
Other Regions	94.6%	94.9%

The following table illustrates a breakdown of these revenue amounts, including revenues attributable to the Quarterly Same-Properties.

			Three Months Ended
	Number of		September 30,				Dollar	Percentage
	Properties		2007		2006		Change	Change
Property Revenues (dollars in thousands)
Same-Properties:
Southern California	56	$	46,481	$	44,834	$	1,647	3.7	%
Northern California	16		15,287		14,032		1,255	8.9
Seattle Metro	23		14,729		13,390		1,339	10.0
Other Regions	5		2,714		2,603		111	4.3
Total Same-Property revenues	100		79,211		74,859		4,352	5.8
Non-Same Property Revenues (1)			20,776		11,991		8,785	73.3
Total property revenues		$	99,987	$	86,850	$	13,137	15.1	%

(1) Includes properties acquired after July 1, 2006, ten redevelopment communities, three office buildings and one development community.

Quarterly Same-Property Revenues increased by $4.3 million or 5.8% to $79.2 million in the third quarter of 2007 from $74.9 million in the third quarter of 2006. The increase in the third quarter of 2007 was primarily attributable to an increase in scheduled rents of $5.1 million or 7.0% compared to the third quarter of 2006. Average monthly rental rates for Quarterly Same-Property communities were $1,302 per unit in the third quarter of 2007 compared to $1,218 per unit in the third quarter of 2006. The decline in occupancy decreased revenues by $0.7 million of which $0.3 million was caused by vacancy created by units that were under renovation. Delinquency and rent concessions increased $0.3 million and other income increased $0.2 million third quarter of 2007 compared to third quarter of 2006.

Quarterly Non-Same Property Revenues increased by $8.8 million or 73.3% to $20.8 million in the third quarter of 2007 from $12.0 million in the third quarter of 2006. The increase was primarily due to twelve communities acquired since July 1, 2006.

Total Expenses increased $13.0 million or 17.6% to $86.7 million in the third quarter of 2007 from $73.7 million in the third quarter of 2006. Property operating expenses increased by $3.9 million or 13.1% for the quarter, which is primarily due to the acquisition of twelve communities since July 1, 2006 and annual increases in property salaries and real estate taxes. Depreciation expense increased by $5.7 million or 28.7% for the third quarter of 2007, due to the acquisition of twelve properties since July 2006 and recording depreciation expense for the River Oaks and Hollywood commercial buildings, which are predevelopment properties with short-term tenant leases. Interest expense increased $2.3 million or 12.7% for the third quarter of 2007 due to an increase in funding of development and acquisitions on the Operating Partnership’s lines of credit and an increase of outstanding mortgage notes payable. General and administrative costs increased $1.1 million primarily due to an increase in costs related to employees working on Fund II development and redevelopment projects that can not be capitalized by the Operating Partnership of approximately $0.4 million, an increase in number of employees and annual increases in compensation.

Interest and other income increased by $0.7 million in the third quarter of 2007 due to an increase in lease income of $1.2 million resulting from the income generated from the River Oaks and Hollywood commercial buildings offset by a $0.5 million decrease in interest income. During the third quarter of 2006, the Operating Partnership recorded $0.9 million in interest income on the cash balances resulting from the $145.9 million Series G preferred stock transaction.

Equity income (loss) in co-investments increased by $0.7 million during the third quarter of 2007 due primarily to the recording of $0.2 million of equity income from Fund II, and $0.2 million in preferred interest received from the Mountain Vista, LLC joint venture. The Operating Partnership incurred a loss of $0.4 million in equity income (loss) in co-investments related to Fund II during the third quarter of 2006.

Income from discontinued operations for the third quarter of 2007 includes the net gain on sale of the final two condominiums at Peregrine Point of $0.1 million. During the third quarter of 2006, the Operating Partnership sold the first 28 units and recorded a net gain of $1.2 million.

Comparison of the Nine Months Ended September 30, 2007 to the Nine Months Ended September 30, 2006

Our average financial occupancies for the Operating Partnership’s stabilized apartment communities or “2007/2006 Same-Properties” (stabilized properties consolidated by the Operating Partnership for the nine months ended September 30, 2007 and 2006) decreased 80 basis points to 95.8% as of September 30, 2007 from 96.6% as of September 30, 2006.

The regional breakdown of the Operating Partnership’s 2007/2006 Same-Property portfolio for financial occupancy for the nine months ended September 30, 2007 and 2006 is as follows:

	Nine Months Ended
	September 30,
	2007	2006
Southern California	95.6%	96.3%
Northern California	96.5%	97.4%
Seattle Metro	96.1%	97.1%
Other Regions	95.0%	95.7%

The following table illustrates a breakdown of these revenue amounts, including revenues attributable to the nine-month 2007/2006 Same-Properties.

			Nine Months Ended
	Number of		September 30,				Dollar	Percentage
	Properties		2007		2006		Change	Change
Property Revenues (dollars in thousands)
2007/2006 Same-Properties:
Southern California	56	$	138,309	$	131,604	$	6,705	5.1	%
Northern California	16		44,520		40,883		3,637	8.9
Seattle Metro	22		41,773		37,625		4,148	11.0
Other Regions	5		8,039		7,625		414	5.4
Total 2007/2006 Same-Property revenues	99		232,641		217,737		14,904	6.8
2007/2006 Non-Same Property Revenues (1)			56,207		35,063		21,144	60.3
Total property revenues		$	288,848	$	252,800	$	36,048	14.3	%

(1) Includes properties acquired after January 1, 2006, eleven redevelopment communities, three office buildings, and one development community.

2007/2006 Same-Property Revenues increased by $14.9 million or 6.8% to $232.6 million for the nine months ended September 30, 2007 from $217.8 million for the nine months ended September 30, 2006. The increase was primarily attributable to an increase in scheduled rents of $16.7 million or 7.8% compared to 2006. Average monthly rental rates for 2007/2006 Same-Property communities were $1,281 per unit for the nine months ended September 30, 2007 compared to $1,189 per unit for the nine months ended September 30, 2006. The decline in occupancy decreased revenues by $2.4 million of which $0.7 million was caused by vacancy created by units that were under renovation. Delinquency and rent concessions increased $0.6 million and other income increased $1.2 million for the nine months ended September 30, 2007compared to the nine months ended September 30, 2006.

2007/2006 Non-Same Property Revenues increased by $21.1 million or 60.3% to $56.2 million for the nine months ended September 30, 2007 from $35.1 million for the nine months ended September 30, 2006. The increase was primarily due to twelve communities acquired since January 1, 2006.

Total Expenses increased $28.3 million or 12.8% to $248.6 million for the nine months ended September 30, 2007 from $220.3 million for the nine months ended September 30, 2006. Property operating expenses increased by $9.6 million or 11.0% for the nine months ended September 30, 2007, which is primarily due to the acquisition of twelve communities and annual increases in property salaries and real estate taxes. Depreciation expense increased by $13.3 million or 22.5% for the nine months ended September 30, 2007, due to the acquisition of twelve properties after January 1, 2006 and recording depreciation expense for the River Oaks and Hollywood commercial buildings, which are predevelopment properties with short-term tenant leases. Interest expense increased $3.7 million or 6.7% due primarily to an increase of in interest expense of $2.3 million in the third quarter of 2007 due to an increase in funding of development and acquisitions on the Operating Partnership’s lines of credit and an increase of outstanding mortgage notes payable. General and administrative costs increased $3.4 million primarily due to an increase in costs related to employees working on Fund II development and redevelopment projects that can not be capitalized by the Operating Partnership of approximately $1.1 million, and an increase in the number of employees and annual increases in compensation.

Other expenses of $1.8 million for the nine months ended September 30, 2006 relate to $1.0 million in pursuit costs related to the Operating Partnership’s attempt to acquire the Town & Country REIT in the first quarter of 2006, and an impairment charge recorded for $0.8 million resulting from a write-down of a property in Houston, Texas in the second quarter of 2006.

Interest and other income increased by $2.7 million for the nine months ended September 30, 2007 due primarily to an increase in lease income of $3.6 million resulting from the income generated from the River Oaks and Hollywood commercial buildings, and an increase of $1.1 million in interest income earned from the mezzanine/bridge loans, offset by a gain recorded in 2006 from sale of Town & Country stock. During the first quarter of 2006, the Operating Partnership recorded a non-recurring gain of $1.7 million related to the sale of Town & Country stock.

Equity income (loss) in co-investments increased by $4.0 million during the nine months ended September 30, 2007 due primarily to the recording of $2.0 million from the partial sale of the Operating Partnership’s interest in the Mountain Vista, LLC joint venture in the first quarter of 2007 and $0.3 million in preferred interest earned on this investment during

the second and third quarters of 2007. The increase in 2007 also relates to $0.4 million of equity income recorded from Fund I, and $0.1 million of equity income earned from its investment in Fund II. The Operating Partnership incurred a loss of $1.2 million in equity income (loss) in co-investments related to Fund II during the nine months ended September 30, 2006. .

Income from discontinued operations for the nine months ended September 30, 2007 includes the sale of the City Heights joint venture property for a gain of $13.7 million, which is net of minority interest, and $10.3 million in fees, and the net gain on sale of 21 Peregrine Point condominiums for $1.0 million. During the nine months ended September 30, 2006, income from discontinued operations included a gain of $8.8 million from the sale of the Vista Pointe joint venture property and $8.2 million in fees, a gain of $3.1 million on the sales of Vista Capri East, Casa Tierra, and Diamond Valley properties, and a gain of $1.1 million from the sale of the first 28 condominiums at Peregrine Point.

Liquidity and Capital Resources

Standard and Poor's (“S&P”) rating has issued a corporate credit rating of BBB/Stable for Essex Portfolio L.P. and Essex Property Trust, Inc.

At September 30, 2007, the Operating Partnership had $10.2 million of unrestricted cash and cash equivalents. We believe that cash flows generated by our operations, existing cash balances, availability under existing lines of credit, access to capital markets and the ability to generate cash from the disposition of real estate are sufficient to meet all of our reasonably anticipated cash needs during 2007. The timing, source and amounts of cash flows provided by financing activities and used in investing activities are sensitive to changes in interest rates and other fluctuations in the capital markets environment, which can affect our plans for acquisitions, dispositions, development and redevelopment activities.

The Operating Partnership has a $200 million unsecured line of credit and, as of September 30, 2007, there was $58 million balance on the line at an average interest rate of 6.7% for the quarter. This facility matures in March 2009, with an option for a one-year extension. The underlying interest rate on this line is based on a tiered rate structure tied to an S&P rating on the credit facility (currently BBB-) at LIBOR plus 0.8%. The Operating Partnership also has a $100 million credit facility from Freddie Mac, which is secured by eight apartment communities which matures in January 2009. As of September 30, 2007, the Operating Partnership had $100 million outstanding under this line of credit at an average interest rate of 5.9% for the quarter. The underlying interest rate on this line is between 55 and 59 basis points over the Freddie Mac Reference Rate. During March 2007, the Operating Partnership entered into an unsecured revolving line of credit for $10 million with a commercial bank with an initial maturity date of March 2008. As of September 30, 2007 there was a $9.6 million balance on the revolving line of credit at an average interest rate of 5.4% for the quarter. Borrowing under this revolving line of credit bears an interest rate at the bank’s Prime Rate less 2.0%. The line is used to fund short-term working capital needs. The Operating Partnership’s line of credit agreements contain debt covenants related to limitations on indebtedness and liabilities, maintenance of minimum levels of consolidated earnings before depreciation, interest and amortization and maintenance of minimum tangible net worth. Certain terms and covenants of the $200 million unsecured line of credit were amended during the third quarter of 2007. The Operating Partnership was in compliance with the line of credit covenants as of September 30, 2007 and December 31, 2006.

During the first quarter of 2007, the Company filed a new shelf registration statement with the SEC, allowing the Company to sell an undetermined number or amount of certain equity and debt securities as defined in the prospectus.

During the second quarter of 2007, the Company issued and sold approximately 170,500 shares of common stock for $21.8 million, net of fees and commissions, under its Controlled Equity Offering program. Under this program, the Company may from time to time sell shares of common stock into the existing trading market at current market prices. The Operating Partnership used the net proceeds from such sales to primarily fund the development and redevelopment pipelines. No sales of common stock occurred during the third quarter of 2007.

On May 3, 2007, the Company sold 1,500,000 shares of its common stock for proceeds of $191.9 million, net of underwriter fees and expenses. The Operating Partnership used net proceeds from the common stock sales to reduce outstanding borrowings under the Operating Partnership’s lines of credit.

The Company sold 5,980,000 shares of 4.875% Series G Cumulative Convertible Preferred Stock for gross proceeds of

$149.5 million during the third quarter of 2006. The proceeds were contributed to the Operating Partnership in exchange for preferred equity in the Operating Partnership. Holders may convert Series G Preferred Stock into shares of the Company’s common stock subject to certain conditions. The conversion rate was initially .1830 shares of common stock per the $25 share liquidation preference, which is equivalent to an initial conversion price of approximately $136.62 per share of common stock (the conversion rate will be subject to adjustment upon the occurrence of specified events). The conversion rate is currently .1834 shares of common stock per $25 per share liquidation preference. On or after July 31, 2011, the Company may, under certain circumstances, cause some or all of the Series G Preferred Stock to be converted into shares of common stock at the then prevailing conversion rate.

The Operating Partnership has $225 million of outstanding exchangeable senior notes (the “Notes”) with a coupon of 3.625% due 2025. The Notes are senior unsecured obligations of the Operating Partnership, and are fully and unconditionally guaranteed by the Company. On or after November 1, 2020, the Notes will be exchangeable at the option of the holder into cash and, in certain circumstances at Essex’s option, shares of the Company’s common stock at an initial exchange price of $103.25 per share subject to certain adjustments. The Notes will also be exchangeable prior to November 1, 2020, but only upon the occurrence of certain specified events. On or after November 4, 2010, the Operating Partnership may redeem all or a portion of the Notes at a redemption price equal to the principal amount plus accrued and unpaid interest (including additional interest, if any). Note holders may require the Operating Partnership to repurchase all or a portion of the Notes at a purchase price equal to the principal amount plus accrued and unpaid interest (including additional interest, if any) on the Notes on November 1, 2010, November 1, 2015 and November 1, 2020.

As of September 30, 2007, our mortgage notes payable totaled $1.2 billion which consisted of $1.0 billion in fixed rate debt with interest rates varying from 4.86% to 8.18% and maturity dates ranging from 2008 to 2018 and $199.4 million of tax-exempt variable rate demand bonds with a weighted average interest rate of 4.8%. The tax-exempt variable rate demand bonds have maturity dates ranging from 2020 to 2039, and are subject to interest rate caps.

The Company pays quarterly dividends from cash available for distribution. Until it is distributed, cash available for distribution is invested by the Operating Partnership primarily in short-term investment grade securities or is used by the Operating Partnership to reduce balances outstanding under its line of credit.

Derivative Activity

Development and Predevelopment Pipeline

The Operating Partnership defines development activities as new properties that are being constructed, or are newly constructed and, in the case of development communities, are in a phase of lease-up and have not yet reached stabilized operations; or, in the case of TRS development projects, have not yet been sold. As of September 30, 2007, excluding development projects owned by Fund II, the Operating Partnership had three development projects comprised of 713 units for an estimated cost of $219.1 million, of which $131.8 million remains to be expended.

The Operating Partnership defines the predevelopment pipeline as new properties in negotiation or in the entitlement process with a high likelihood of becoming development activities. As of September 30, 2007, the Operating Partnership had development communities aggregating 1,937 units that were classified as predevelopment projects. The estimated total cost of the predevelopment pipeline at September 30, 2007 is $623.9 million, of which $535.5 million remains to be expended. The Operating Partnership may also acquire land for future development purposes. The Operating Partnership owns two land parcels held for future development aggregating 66 units as of September 30, 2007. The Operating Partnership has incurred $6.7 million to acquire entitlements as of September 30, 2007.

The Operating Partnership expects to fund the development pipeline by using a combination of some or all of the following sources: its working capital, amounts available on its lines of credit, net proceeds from public and private equity and debt issuances, and proceeds from the disposition of properties, if any.

Redevelopment

The Operating Partnership defines redevelopment activities as existing properties owned or recently acquired, which have been targeted for additional investment by the Operating Partnership with the expectation of increased financial returns through property improvement. The Operating Partnership’s redevelopment strategy strives to improve the financial and physical aspects of the Operating Partnership’s redevelopment apartment communities and to target a 10 percent return on the incremental renovation investment. Many of the Operating Partnership’s properties are older and in excellent neighborhoods, providing lower density with large floor plans that represent attractive redevelopment opportunities. During redevelopment, apartment units may not be available for rent and, as a result, may have less than stabilized operations. As of September 30, 2007, the Operating Partnership had thirteen major redevelopment communities aggregating 3,891 apartment units with estimated redevelopment costs of $133.7 million, of which approximately $82.6 million remains to be expended. These amounts exclude redevelopment projects owned by Fund II.

Alternative Capital Sources

Contractual Obligations and Commercial Commitments

The following table summarizes the maturation or due dates of our contractual obligations and other commitments at September 30, 2007, and the effect these obligations could have on our liquidity and cash flow in future periods:

				2008 and		2010 and
(In thousands)		2007		2009		2011		Thereafter		Total
Mortgage notes payable	$	-	$	141,852	$	322,548	$	768,881	$	1,233,281
Exchangeable bonds		-		-		-		225,000		225,000
Lines of credit		-		167,571		-		-		167,571
Interest on indebtedness		23,477		128,671		67,859		212,433		432,440
Development commitments		45,550		86,250		-		-		131,800
Redevelopment commitments		13,195		69,386		-		-		82,581
Essex Apartment Value Fund II, L.P.
capital commitment		-		13,383		-		-		13,383
	$	82,222	$	607,113	$	390,407	$	1,206,314	$	2,286,056

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements, in accordance with U.S. generally accepted accounting principles requires the Operating Partnership to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We define critical accounting policies as those accounting policies that require our management to exercise their most difficult, subjective and complex judgments. Our critical accounting policies relate principally to the following key areas: (i) consolidation under applicable accounting standards of various entities; (ii) assessing the carrying values of our real estate properties and investments in and advances to joint ventures and affiliates; (iii) internal cost capitalization; and (iv) qualification as a REIT. The Operating Partnership bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from those estimates made by management.

The Operating Partnership’s critical accounting policies and estimates have not changed materially from information reported in Note 2, “Summary of Critical and Significant Accounting Policies,” in the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2006.

Forward Looking Statements

Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this quarterly report on Form 10-Q which are not historical facts may be considered forward looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding the Operating Partnership's expectations, hopes, intentions, beliefs and strategies regarding the future. Forward looking statements include statements regarding the anticipated total projected costs and investment returns of acquisition, redevelopment, and development projects, the anticipated timing of the completion and stabilization of development and redevelopment projects, the size and cost of the predevelopment pipeline, beliefs as to the adequacy of future cash flows to meet anticipated cash needs, and the anticipated performance of existing properties.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors including, but not limited to, that the Operating Partnership will fail to achieve its business objectives, that the total projected costs of current development and redevelopment projects will exceed expectations, that development and redevelopment projects and acquisitions will fail to meet expectations, that future cash flows will be inadequate to meet operating requirements and/or will be insufficient to provide for dividend payments in accordance with REIT requirements, that the Operating Partnership's partners in Fund II fail to fund capital commitments as contractually required, that there may be a downturn in the markets in which the Operating Partnership's properties are located, that the terms of any refinancing may not be as favorable as the terms of existing indebtedness, as well as those risks, special considerations, and other factors discussed under the caption "Potential Factors Affecting Future Operating Results" below and those discussed in Item 1A, “Risk Factors,” of the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2006, and those other risk factors and special considerations set forth in the Operating Partnership's other filings with SEC which may cause the actual results, performance or achievements of the Operating Partnership to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements and reasons why results may differ included in this Form 10-Q are made as of the date hereof, and we assume no obligation to update any such forward-looking statement or reason why actual results may differ.

Potential Factors Affecting Future Operating Results

Many factors affect the Operating Partnership’s actual financial performance and may cause the Operating Partnership’s future results to be different from past performance or trends. These factors include those set forth under the caption “Risk Factors” in Item 1A of the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2006 and the following:

Development and Redevelopment Activities

The Operating Partnership pursues apartment communities and development and redevelopment projects from time to time. These projects generally require various government and other approvals, the receipt of which cannot be assured. The Operating Partnership's development and redevelopment activities generally entail certain risks, including the following:

· funds may be expended and management's time devoted to projects that may not be completed;

· construction costs of a project may exceed original estimates possibly making the project economically unfeasible;

· projects may be delayed due to, among other things, adverse weather conditions, entitlement and government regulation;

· occupancy rates and rents at a completed project may be less than anticipated; and

· expenses at a completed project may be higher than anticipated.

These risks may reduce the funds available for distribution to the Operating Partnership's unitholders. Further, the development and redevelopment of properties is also subject to the general risks associated with real estate investments.

Interest Rate Fluctuations

The Operating Partnership monitors changes in interest rates and believes that it is well positioned from both a liquidity and interest rate risk perspective. The immediate effect of significant and rapid interest rate increases would result in higher interest expense on the Operating Partnership's variable interest rate debt. The effect of prolonged interest rate increases could negatively impact the Operating Partnership's ability to make acquisitions and develop properties at economic returns on investment and the Operating Partnership's ability to refinance existing borrowings at acceptable rates.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Hedging Activities

The Operating Partnership’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Operating Partnership primarily uses interest rate swaps as part of its cash flow hedging strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. As of September 30, 2007, we had entered into nine forward-starting swap contracts to mitigate the risk of changes in the interest-related cash outflows on forecasted issuance of long-term debt. The forward-starting swaps are cash flow hedges of the variability in ten years of forecasted interest payments associated with the refinancing of the Operating Partnership’s long-term debt between 2008 and 2011. As of September 30, 2007, the Operating Partnership also had $366.9 million of variable rate indebtedness, of which $182.8 million is subject to interest rate cap protection. All derivative instruments are designated as cash flow hedges, and the Operating Partnership does not have any fair value hedges as of September 30, 2007.

The following table summarizes the notional amount, carrying value, and estimated fair value of our derivative instruments used to hedge interest rates as of September 30, 2007. The notional amount represents the aggregate amount of a particular security that is currently hedged at one time, but does not represent exposure to credit, interest rates or market risks. The table also includes a sensitivity analysis to demonstrate the impact on our derivative instruments from an increase or decrease in 10-year Treasury bill interest rates by 50 basis points, as of September 30, 2007.

					Carrying and
		Notional	Maturity		Estimate Fair		+ 50		- 50
(Dollars in thousands)		Amount	Date Range		Value		Basis Points		Basis Points
Cash flow hedges:
Interest rate forward-starting swaps	$	450,000	2008-2011	$	3,427	$	18,106	$	(12,384)
Interest rate caps		182,849	2008-2011		12		39		3
Total cash flow hedges	$	632,849	2008-2011	$	3,439	$	18,145	$	(12,381)

Interest Rate Sensitive Liabilities

The Operating Partnership is exposed to interest rate changes primarily as a result of its line of credit and long-term debt used to maintain liquidity and fund capital expenditures and expansion of the Operating Partnership’s real estate investment portfolio and operations. The Operating Partnership’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives the Operating Partnership borrows primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate its interest rate risk on a related financial instrument. The Operating Partnership does not enter into derivative or interest rate transactions for speculative purposes.

The Operating Partnership’s interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts and weighted average interest rates by year of expected maturity to evaluate the expected cash flows. Management believes that the carrying amounts of its LIBOR debt approximates fair value as of September 30, 2007 because interest rates, yields and other terms for these instruments are consistent with yields and other terms currently available to the Operating Partnership for similar instruments. Management has estimated that the fair value of the Operating Partnership’s $1.26 billion of fixed rate mortgage notes payable and exchangeable bonds at September 30, 2007 is approximately $1.32 billion based on the terms of existing mortgage notes payable compared to those available in the marketplace.


For the Years Ended		2008 (1)	2009	2010 (2)	2011 (3)	Thereafter			Total		Fair value

(In thousands)
Fixed rate debt	$	112,070	24,036	155,279	153,808	813,734		$	1,258,927	$	1,323,978
Average interest rate		6.8%	7.2%	8.0%	6.3%	5.2%
Variable rate debt	$	9,571	158,000	-	-	199,354	(4)	$	366,925	$	366,925
Average interest		5.4%	5.9%	-	-	4.8%

(1) $50 million covered by a forward-starting swap at a fixed rate of 4.869%, with a settlement date on or before October 1, 2008. Also, $25 million covered by a forward-starting swap at a fixed rate of 5.082%, with a settlement date on or before January 1, 2009.

(2) $150 million covered by three forward-starting swaps with fixed rates ranging from 5.099% to 5.824%, with a settlement date on or before

January 1, 2011.

(3) $125 million covered by forward-starting swaps with fixed rates ranging from 5.655% to 5.8795%, with a settlement date on or before February 1, 2011. $50 million covered by a forward-starting swap with a fixed rate of 5.535%, with a settlement date on or before July, 1 2011. $50 million covered by a forward-starting swap with a fixed rate of 5.343%., with a settlement date on or before October 1, 2011. The Operating Partnership intends to encumber certain unencumbered assets during 2011 in conjunction with the settlement of these forward-starting swaps.

(4) $182,849 subject to interest rate caps.

The table incorporates only those exposures that exist as of September 30, 2007; it does not consider those exposures or positions that could arise after that date. Thus, our ultimate realized gain or loss, with respect to interest rate fluctuations, would depend on the exposures that arise during the period, our hedging strategies at the time, and interest rates.

Item 4: Controls and Procedures

As of September 30, 2007, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to the Operating Partnership that is required to be included in our periodic filings with the Securities and Exchange Commission. There were no changes in the Operating Partnership’s internal control over financial reporting, that occurred during the quarter ended September 30, 2007, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

Part II -- Other Information

Item 1: Legal Proceedings

Recently there has been an increasing number of lawsuits against owners and managers of apartment communities alleging personal injury and property damage caused by the presence of mold in residential real estate. Some of these lawsuits have resulted in substantial monetary judgments or settlements. The Operating Partnership has been sued for mold related matters and has settled some, but not all, of such matters. Insurance carriers have reacted to mold related liability awards by excluding mold related claims from standard policies and pricing mold endorsements at prohibitively high rates. The Operating Partnership has, however, purchased pollution liability insurance, which includes some coverage for mold. The Operating Partnership has adopted programs designed to manage the existence of mold in its properties as well as guidelines for promptly addressing and resolving reports of mold to minimize any impact mold might have on residents or property. Liabilities resulting from such mold related matters are not expected to have a material adverse effect on the Operating Partnership’s financial condition, results of operations or cash flows.

The Operating Partnership carries comprehensive liability, fire, extended coverage and rental loss insurance for each of the Properties. There are, however, certain types of extraordinary losses, such as, for example, losses for terrorism or earthquake, for which the Operating Partnership does not have insurance coverage. Substantially all of the Properties are located in areas that are subject to earthquake activity.

The Operating Partnership is subject to various other lawsuits in the normal course of its business operations. Such lawsuits are not expected to have a material adverse effect on the Operating Partnership’s financial condition, results of operations or cash flows.

Item IA: Risk Factors

In evaluating all forward-looking statements, you should specifically consider various factors that may cause actual results to vary from those contained in the forward-looking statements. The Operating Partnership’s risk factors are included in Item IA of Part I of our Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC and available at www.sec.gov, and under the caption “Potential Factors Affecting Future Operating Results,” in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Part I of this Form 10-Q.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

During September 2007, the Operating Partnership acquired the Thomas Jefferson apartments in Sunnyvale, California, by acquiring ownership interests in the two limited partnerships that collectively owned the property. In connection with this acquisition, the limited partnerships were restructured to provide for limited partnership units, or DownREIT units, that are redeemable for cash or at the Operating Partnership's sole discretion, cash or shares of the common stock of the Company.

A total of 62,873 such units were issued. The issuance of such units was pursuant to the exemption from registration set forth in Section 4(2) of the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

Period		Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that may Yet be Purchased Under the Plans or Programs
September 3, 2007 to September 28, 2007		12,600		$111.74		12,600		(1)

(1) As of September 30, 2007, there was $198.6 million available under the stock repurchase plan to repurchase additional shares.

Item 6: Exhibits

Exhibits

10.1

First Amendment to Fourth Amended and Restated Revolving Credit Agreement, dated as of September 28, 2007, among Essex Portfolio, L.P., Bank of America and other lenders as specified therein.

10.2

Agreement to Restructure Partnership Between Western-Mountain View II Investors, a California Limited Partnership and Essex Portfolio, L.P., a California Limited Partnership Agreement and Essex Property Trust, Inc., a Maryland Corporation and Essex Management Corporation, a California Corporation and General Partners of the Partnership. (The related agreement to restructure the Western-San Jose IV Investors Limited Partnership, a California Limited Partnership, has basically the same terms as the exhibit and is not being filed, but will be furnished to the SEC upon request.)

12.1

Ratio of Earnings to Fixed Charges

31.1

Certification of Keith R. Guericke, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Michael T. Dance, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Keith R. Guericke, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Michael T. Dance, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

__________

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 thereunto duly authorized.

	ESSEX PORTFOLIO, L.P.
	(Registrant)


	Date: November 7, 2007

	By:	/S/ MICHAEL T. DANCE
	Michael T. Dance
	Executive Vice President, Chief Financial Officer (Authorized Officer, Principal Financial Officer)


	By: /S/ BRYAN HUNT
	Bryan Hunt
	Vice President, Chief Accounting Officer

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Essex Portfolio 10-Q2007 Q3 Quarterly report

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