 | Equity Residential Two N. Riverside Plaza Suite 400 Chicago, IL 60606
312/928-1172 312/474-1300 bstrohm@eqrworld.com EquityApartments.com |
December 9, 2009
VIA EDGAR AND TELECOPIER
Securities and Exchange Commission
Division of Corporation Finance
Office of Merger and Acquisitions
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: | Peggy Kim, Esq. Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance | |||
| Re: | ERP Operating Limited Partnership Schedule TO-I filed December 2, 2009 SEC File No. 5-50249 | |||
Dear Ms. Kim:
In connection to the Securities and Exchange Commission (the “Commission”) comments regarding the ERP Operating Limited Partnership (“ERP”) Schedule TO-I filed December 2, 2009 (the “filings”) we hereby acknowledge that:
| • | ERP is responsible for the adequacy and accuracy of the disclosure in the filings; |
| • | Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and |
| • | ERP may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, |
/s/ Bruce C. Strohm |
| Bruce C. Strohm |
| Executive Vice President and Counsel |
| cc: | Edward D. Ricchiuto, Esq. |
Sidley AustinLLP
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