As filed with the Securities and Exchange Commission on November 3, 1998




               		SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC 20549


                            FORM 8-K 

                          CURRENT REPORT
                PURSUANT TO SECTION 13 OR 15(D) OF
                THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 19, 1998


                     		   MERRY LAND LLC
   (Successor by merger to Merry Land & Investment Company, Inc., a Georgia
        corporation.  Exact Name of Registrant as Specified in Charter)



GEORGIA                     001-11081                       58-2419946
(State or other       (Commission File Number)  (IRS  Employer Identification
Jurisdiction of								                                        No.)
Incorporation)

            TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, ILLINOIS 60606
               (Address of Principal Executive Office)   (Zip Code)


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



                                NOT APPLICABLE
         (Former Name or Former Address, if Changed Since Last Report)







ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

     (a)  On  October  19, 1998, Merry Land & Investment Company,  Inc.,  a
Georgia corporation ("Merry  Land")  merged  into Merry Land LLC, a Georgia
limited liability company ("Merry Land LLC"), see Item 2 below.  On October
22,  1998,  Equity Residential Properties Trust,  a  Maryland  real  estate
investment trust  ("EQR"), contributed its 99% membership interest in Merry
Land  LLC  to  ERP  Operating  Limited  Partnership,  an  Illinois  limited
partnership ("ERP") in  exchange  for units of limited partnership interest
in ERP.

     (b)  none.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

     On October 19, 1998, Merry Land's   multifamily  property business was
merged into Merry Land LLC.  In the merger, Merry Land  LLC acquired all of
Merry  Land's  assets and liabilities.  On October 19, 1998,  Merry  Land's
assets included  118  apartment  properties. In the merger, shareholders of
Merry  Land  received  shares of Merry  Land  Merger  Subsidiary,  Inc.,  a
Maryland corporation ("Merger  Sub"),  on a one for one basis.  Thereafter,
Merger Sub merged with and into EQR.  By virtue of the merger transactions,
Merry Land LLC became a subsidiary of EQR.

ITEM 7.   FINANCIAL  INFORMATION,  PRO  FORMA   FINANCIAL  INFORMATION  AND
EXHIBITS.

     (A)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

          Incorporated  by  reference  to  EQR's  Proxy   Statement   dated
          September   14,   1998   relating   to  the  Special  Meeting  of
          Shareholders of EQR held on October 15,  1998,  which was part of
          EQR's registration statement on Form S-4/A (SEC File 333-61449).

     (B)  PRO FORMA FINANCIAL INFORMATION

          Incorporated   by  reference  to  EQR's  Proxy  Statement   dated
          September  14,  1998   relating   to   the   Special  Meeting  of
          Shareholders of EQR held on October 15, 1998,  which  was part of
          EQR's registration statement on Form S-4/A (SEC File 333-61449).

     (C)  EXHIBITS

          Agreement and Plan of Merger, dated July 8, 1998, by and  between
          Equity  Residential  Properties Trust and Merry Land & Investment
          Company, Inc., as amended by the First Amendment to Agreement and
          Plan of Merger dated September 4, 1998 (incorporated by reference
          to Appendix A of EQR's  Proxy  Statement dated September 14, 1998
          relating to the Special Meeting  of  Shareholders  of EQR held on
          October 15, 1998, which was part of EQR's registration  statement
          on Form S-4/A (SEC File No. 333-61449)).








                            SIGNATURES


     Pursuant  to the requirements of the Securities Exchange Act of  1934,
the registrant has  duly  caused  this report to be signed on its behalf by
the undersigned hereunto duly authorized.


MERRY LAND LLC

By:  ERP OPERATING LIMITED
     PARTNERSHIP,  its member-manager

By:  EQUITY RESIDENTIAL PROPERTIES
     TRUST, its general partner


By:  /S/ MICHAEL J. MCHUGH
     Michael J. McHugh, Executive Vice  President, Chief Accounting Officer
     and Treasurer


     Dated: November 3, 1998