As filed with the Securities and Exchange Commission on December 11, 1996


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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                   FORM 8-K

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


      Date of report (Date of earliest event reported):  DECEMBER 5, 1996



                      EQUITY RESIDENTIAL PROPERTIES TRUST
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


            MARYLAND                    1-12252                  36-3877868
  (STATE OR OTHER JURISDICTION        (COMMISSION             (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)     FILE NUMBER)           IDENTIFICATION NO.)


       TWO NORTH RIVERSIDE PLAZA, SUITE 450                           60606
                CHICAGO, ILLINOIS                                  (ZIP CODE)
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)



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


                                NOT APPLICABLE
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


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ITEM 7.   Financial Statements, Pro forma Financial Information and Exhibits



    Exhibit
    Number     Exhibit
    -------    -------
 
      1       Terms Agreement dated December 5, 1996, which incorporates the 
              terms and provisions of Equity Residential Properties Trust (a
              Maryland real estate investment trust) -- Common Shares of
              Beneficial Interest, Preferred Shares of Beneficial Interest
              and Depositary Shares -- Standard Underwriting Provisions, dated 
              December 2, 1996, each of which is being filed pursuant to   
              Regulation S-K, Item 601(b)(1) as an exhibit to the              
              Registrant's registration statement on Form S-3, file no. 
              333-12211, under the Securities Act of 1933, as amended, and 
              which, as this Form 8-K filing is incorporated by reference in 
              such registration statement, is set forth in full in such
              registration statement.
 
      5       Opinion of Rosenberg & Liebentritt, P.C., which is being filed
              pursuant to Regulation 601(b)(5) as an exhibit to the Registrant's
              registration statement on Form S-3, file no. 333-12211, under the
              Securities Act of 1933, as amended, and which, as this Form 8-K
              filing is incorporated by reference in such registration
              statement, is set forth in full in such registration statement.


                                  SIGNATURES

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


                                       EQUITY RESIDENTIAL PROPERTIES TRUST


Date:  December 11, 1996               By:  /s/  Bruce C. Strohm
                                           -----------------------------------
                                           Bruce C. Strohm, Secretary, Executive
                                           Vice President and General Counsel


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