As filed with the Securities and Exchange Commission on May 21, 1997

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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): May 16, 1997


                      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 400
                      Chicago, Illinois                        60606
           (Address of principal executive offices)          (Zip Code)


      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 May 16, 1997, which incorporates by
              reference the terms of the Registrant's Standard Underwriting
              Provisions, dated May 16, 1997, 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 each of
              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.
 
   8          Opinion of Hogan & Hartson L.L.P., which is being filed pursuant
              to Regulation 601(b)(8) 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:  May 21, 1997           By:     /s/  Bruce C. Strohm
                                     -----------------------------------------
                                     Bruce C. Strohm, Secretary, Executive
                                     Vice President and General Counsel