UNITED STATES
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~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of the ~~earliest~~Securities ~~event~~Exchange ~~reported):~~Act ~~August~~of ~~18, 2005~~1934

Date of Report (Date of earliest event reported): December 26, 2006

EQUITY OFFICE PROPERTIES TRUST

(Exact name of registrant as specified in its charter)


Maryland (State or other jurisdiction of incorporation)		1-13115 (Commission File Number)		36-4151656 (IRS Employer Identification No.)

EOP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Delaware		36-4156801
(State or other jurisdiction 1-13625 of incorporation) (Commission File Number)		(IRS Employer Identification No.)
Two North Riverside Plaza Suite 2100, Chicago, Illinois (Address of principal executive offices)		60606 (Zip Code)


Delaware (State or other jurisdiction of incorporation)		1-13625 (Commission File Number)		36-4156801 (IRS Employer Identification No.)

~~Registrant’s~~Two ~~telephone~~North ~~number~~Riverside Plaza Suite 2100, ~~including~~Chicago, ~~area~~Illinois ~~code~~(Address of principal executive offices) 60606 (~~312~~Zip Code) ~~466-3300~~

~~Not~~Registrant’s ~~applicable~~telephone number, including area code: (312) 466-3300

Not Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~x ~~8.01.~~Soliciting ~~Other~~material ~~Events~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~EOP~~o ~~Operating Limited Partnership (“EOP Partnership”) is re~~Pre-~~issuing~~commencement incommunications anpursuant ~~updated~~to ~~format its historical financial statements in connection with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long~~Rule 14d-~~Lived Assets”~~ 2(~~“SFAS 144”~~b). ~~During~~under the ~~six~~ ~~months~~Exchange ~~ended~~Act June 30, 2005, EOP Partnership sold properties and held properties for sale and in compliance with SFAS 144 has reported revenue, expenses and net gains from the sale of these properties and provisions for loss on assets held for sale as discontinued operations for each period presented (~~including~~17 ~~the~~CFR ~~comparable periods of the prior year)~~240. Under SEC requirements, the same reclassification as discontinued operations required by SFAS 144 following the sale of a property or a property designated as held for sale is required for previously issued annual financial statements for each of the three years shown in EOP Partnership’s last annual report on Form 1014d-~~K, if those financials are incorporated by reference in subsequent filings with the SEC~~2(b)) made under the Securities Act of 1933, as amended, even though those financial statements relate to periods prior to the date of the sale. This reclassification has no effect on EOP Partnership’s reported net income available to unitholders or funds from operations.

~~This~~o ~~Report on Form 8~~Pre-Kcommencement ~~updates~~communications ~~Items~~pursuant ~~6, 7 and 8 of EOP Partnership’s 2004 Form 10-K~~ to ~~reflect~~ ~~the properties sold during the six months ended June~~Rule ~~30,~~13e-4(c) ~~2005~~under ~~and~~ the ~~properties~~Exchange ~~held~~Act ~~for~~(17 ~~sale~~CFR ~~as of June 30, 2005 as discontinued operations~~240. ~~All other items of the Form 10~~13e-~~K remain~~4(c)) ~~unchanged. No attempt has been made to update matters in the Form 10-K except to the extent expressly provided above.~~

Item 9 8.01. ~~Financial~~Other ~~Statements and Exhibits~~Events.

On December 27, 2006, Equity Office Properties Trust (cthe “Company”) issued a press release announcing that it has scheduled a special meeting of shareholders on February ~~Exhibits.~~5, 2007 to vote on a proposal to approve the previously announced merger agreement (the “Merger Agreement”) providing for the Company to be acquired by an affiliate of The Blackstone Group. A copy of this press release is attached hereto as Exhibit 99.1.

~~The~~On ~~exhibits~~December 26, ~~required~~2006, bythe ~~this~~Company ~~item~~announced ~~are~~that ~~set~~its ~~forth~~subsidiary, onEOP Operating Limited Partnership, in connection with the ~~Exhibit~~Merger Agreement, has commenced a consent solicitation with respect to its 4.00% Exchangeable Senior Notes due 2026 (the “Consent Solicitation”) and cash tender offers and related consent solicitations with respect to approximately $8.4 ~~Index~~billion of its outstanding debt securities (the “Tender Offers”). Copies of the press releases relating to the Consent Solicitation and Tender Offers are attached hereto as Exhibits 99.2 and Exhibit 99.3, respectively.

2Additional Information About the Mergers and Where to Find It

~~SIGNATURES~~In connection with proposed merger transactions involving Equity Office and EOP Operating Limited Partnership and affiliates of The Blackstone Group, Equity Office filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) on December 14, 2006. Equity Office will also file a definitive proxy statement and other relevant documents with the SEC in connection with the proposed merger transactions, and will furnish the definitive proxy statement to Equity Office’s shareholders. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO SHAREHOLDERS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTIONS. Shareholders will be able to obtain the proxy statement and all other relevant documents filed by Equity Office with the SEC free of charge at the SEC’s website at www.sec.gov or from Equity Office Properties Trust, Investor Relations at Two North Riverside Plaza, Suite 2100, Chicago, Illinois, 60606, (800) 692-5304 or at www.equityoffice.com. The contents of the Equity Office website are not made part of this press release.

~~Pursuant~~Equity Office and its trustees and officers and other members of management and employees may be deemed to be participants in the ~~requirements~~solicitation of proxies in respect to the ~~Securities~~proposed ~~Exchange~~merger ~~Act~~transactions. Information ofabout ~~1934~~Equity Office and its trustees and executive officers, ~~the~~and ~~registrant~~their ~~has~~ownership ~~duly caused~~of ~~this~~Equity ~~report~~Office’s tosecurities, beis ~~signed~~set onforth ~~its~~in ~~behalf~~the byproxy statement relating to the ~~undersigned~~proposed ~~hereunto~~merger ~~duly~~transactions described ~~authorized~~above.

	EOP OPERATING LIMITED PARTNERSHIP
	By:	Equity Office Properties Trust,
		its general partner
Date: August 18, 2005	By:	/s/ Marsha C. Williams
		Marsha C. Williams
		Executive Vice President and Chief Financial Officer

Item 9.01. Financial Statements and Exhibits.

3 (d) Exhibits.

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

99.1		Press Release Announcing Date of Special Meeting of Shareholders, dated December 27, 2006

99.2		Press Release Announcing Commencement of Consent Solicitation, dated December 26, 2006

99.3		Press Release Announcing Commencement of Tender Offers and related Consent Solicitations, dated December 26, 2006

~~Attached as exhibits to this form are the documents listed below:~~SIGNATURES

Exhibit		Document
12.1		Statement regarding Computation of Ratios
23.1		Consent of Independent Registered Public Accounting Firm
99.1		Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial Statements

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 OFFICE PROPERTIES TRUST
Date: December 27, 2006	By:	/s/ Stanley M. Stevens
		Stanley M. Stevens
		Executive Vice President, Chief Legal Counsel and Secretary


	EOP OPERATING LIMITED PARTNERSHIP
	By:	EQUITY OFFICE PROPERTIES TRUST
		its general partner


Date: December 27, 2006	By:	/s/ Stanley M. Stevens
		Stanley M. Stevens
		Executive Vice President, Chief Legal Counsel and Secretary

Exhibit Index


Exhibit No.		Description of Exhibit

99.1		Press Release Announcing Date of Special Meeting of Shareholders, dated December 27, 2006

99.2		Press Release Announcing Commencement of Consent Solicitation, dated December 26, 2006

99.3		Press Release Announcing Commencement of Tender Offers and related Consent Solicitations, dated December 26, 2006

Filing Compare · EOP OPERATING LTD PARTNERSHIP