UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES ~~20549~~SECURITIES AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~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~~January 262, ~~2006~~ 2007

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.)


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

EOP OPERATING LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

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


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

Two North Riverside Plaza
Suite 2100, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

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

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

~~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) þ 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))

xTABLE ~~Soliciting~~OF ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~ CONTENTS

oItem ~~Pre-commencement~~8.01. ~~communications~~Other ~~pursuant~~Events toItem ~~Rule 14d-2(b)~~9.01. ~~under~~Financial ~~the~~Statements ~~Exchange~~and ~~Act~~Exhibits ~~(17~~SIGNATURES ~~CFR~~Exhibit ~~240.14d-2(b))~~ Index Press Release

oTable Pre-commencementof communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Contents

Item 8.01. Other Events.

On ~~December~~January 272, ~~2006~~2007, Equity Office Properties Trust (~~the~~ “~~Company~~Equity Office”) issued a press release announcing that itits subsidiary, EOP Operating Limited Partnership, has ~~scheduled~~amended aits previously ~~special~~announced ~~meeting~~tender ofoffers ~~shareholders~~and onconsent ~~February~~solicitations to (i) 5,provide ~~2007~~that tothe “total ~~vote~~consideration” onas adefined ~~proposal~~in the EOP Operating Limited Partnership Offer to ~~approve~~Purchase ~~the~~and ~~previously~~Consent Solicitation ~~announced~~dated ~~merger~~December 26, ~~agreement~~2006, as amended (the “~~Merger Agreement~~Offer to Purchase”), ~~providing~~ for each series of its outstanding unsecured debt securities (the ~~Company~~“Notes”) is now subject to bea ~~acquired~~minimum byprice anof ~~affiliate~~$1,000 per $1,000 principal amount of ~~The~~Notes ~~Blackstone~~and ~~Group~~(ii) make certain further corrections to the consent solicitations. A copy of this press release is attached hereto as Exhibit 99.1.

OnAdditional ~~December 26,~~Information ~~2006,~~About the ~~Company~~Mergers announced that its subsidiary, EOP Operating Limited Partnership, in connection with the Merger Agreement, has commenced a consent solicitation with respect to its 4.00% Exchangeable Senior Notes due 2026 (the “Consent Solicitation”) and ~~cash~~ ~~tender~~Where ~~offers and related consent solicitations with respect~~ to ~~approximately~~Find ~~$8.4 billion of~~It 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.

~~Additional~~In ~~Information~~connection ~~About~~with proposed merger transactions involving Equity Office and EOP Operating Limited Partnership and affiliates of The Blackstone Group, Equity Office filed a definitive proxy statement with the ~~Mergers~~Securities and ~~Where~~Exchange Commission (the “SEC”) on December 29, 2006 and is furnishing the definitive proxy statement to ~~Find~~Equity ItOffice’s shareholders. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTIONS. Shareholders can 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.

~~In connection with proposed merger transactions involving~~ Equity Office and ~~EOP~~its ~~Operating~~trustees ~~Limited Partnership~~ and ~~affiliates~~officers ofand ~~The~~other ~~Blackstone~~members ~~Group,~~of ~~Equity~~management ~~Office~~and ~~filed~~employees amay ~~preliminary proxy~~be ~~statement~~deemed ~~with~~to ~~the~~be ~~Securities~~participants ~~and~~in ~~Exchange Commission (~~the ~~“SEC”)~~solicitation onof ~~December 14,~~proxies ~~2006. Equity Office will also file a definitive proxy statement and other relevant documents with the SEC~~ in ~~connection~~respect ~~with~~to the proposed ~~merger~~ transactions,. Information ~~and~~about ~~will furnish~~ the ~~definitive proxy statement to~~ Equity Office’s ~~shareholders.~~and ~~SHAREHOLDERS~~its ~~ARE~~trustees ~~URGED~~and TOexecutive ~~READ~~officers, 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~~their ~~other~~ownership ~~relevant documents filed by Equity Office with the SEC free~~ of ~~charge at~~ ~~the~~Equity ~~SEC~~Office’s ~~website at www.sec.gov or from Equity Office Properties Trust~~securities, ~~Investor~~is ~~Relations~~set atforth ~~Two North~~in ~~Riverside~~the ~~Plaza,~~proxy ~~Suite 2100,~~statement ~~Chicago,~~relating ~~Illinois,~~to ~~60606, (800) 692-5304 or at www.equityoffice.com. The contents of~~ the ~~Equity~~proposed ~~Office website are not made part of this press~~mergers ~~release~~described above.

~~Equity Office and its trustees and officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect to the proposed merger transactions~~Item 9. ~~Information~~01. ~~about~~Financial ~~Equity~~Statements ~~Office~~ and ~~its trustees and executive officers, and their ownership of Equity Office’s securities, is set forth in the proxy statement relating to the proposed merger transactions described above~~Exhibits.

~~Item 9.01. Financial Statements and~~ (d) Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

99.1		Press Release Announcing Amendment of Tender Offers and Consent Solicitations, dated January 2, 2007

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

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 OFFICE PROPERTIES TRUST
Date: December 27, 2006	By:	/s/ Stanley M. Stevens
Date: January 3, 2007	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~~ EOP OPERATING LIMITED PARTNERSHIP By: EQUITY OFFICE PROPERTIES TRUST its general partner

Exhibit No.		Description of Exhibit
Date: January 3, 2007	By:	/s/ Stanley M. Stevens
99.1		Press Release Announcing Date of Special Meeting of Shareholders, dated December 27, 2006
		Stanley M. Stevens
99.2		Press Release Announcing Commencement of Consent Solicitation, dated December 26, 2006
		Executive Vice President, Chief Legal Counsel and Secretary
99.3		Press Release Announcing Commencement of Tender Offers and related Consent Solicitations, dated December 26, 2006

Exhibit Index


Exhibit No.		Description of Exhibit
99.1		Press Release Announcing Amendment of Tender Offers and Consent Solicitations, dated January 2, 2007

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

oTable Pre-commencementof communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Contents

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