UNITED STATES

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): December ~~November 20~~8, 2008 (~~November~~December 172, 2008)

ESSEX PORTFOLIO, L.P.

(Exact Name of Registrant as Specified in its Charter)

333-44467-01

(Commission File Number)

California	77-0369575
Maryland		77-0369575
(State or Other Jurisdiction of Incorporation)	~~(I.R.S. Employer Identification No.)~~	(I.R.S. Employer Identification No.)

925 East Meadow Drive, Palo Alto, California 94303

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

(650) 494-3700

(Registrant’s ~~telephone~~ ~~number~~Telephone Number, ~~including~~Including ~~area~~Area ~~code~~Code)

Not Applicable

(Former ~~name~~ Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report.~~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:

£¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry ~~Into~~into a Material Definitive Agreement.

On ~~November~~ 17December 2, 2008, the Board of Directors of Essex Property Trust, Inc. (the “Company”) ~~through~~approved ~~Essex Portfolio, L.P. (~~the ~~"Operating~~adoption ~~Partnership")~~of ~~entered into~~ a new ~~five-year secured~~deferred ~~line~~compensation ofplan ~~credit facility with Freddie Mac that replaced~~ the ~~existing secured~~Essex ~~line~~Portfolio, ~~of credit facility that will mature in January 2009~~L. ~~The new~~P. ~~secured~~2005 ~~facility~~Deferred ~~will~~Compensation ~~expand~~Plan (the ~~existing~~“2005 ~~facility~~Deferred ~~from~~Compensation ~~$100~~Plan”) ~~million to $150 million,~~ and the ~~new~~amendment ~~facility~~and ~~will~~restatement beof ~~expandable~~the toEssex ~~$250~~Property ~~million~~Trust, atInc. ~~anytime~~Executive ~~during~~Severance Plan (the ~~first~~“Severance ~~two years~~Plan”). ~~The~~Such ~~obligations~~plans ofwere ~~the~~adopted ~~Company~~or ~~under~~amended ~~the new~~and ~~facility~~restated, ~~are~~as ~~secured~~applicable, byin ~~cross-collateralized~~order ~~first~~for ~~priority~~such ~~mortgages~~plans onto ~~8 of~~comply ~~the~~with, ~~Company's~~or ~~multifamily~~be ~~properties.~~exempt ~~The~~from, ~~proceeds~~Section ~~will~~409A be(“Section ~~used~~409A”) toof ~~fund~~ the ~~development~~ ~~pipeline~~Internal ~~and~~Revenue ~~for future investments~~Code.

~~The interest~~2005 ~~rate~~Deferred onCompensation a 30-day borrowing under the facility is a margin of between 99 and 150 basis points over the corresponding Freddie Reference Rate. This margin depends on the corresponding loan to value and debt service coverage of the underlying assets securing the facility. The Company plans to maintain a level of secured assets underlying the facility to utilize the lowest margin but there can be no assurance that will occur.Plan

~~The margin~~Apart ~~also~~from ~~increases~~changes torequired ~~the~~by ~~extent~~Section of409A, ~~borrowings~~the ofmaterial ~~greater~~terms ~~than 30 days. For borrowings~~ of 90the ~~days,~~new ~~the~~2005 ~~margin~~Deferred isCompensation ~~increased~~Plan byare 5substantially ~~basis points~~similar ~~over~~to the 30Company’s ~~day~~prior ~~rate. For~~deferred ~~borrowings~~compensation ofplan ~~180~~(which ~~days,~~plan ~~the~~was ~~margin is~~frozen ~~increased~~effective byas 15of ~~basis~~December ~~points~~31, ~~over~~2004). The ~~the~~2005 30Deferred ~~day~~Compensation ~~rate~~Plan ~~and~~applies ~~for~~solely ~~borrowings~~to ofcompensation ~~360 days~~that ~~the margin~~ is ~~increased~~deferred byafter December 3031, ~~basis points over the 30 day rate~~2004.

~~The interest~~Under ~~rate~~the ~~pricing~~2005 ~~for~~Deferred Compensation Plan, certain select management and highly compensated employees of the ~~expansion~~Company who are designated as eligible to participate may elect to defer up to 100% of base salary and up to 100% of the ~~commitment~~cash bonus for any year. The initial election to ~~$250~~defer ~~million~~must ~~will~~ be made in ~~place~~the year before the compensation is earned. The Company does not currently make matching contributions, although the 2005 Deferred Compensation Plan permits the Company to make discretionary contributions. The participant (or beneficiary in the ~~extent~~case of death) shall become entitled to payment of his or her account upon the ~~line~~earlier of a (i) separation from service from the Company, (ii) change in control of the Company, as defined in the 2005 Deferred Compensation Plan, or (iii) specified date. Payments are generally made as a lump sum subject to a participant’s ability to elect a payout of amounts exceeding $150,000 over a period of 5, 10 or 15 annual installments. A participant may subsequently change the form or timing of payment, within certain limitations, provided the change is ~~expanded~~not ~~during~~given effect for at least 12 months, is elected at least 12 months before the ~~first~~previously ~~two~~scheduled date for commencement of payment and payment is delayed for at least five years after the originally elected distribution date. No change to the form or timing of payment is permitted if it would have the effect of accelerating payment. Under certain circumstances a distribution may also be made based on an unforeseeable emergency. If required to comply with Section 409A, any payments made to a “key employee”, as defined under the 2005 Deferred Compensation Plan, will be delayed for a minimum of six months. Participants also must allocate their deferred compensation account ~~term~~balances among hypothetical investment options directed by the participant for the purpose of determining the rate of return on their account (although the Company does not guarantee a rate of return). A participant may change this allocation at any time in accordance with plan procedures.

~~After~~Participants ~~the third~~in ~~year, Freddie Mac may adjust~~ the ~~interest~~2005 ~~rate~~Deferred ~~pricing~~Compensation onPlan ~~this facility. If~~are ~~the~~unsecured ~~pricing~~creditors ~~increases,~~of ~~and~~ the Company ~~does~~and ~~not~~will ~~accept the~~be ~~increased~~paid ~~pricing,~~from the ~~Company~~general ~~may~~assets ~~terminate~~of the ~~facility at no cost~~Company.

~~Item 2.03.~~Severance ~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.~~Plan

~~The information~~Changes ~~set~~to ~~forth~~the inSeverance ~~item~~Plan ~~1.01~~include isadding ~~incorporated~~a ~~herein~~six bymonth delay following a separation of service for certain payments of nonqualified deferred compensation to “key employees”, revising the termination for “good reason” provision to include a notice and cure period and clarifying that legal fee and gross-up payments must ~~reference~~be made within the timing parameters of Section 409A.

~~SIGNATURES~~The foregoing summary of the new 2005 Deferred Compensation Plan and the amendments to the Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amended and restated plans attached hereto as Exhibits 10.1 and 10.2, which are incorporated herein by reference.

~~Pursuant to~~Item ~~the~~9.01 Financial ~~requirements~~Statements ofand ~~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.~~Exhibits

Essex Portfolio, L.P.

Exhibit No.		Description

10.1		Essex Portfolio, L.P. 2005 Deferred Compensation Plan (as amended and restated)

10.2		Essex Property Trust, Inc. Executive Severance Plan (as amended and restated)

~~By: Essex Property Trust, Inc., as General Partner~~SIGNATURE

~~/s/~~Pursuant ~~Michael~~to Tthe 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. ~~Dance~~

Name: Michael T. Dance

Dated: December 8, 2008	ESSEX PORTFOLIO, L.P.

	By:	Essex Property Trust, Inc. as General Partner

		/s/ Michael T. Dance
		Michael T. Dance
		Senior Executive Vice President & Chief Financial Officer

Title: Executive Vice President & Chief Financial Officer

Date: November 20, 2008

Filing Compare · ESSEX PORTFOLIO LP