FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hoff Ann
  2. Issuer Name and Ticker or Trading Symbol
EQUITY RESIDENTIAL [EQR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
TWO N. RIVERSIDE PLAZA, SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
03/19/2024
(Street)

CHICAGO, IL 60606		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares Of Beneficial Interest 03/19/2024   A   588 (1) A $ 0 588 (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Units (3) (4) 03/19/2024   A   212     (5) 03/19/2034 Common Shares Of Beneficial Interest 212 $ 0.5 212 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hoff Ann
TWO N. RIVERSIDE PLAZA
SUITE 400
CHICAGO, IL 60606		   X      

Signatures

 /s/ Samantha Thompson, Attorney-in-fact   03/21/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents restricted shares granted for prospective service from March 19, 2024 to the 2024 Annual Meeting of Shareholders which are scheduled to vest on March 19, 2025.
(2) Direct total includes restricted shares of Equity Residential scheduled to vest in the future.
(3) On March 19, 2024, the reporting person elected to receive a grant of Series 2024C restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP"), the OP of Equity Residential (the "Company"), in connection with the Company's grant of long-term compensation for prospective service from March 19, 2024 to the 2024 Annual Meeting of Shareholders.
(4) RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the OP ("OP Units") when the capital account related to the RUs reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements of the grant and certain other restrictions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option. The RUs reflected in this report also include any OP Units into which such RUs automatically convert.
(5) The RUs are scheduled to vest on March 19, 2025. In addition, the RUs (including any OP Units into which they may automatically convert) are subject to a holding restriction until March 19, 2026.

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