content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                              ----------------------
  
                                     FORM 8-K
  
  
  
      CURRENT REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE
                                    ACT OF 1934
  
  
        Date of report (Date of earliest event reported): August 13, 1996 
                                 (August 8, 1996)
  
                            ESSEX PROPERTY TRUST, INC.
                           (Exact name of Registrant as
                               Specified in Charter)
  
                                     MARYLAND
                           (State or Other Jurisdiction
                                 of Incorporation)
  
                                      1-13106
                             (Commission File Number)
  
                                    77-0369576
                         (IRS Employer Identification No.)
  
  
                               777 CALIFORNIA AVENUE
                                PALO ALTO, CA 94304
                                  (415) 494-3700
           (Address, Including Zip Code, and Telephone Number, Including
              Area Code, of Registrant's Principal Executive Offices)
  <PAGE>
   
  Item 5.  Other Events
  
       In connection with the public offering (the "Offering") by Essex Property
  Trust, Inc., a Maryland corporation (the "Company") of 2,530,000 shares of the
  common stock of the Company (the "Common Stock") (including 330,000 shares of
  Common Stock to cover underwriter over-allotments), which Offering was priced on
  August 8, 1996, and is scheduled for completion on August 14, 1996, the Company
  has entered into the following agreements: (i) a Purchase Agreement dated as of
  August 8, 1996 (the "Purchase Agreement"), among the Company, Essex Portfolio,
  L.P., a California limited partnership, and Merrill Lynch & Co., Merrill Lynch,
  Pierce, Fenner & Smith Incorporated, Donaldson, Lufkin & Jenrette Securities
  Corporation, Raymond James & Associates, Inc., and Sutro & Co. Incorporated
  (collectively, the "Lead Underwriters") as representatives of the several
  underwriters (the Lead Underwriters and such other underwriters, collectively,
  the "Underwriters") and (ii) a Pricing Agreement dated as of August 8, 1996 (the
  "Pricing Agreement"), among the Company and the Lead Underwriters, as
  representatives of the Underwriters. Pursuant to the Purchase Agreement, the
  Company has agreed to sell and the Underwriters have agreed to purchase the
  shares of Common Stock upon the terms and conditions set forth in the Purchase
  Agreement and the Pricing Agreement, which agreements are incorporated herein by
  reference. A copy of the Purchase Agreement is attached hereto as
  Exhibit 1.1.  Pursuant to the Pricing Agreement, the Company and the
  - -----------                                                         
  Underwriters agreed that the price per share for each share of Common Stock
  subject to the Offering shall be $22.75 (of which $1.25 represents the
  Underwriting Discount), upon the terms and conditions set forth in the Pricing
  Agreement, which Pricing Agreement is incorporated herein by reference.  A copy
  of the Pricing Agreement is attached hereto as Exhibit 1.2.
                                                 ----------- 
  
       The foregoing description of the transactions contemplated by the Purchase
  Agreement and the Pricing Agreement does not purport to be complete and is
  qualified in its entirety by the exhibits which are attached hereto and
  incorporated by reference.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
  
    EXHIBIT                                DESCRIPTION
    -------                                -----------
  
      1.1              Purchase Agreement dated as of August 8, 1996, among Essex
                       Property Trust, Inc., Essex Portfolio, L.P., Merrill Lynch 
                       & Co., and Merrill Lynch, Pierce, Fenner & Smith
                       Incorporated, Donaldson, Lufkin & Jenrette Securities
                       Corporation, Raymond James & Associates, Inc. and Sutro &
                       Co. Incorporated, as representatives of the several
                       underwriters.
  
      1.2              Pricing Agreement dated as of August 8, 1996, among Essex
                       Property Trust, Inc., Merrill Lynch & Co., Merrill Lynch,
                       Pierce, Fenner & Smith Incorporated, Donaldson, Lufkin &
                       Jenrette Securities Corporation, Raymond James &
                       Associates, Inc. and Sutro & Co. Incorporated, as
                       representatives of the several underwriters.
  
                                         2
  <PAGE>
   
  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.
  
  
  
                                   ESSEX PROPERTY TRUST, INC.
  
  
  
  August 13, 1996                  By: /s/ Mark J. Mikl
                                       ----------------------
                                       Mark J. Mikl
                                       Controller
  
                                         3
  <PAGE>
   
                                   EXHIBIT INDEX
   
    EXHIBIT                                DESCRIPTION
    -------                                -----------
  
      1.1              Purchase Agreement dated as of August 8, 1996, among Essex
                       Property Trust, Inc., Essex Portfolio, L.P., Merrill Lynch
                       & Co., and Merrill Lynch, Pierce, Fenner & Smith
                       Incorporated, Donaldson, Lufkin & Jenrette Securities
                       Corporation, Raymond James & Associates, Inc. and Sutro &
                       Co. Incorporated, as representatives of the several
                       underwriters.
  
      1.2              Pricing Agreement dated as of August 8, 1996, among Essex
                       Property Trust, Inc., Merrill Lynch & Co., Merrill Lynch,
                       Pierce, Fenner & Smith Incorporated, Donaldson, Lufkin &
                       Jenrette Securities Corporation, Raymond James &
                       Associates, Inc. and Sutro & Co. Incorporated, as
                       representatives of the several underwriters.
  
                                         4
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text: SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                              ----------------------
  
                                     FORM 8-K
  
      CURRENT REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE
                                    ACT OF 1934
  
        Date of report (Date of earliest event reported): August 13, 1996 
                                 (August 8, 1996)
  
                            ESSEX PROPERTY TRUST, INC.
                           (Exact name of Registrant as
                               Specified in Charter)
  
                                     MARYLAND
                           (State or Other Jurisdiction
                                 of Incorporation)
  
                                      1-13106
                             (Commission File Number)
  
                                    77-0369576
                         (IRS Employer Identification No.)
  
                               777 CALIFORNIA AVENUE
                                PALO ALTO, CA 94304
                                  (415) 494-3700
           (Address, Including Zip Code, and Telephone Number, Including
              Area Code, of Registrant's Principal Executive Offices)
  Item 5.  Other Events
  
       In connection with the public offering (the "Offering") by Essex Property
  Trust, Inc., a Maryland corporation (the "Company") of 2,530,000 shares of the
  common stock of the Company (the "Common Stock") (including 330,000 shares of
  Common Stock to cover underwriter over-allotments), which Offering was priced on
  August 8, 1996, and is scheduled for completion on August 14, 1996, the Company
  has entered into the following agreements: (i) a Purchase Agreement dated as of
  August 8, 1996 (the "Purchase Agreement"), among the Company, Essex Portfolio,
  L.P., a California limited partnership, and Merrill Lynch & Co., Merrill Lynch,
  Pierce, Fenner & Smith Incorporated, Donaldson, Lufkin & Jenrette Securities
  Corporation, Raymond James & Associates, Inc., and Sutro & Co. Incorporated
  (collectively, the "Lead Underwriters") as representatives of the several
  underwriters (the Lead Underwriters and such other underwriters, collectively,
  the "Underwriters") and (ii) a Pricing Agreement dated as of August 8, 1996 (the
  "Pricing Agreement"), among the Company and the Lead Underwriters, as
  representatives of the Underwriters. Pursuant to the Purchase Agreement, the
  Company has agreed to sell and the Underwriters have agreed to purchase the
  shares of Common Stock upon the terms and conditions set forth in the Purchase
  Agreement and the Pricing Agreement, which agreements are incorporated herein by
  reference. A copy of the Purchase Agreement is attached hereto as
  Exhibit 1.1.  Pursuant to the Pricing Agreement, the Company and the
  - -----------                                                         
  Underwriters agreed that the price per share for each share of Common Stock
  subject to the Offering shall be $22.75 (of which $1.25 represents the
  Underwriting Discount), upon the terms and conditions set forth in the Pricing
  Agreement, which Pricing Agreement is incorporated herein by reference.  A copy
  of the Pricing Agreement is attached hereto as Exhibit 1.2.
                                                 ----------- 
  
       The foregoing description of the transactions contemplated by the Purchase
  Agreement and the Pricing Agreement does not purport to be complete and is
  qualified in its entirety by the exhibits which are attached hereto and
  incorporated by reference.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
  
    EXHIBIT                                DESCRIPTION
    -------                                -----------
  
      1.1              Purchase Agreement dated as of August 8, 1996, among Essex
                       Property Trust, Inc., Essex Portfolio, L.P., Merrill Lynch 
                       & Co., and Merrill Lynch, Pierce, Fenner & Smith
                       Incorporated, Donaldson, Lufkin & Jenrette Securities
                       Corporation, Raymond James & Associates, Inc. and Sutro &
                       Co. Incorporated, as representatives of the several
                       underwriters.
  
      1.2              Pricing Agreement dated as of August 8, 1996, among Essex
                       Property Trust, Inc., Merrill Lynch & Co., Merrill Lynch,
                       Pierce, Fenner & Smith Incorporated, Donaldson, Lufkin &
                       Jenrette Securities Corporation, Raymond James &
                       Associates, Inc. and Sutro & Co. Incorporated, as
                       representatives of the several underwriters.
  
                                         2
  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.
  
                                   ESSEX PROPERTY TRUST, INC.
  
  August 13, 1996                  By: /s/ Mark J. Mikl
                                       ----------------------
                                       Mark J. Mikl
                                       Controller
  
                                         3
  EXHIBIT INDEX
   
    EXHIBIT                                DESCRIPTION
    -------                                -----------
  
      1.1              Purchase Agreement dated as of August 8, 1996, among Essex
                       Property Trust, Inc., Essex Portfolio, L.P., Merrill Lynch
                       & Co., and Merrill Lynch, Pierce, Fenner & Smith
                       Incorporated, Donaldson, Lufkin & Jenrette Securities
                       Corporation, Raymond James & Associates, Inc. and Sutro &
                       Co. Incorporated, as representatives of the several
                       underwriters.
  
      1.2              Pricing Agreement dated as of August 8, 1996, among Essex
                       Property Trust, Inc., Merrill Lynch & Co., Merrill Lynch,
                       Pierce, Fenner & Smith Incorporated, Donaldson, Lufkin &
                       Jenrette Securities Corporation, Raymond James &
                       Associates, Inc. and Sutro & Co. Incorporated, as
                       representatives of the several underwriters.
  
                                         4