content: <PAGE>
   
                                   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 of Report (Date of earliest event reported) : AUGUST 29, 1997
                                                     ---------------
  
  
  
                             ESSEX PROPERTY TRUST, INC.
                             --------------------------
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <CAPTION>
   
   
  <S>                                  <C>           <C>
  MARYLAND                              1-13106       77-0369576
  --------                              -------       ----------
   
  (State or other jurisdiction         (Commission   (I.R.S. Employer
  of incorporation or organization)    File Number)  Identification No.)
   
  </TABLE>
  
                777 CALIFORNIA AVENUE, PALO ALTO, CALIFORNIA  94304
                ---------------------------------------------------
                (Address of principal executive offices)  (Zip Code)
  
  
  
  Registrant's telephone number, including area code : (650) 494-3700
                                                       --------------
  
  
  
                                    Page 1 of 16
  <PAGE>
   
  ITEM 5. OTHER EVENTS
  --------------------
                               (Dollars in thousands)
  1997 ACQUISITIONS
  -----------------
  
  On January 3, 1997, the Company acquired Wilshire Promenade, a 128 unit
  apartment community in Fullerton, California, for a contract price of $10,250.
  Wilshire Promenade Limited Partnership, a California limited partnership was the
  arms-length unrelated third party seller of the property.
  
  On January 28, 1997, the Company acquired Tara Village, a 168 unit apartment
  community in Tarzana, California, for a contract price of $10,300.  KLST
  Partnership, a California general partnership was the arms-length unrelated
  third party seller of the property.
  
  On February 27, 1997, the Company acquired Foothill Gardens and Twin Creeks
  located in San Ramon, California, adding 176 units to the Company's portfolio.
  These properties were purchased for an aggregate contract price of $19,166.
  Dame Construction Company, Inc., a California corporation was the arms-length
  unrelated third party seller of the property.
  
  On June 3, 1997, the Company purchased Kings Road, a 194 unit apartment
  community located in Los Angeles, California, for a contract price of $12,895.
  Kings Road Apartments, L.P., a California limited partnership was the arms-
  length unrelated third party seller of the property.
  
  On June 23, 1997, the Company purchased Evergreen Heights, a 200 unit apartment
  community located in Kirkland, Washington, for a contract price of $15,800. In
  connection with this transaction the Company assumed a $9,404, 8.78% fixed
  interest rate loan. The loan matures in December, 2002.  Lincoln Evergreen
  Limited Partnership, a Washington limited partnership was the arms-length third
  party seller of the property.
  
  On June 25, 1997, the Company acquired Villa Scandia, a 118 unit apartment
  community located in Ventura, California, for a contract price of $5,160.  Tiger
  Ventura County, L.P., a Delaware limited partnership was the arms-length third
  party seller of the property.
  
  On June 26, 1997, the Company acquired Casa Del Mar, a 96 unit apartment
  community located in Pasadena, California, for a contract price of $6,075.  CEI-
  Pasadena Partners, Ltd., a California limited partnership was the arms-length
  third party seller of the property.
  
  On June 30, 1997, the Company, through an 85% interest in a newly formed limited
  partnership, acquired The Bluffs II, a 224 unit apartment community located in
  San Diego, California, for a contract price of $10,660. The property secures a
  loan from the Company of $7,672, which may be replaced by third party financing.
  The balance of the purchase price was paid by the issuance of (i) 18,473 limited
  partnership units of Essex Portfolio L.P. (valued at $544) (ii) payment of $493
  in cash by the 15% partners in the newly formed partnership and (iii) Essex's
  cash investment. Lincoln-Bluffs II Associates, L.P., a California limited
  partnership was the arms-length third party seller of the property.
  
  On July 15, 1997, the Company acquired The Village Apartments, a 122 unit
  apartment community, located in Oxnard, California, for a contract price of
  $7,720.  Pacifica Village, Ltd., a California limited partnership was the arms-
  length third party seller of the property.
  
  On August 6, 1997, the Company acquired a majority ownership interest in an
  additional 193 units located adjacent to the 371 unit Camarillo Oaks property
  which the Company has owned since 1996. The contract price of this property was
  $12,000. In connection with this transaction the Company assumed $8,915 of tax
  exempt variable rate bonds which mature in June 2018.  Jimmie H. and Judy S.
  Shinohara and Camarillo Investments, Inc. a California corporation was the arms-
  length third party seller of the property.
  
  On August 6, 1997, the Company acquired Park Place and Windsor Court Apartments,
  located in Los Angeles, California, adding 118 units to the Company's portfolio.
  These properties were purchased for an
  
                                    Page 2 of 16
  <PAGE>
   
  aggregate purchase price of $11,000.  Detroit Properties, Inc., a California
  corporation was the arms-length third party seller of the property.
  
  On August 21, 1997, the Company approved the acquisition of Huntington Breakers,
  a 342 unit apartment community located in Huntington Beach, California, for a
  contract price of $30,400. In connection with this transaction the Company will
  be assuming approximately $16,000 of tax exempt variable rate bonds which mature
  in July 2014. The anticipated acquisition date is September 30, 1997. Huntington
  Breakers Apartments Limited Partnership, a California limited partnership is the
  arms-length third party seller of the property.
  
  The acquisitions were funded with proceeds from the Company's December 1996 and
  March 1997 Common Stock and Convertible Preferred Stock offerings, assumed loans
  or bonds secured by the properties as indicated above, the Company's lines of
  credit and the proceeds from dispositions of two of the Company's retail
  centers.
  
  
  1997 DISPOSITIONS
  -----------------
  
  On April 23, 1997, the Company sold Cedar Mill Place, a retail shopping center
  located in Portland, Oregon for a gross sales price of $1,950 resulting in a
  gain of approximately $454.  Tandem Properties, LLC was the arms-length third
  party purchaser of the property.
  
  On May 15, 1997, the Company sold Wichita Towne Center, a retail shopping center
  located in Milwaukie, Oregon for a gross sales price of $1,617 resulting in a
  loss of $40.  Hsu-Chin Cheng and Kou-Ping Cheng, Co-Trustees of The Cheng Family
  Trust was the arms-length third party purchaser of the property.
  
  All of the acquisition and disposition transactions were arms-length
  transactions with unrelated third parties. In each case, the purchase price was
  based upon a number of factors, including historical and projected rental
  income, appropriate capitalization rates for similar properties, market
  comparables, prevailing market conditions in the area and extensive due
  diligence studies including review of financial operations and physical
  inspections.
  
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS  PAGE
  --------------------------------------------------------------------------  ----
  
  
  
  (A) FINANCIAL STATEMENTS - (ATTACHMENT "A")                                  5
  ------------------------------------------- 
  
  Combined Historical Summary of Gross Income and Direct Operating Expenses for
  Wilshire Promenade, Tara Village, Evergreen Heights, The Bluffs II, The Village
  Apartments, Camarillo Lots 7, 8 and 9 and Huntington Breakers for the Year Ended
  December 31, 1996.
  
  (B) PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION - UNAUDITED
  ----------------------------------------------------------------------
  (ATTACHMENT "B")                                                            11
  ----------------
  
  Pro forma condensed consolidated balance sheet for Essex Property Trust as of
  June 30, 1997 and the related pro forma condensed consolidated statements of
  operations for the six months ended June 30, 1997 and the year ended December
  31, 1996.
  
  (C) EXHIBITS
  ------------
  
  None
  
  
  
                                    Page 3 of 16
  <PAGE>
   
                                     SIGNATURE
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf of the
  undersigned, hereunto duly authorized.
  
  
                          ESSEX PROPERTY TRUST, INC.
  
  
                          By: /s/ Mark J. Mikl                           
                             ----------------------------------------------
                             Mark J. Mikl, Controller
                             (Principal Accounting Officer)
  
                          Date: August 29, 1997                        
                               --------------------------------------------
  
  
  
                                    Page 4 of 16
  <PAGE>
   
                                   ATTACHMENT "A"
  
  
  
  
  
  
                WILSHIRE PROMENADE, TARA VILLAGE, EVERGREEN HEIGHTS,
         THE BLUFFS II, THE VILLAGE APARTMENTS, CAMARILLO LOTS 7, 8, AND 9,
                         AND HUNTINGTON BREAKERS APARTMENTS
  
  
  
                  Combined Historical Summary of Gross Income and
                             Direct Operating Expenses
  
  
                                 December 31, 1996
  
                    (With Independent Auditors' Report Thereon)
  
  
  
                                    Page 5 of 16
  <PAGE>
   
                                   ATTACHMENT "A"
  
  
                WILSHIRE PROMENADE, TARA VILLAGE, EVERGREEN HEIGHTS,
         THE BLUFFS II, THE VILLAGE APARTMENTS, CAMARILLO LOTS 7, 8, AND 9,
                         AND HUNTINGTON BREAKERS APARTMENTS
  
  
  
                  Combined Historical Summary of Gross Income and
                             Direct Operating Expenses
  
  
                            Year ended December 31, 1996
  
  
  
                                      CONTENTS
  
  
  <TABLE>
  <CAPTION>
  
  
                                                                                        Page
                                                                                        ----
  
  <S>                                                                                    <C>
  Independent Auditors' Report.........................................................   A-1
  
  Combined Historical Summary of Gross Income and Direct Operating Expenses............   A-2
  
  Notes to Combined Historical Summary of Gross Income and Direct Operating Expenses...   A-3
  
  </TABLE>
  
                                    Page 6 of 16
  <PAGE>
   
                            INDEPENDENT AUDITORS' REPORT
  
  
  
  
  The Board of Directors
  Essex Property Trust, Inc.:
  
  
  We have audited the accompanying Combined Historical Summary of Gross Income and
  Direct Operating Expenses (the Summary) of Wilshire Promenade, Tara Village,
  Evergreen Heights, The Bluffs II, The Village Apartments, Camarillo Lots 7, 8,
  and 9, and Huntington Breakers Apartments (the Properties) for the year ended
  December 31, 1996. The Summary is the responsibility of management. Our
  responsibility is to express an opinion on the Summary based on our audit.
  
  We conducted our audit in accordance with generally accepted auditing standards.
  Those standards require that we plan and perform the audit to obtain reasonable
  assurance about whether the Summary is free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the Summary. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as
  evaluating the overall Summary presentation. We believe that our audit provides
  a reasonable basis for our opinion.
  
  The accompanying Summary was prepared to comply with the requirements of rule 3-
  14 of Regulation S-X of the Securities and Exchange Commission and excludes
  certain expenses, described in note 1, that would not be comparable to those
  resulting from the proposed future operations of the property.
  
  In our opinion, the Summary referred to above presents fairly, in all material
  respects, the combined gross income and direct operating expenses, exclusive of
  expenses described in note 1, of Wilshire Promenade, Tara Village, Evergreen
  Heights, The Bluffs II, The Village Apartments, Camarillo Lots 7, 8, and 9, and
  Huntington Breakers Apartments for the year ended December 31, 1996, in
  conformity with generally accepted accounting principles.
  
  
  
  San Francisco, California
  
  August 15, 1997                                 KPMG Peat Marwick LLP
  
  
                                     Page A-1
  <PAGE>
   
                WILSHIRE PROMENADE, TARA VILLAGE, EVERGREEN HEIGHTS,
         THE BLUFFS II, THE VILLAGE APARTMENTS, CAMARILLO LOTS 7, 8, AND 9,
                         AND HUNTINGTON BREAKERS APARTMENTS
  
  
  
                  Combined Historical Summary of Gross Income and
                             Direct Operating Expenses
  
  
  
                            Year ended December 31, 1996
  
  
  <TABLE>
  <CAPTION>
   
   
  Revenue:
  <S>                                                  <C>
   
      Rental income                                    $12,278,673 
      Other                                                441,916 
                                                       ----------- 
                                                                   
                                                        12,720,589 
                                                       ----------- 
                                                                   
  Operating expenses:                                              
      Salaries                                           1,060,069 
      Maintenance and repairs                            1,144,514 
      Real estate taxes                                    762,261 
      Utilities                                            778,672 
      Administrative                                       218,680 
      Advertising                                          153,264 
      Insurance                                            240,419 
      Interest                                           2,696,167 
      Other                                                172,197 
                                                       ----------- 
                                                         7,226,243 
                                                       -----------  
  
  Operating income                                      $5,494,346
                                                       ===========
  </TABLE> 
  
  
  
                                     Page A-2
  <PAGE>
   
                WILSHIRE PROMENADE, TARA VILLAGE, EVERGREEN HEIGHTS,
         THE BLUFFS II, THE VILLAGE APARTMENTS, CAMARILLO LOTS 7, 8, AND 9,
                         AND HUNTINGTON BREAKERS APARTMENTS
  
  
  
              Notes to Combined Historical Summary of Gross Income and
                             Direct Operating Expenses
  
  
                            Year ended December 31, 1996
  
  
  
  (1) PROPERTIES AND ACCOUNTING PRESENTATION
  
  
      The Combined Historical Summary of Gross Income and Direct Operating
      Expenses has been prepared in accordance with Rule 3-14 of Regulation S-X of
      the Securities and Exchange Commission and relates to the operations of
      Wilshire Promenade, a 128 unit apartment community located in Fullerton,
      California; Tara Village, a 168 unit apartment building located in Tarzana,
      California; Evergreen Heights, a 200 unit apartment community located in
      Kirkland, Washington; The Bluffs II, a 224 unit apartment community located
      in San Diego, California; The Village Apartments, a 122 unit apartment
      community located in Oxnard, California; Camarillo Lots 7, 8, and 9, three
      apartment buildings comprising 193 units, located in Camarillo, California;
      and Huntington Breakers Apartments, a 342 unit apartment building located in
      Huntington Beach, California.
  
  
      The following represents the date each property was acquired:
  
   
                                                               1997
                                                               ----
  <TABLE>
  <CAPTION>
   
  <S>                                             <C> 
          Wilshire Promenade                                January 3
          Tara Village                                      January 28
          Evergreen Heights                                    June 23
          The Bluffs II                                        June 30
          The Village Apartments                               July 15
          Camarillo Lots 7, 8, and 9                          August 6
          Huntington Breakers Apartments          approved acquisition
  </TABLE> 
  
      In accordance with Rule 3-14, direct operating expenses are presented
      exclusive of depreciation, management fees and income taxes as these
      expenses would not be comparable to the proposed future operations of the
      properties.  Interest expense is included for Evergreen Heights, Camarillo
      Lots 7, 8, and 9 and Huntington Breakers as debt instruments were assumed in
      connection with the acquisition (or probable acquisition) of these
      properties.
  
      The acquisition of the properties may result in a new valuation for purposes
      of determining future property tax assessments.
  
  
                                                                       (Continued)
                                     Page A-3
  <PAGE>
   
                WILSHIRE PROMENADE, TARA VILLAGE, EVERGREEN HEIGHTS,
         THE BLUFFS II, THE VILLAGE APARTMENTS, CAMARILLO LOTS 7, 8, AND 9,
                         AND HUNTINGTON BREAKERS APARTMENTS
  
  
  
              Notes to Combined Historical Summary of Gross Income and
                             Direct Operating Expenses
  
  
  
      Rental revenue is recognized on the accrual basis of accounting. Tenant
      leases are generally for a one year period or less.
  
  
  (2) ESTIMATED TAXABLE OPERATING RESULTS AND CASH TO BE MADE AVAILABLE BY
      OPERATIONS (UNAUDITED)
  
  
      Pro forma cash available from operations and pro forma taxable income for
      the twelve months ended June 30, 1997 are shown below. Pro forma taxable
      operating results are derived by deducting depreciation.  However, in any
      year in which Essex Property Trust, Inc. (the Company) qualifies as a real
      estate investment trust (REIT) under Sections 856 to 860 of the Internal
      Revenue Code of 1986, as amended (the Code), in general it is not subject to
      federal income tax on that portion of its income that it distributes to
      stockholders.  The Company believes it qualifies under the code as a REIT.
      Depreciation expense was estimated considering the purchase price of each
      property and the appropriate income tax depreciation method.
  
  
  <TABLE>
  <CAPTION>
   
   
  <S>                                                <C>         
         Revenues                                    $12,886,007 
                                                                 
         Operating expenses                            7,562,855 
                                                     ----------- 
         Cash available from operations                5,323,152 
         Depreciation expense                          1,821,188 
                                                     ----------- 
                                                                 
         Taxable income                              $ 3,501,964 
                                                     ===========  
  </TABLE>
  
                                     Page A-4
  <PAGE>
   
                                   ATTACHMENT "B"
  
                             ESSEX PROPERTY TRUST, INC.
         PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION - UNAUDITED
  
  
                                 TABLE OF CONTENTS
  <TABLE>
  <CAPTION>
   
                                                                                                     PAGE
                                                                                                     ----
  <S>                                                                                                <C>
   
  Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1997                                 B-1
  Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 1997    B-2
   
  Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 1996      B-3
   
  Notes to Pro Forma Condensed Consolidated Financial Information                                    B-4
   
  </TABLE>
  
  
  
                                   Page 11 of 16
  <PAGE>
   
                            ESSEX PROPERTY TRUST, INC.
                  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF  JUNE 30, 1997
                                    (Unaudited)
            (Dollars in thousands, except shares and per share amounts)
  
  <TABLE>
  <CAPTION>
                                                               PRO FORMA
                                                            ADJUSTMENTS (2)
                                                              ACQUISITION
                                            HISTORICAL         PROPERTY        PRO FORMA
                                            ----------      ---------------    ---------
  <S>                                       <C>             <C>                <C>
  ASSETS
  Real estate
    Rental properties
      Land and land improvements            $130,657            $ 15,280       $145,937
      Buildings and improvements             401,452              45,840        447,292
                                            --------            --------       --------
                                             532,109              61,120        593,229
    Less accumulated depreciation            (52,942)                  0        (52,942)
                                            --------            --------       --------
                                             479,167              61,120        540,287
    Investments                                3,022                   0          3,022
                                            --------            --------       --------
                                             482,189              61,120        543,309
                                                                               
  Cash and cash equivalents                   19,827              (7,814)        12,013
  Notes and other receivables                 18,734                   0         18,734
  Other assets                                10,605                  89         10,694
                                            --------            --------       --------
                                            $531,355            $ 53,395       $584,750
                                            ========            ========       ========
                                                                               
  LIABILITIES AND STOCKHOLDERS' EQUITY                                         
  Mortgage notes and bonds payable          $179,932            $ 24,915       $204,847
  Lines of credit                                  0              27,400         27,400
  Accounts payable and accrued liabilities    14,216                   0         14,216
  Dividends payable                            7,220                   0          7,220
  Other liabilities                            3,328                   0          3,328
                                            --------            --------       --------
    Total liabilities                        204,696              52,315        257,011
                                                                               
  Minority interest                           26,255               1,080         27,335
  
  STOCKHOLDERS' EQUITY                                                         
    8.75% convertible preferred stock,                                         
     series 1996A, $.001 par value,                                                            
     1,600,000 authorized, 800,000
     issued and outstanding                        1                   0              1
    Common stock, $.0001 par value,                                            
     668,400,000 shares authorized,                                                       
     8,805,500 shares issued and
     outstanding                                   1                   0              1                                         
    Additional paid in capital               334,483                   0        334,483
    Accumlulated deficit                     (34,081)                  0        (34,081)
                                            --------            --------       --------
                                             300,404                   0        300,404
                                            --------            --------       --------
                                            $531,355            $ 53,395       $584,750
                                            ========            ========       ========
  </TABLE>
  See accompanying notes to pro forma condensed consolidated financial information
  
                                     Page B-1
  <PAGE>
   
                                       ESSEX
                               PROPERTY TRUST, INC.
                         PRO FORMA CONDENSED CONSOLIDATED
                              STATEMENT OF OPERATIONS
                      FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                    (Unaudited)
                       (Dollars in thousands, except shares
                              and per share amounts)
  
  <TABLE>
  <CAPTION>
  
   
                                                                     PRO FORMA ADJUSTMENTS(3)
                                                             ----------------------------------------
                                                                  ACQUISITION            DISPOSITION
                                               HISTORICAL         PROPERITIES            PROPERITIES       PRO FORMA
                                          --------------------------------------------------------------------------
  <S>                                        <C>                 <C>                     <C>               <C> 
  REVENUES
    Rental                                    $    35,709         $    7,772             $    225          $ 43,256
    Interest and other income                       2,422                 69                    0             2,491
                                              -----------         ----------             --------          -------- 
                                                   38,131              7,841                  225            45,747
  EXPENSES
    Property operating expenses
      Maintenance and repairs                       3,087                789                   38             3,838
      Real estate taxes                             2,902                661                   16             3,547
      Utilities                                     2,280                603                   22             2,861
      Administrative                                2,352                550                    0             2,902
      Advertising                                     552                 78                    0               630
      Insurance                                       464                121                    2               583
      Depreciation and amortization                 6,308              1,479                    0             7,787
                                              -----------         ----------             --------          -------- 
                                                   17,945              4,281                   78            22,148
    Interest                                        6,230              2,001                    0             8,231
    Amortization of deferred financing                255                  9                    0               264
     cost
    General and administrative                      1,051                  0                    0             1,051
    Loss from hedge termination                         0                  0                    0                 0
                                              -----------         ----------             --------          -------- 
      Total expenses                               25,481              6,291                   78            31,694
                                              -----------         ----------             --------          -------- 
  Income before gain on sales of real
   estate, minority interest and
   extraordinary item                              12,650              1,550                  147            14,053
   
  Gain on sales of real estate                        414                  0                  414                 0
                                              -----------         ----------             --------          -------- 
  Income before minority interest and
    extraordinary item                             13,064              1,550                  561            14,053
   
  Minority interest                                (1,838)              (257)                 (18)           (2,077)
                                              -----------         ----------             --------          -------- 
  Income before extraordinary item                 11,226              1,293                  543            11,976
   
  Extraordinary item                                 (104)                 0                    0              (104)
                                              -----------         ----------             --------          -------- 
  Net income                                  $    11,122         $    1,293             $    543          $ 11,872
                                              ===========         ==========             ========        ==========
  PER SHARE DATA
    Net income per share from operations
      before extraordinary item               $      0.81                                                  $   0.87
    Extraordinary item - debt                         
     extinguishment                                 (0.01)                                                    (0.01)
                                              -----------                                                  -------- 
    Net income per share                      $      0.80                                                  $   0.86
                                              ===========                                                ==========
  
  Weighted average number of shares
    outstanding during the period              12,764,917                                                13,774,154
                                              ===========                                                ==========
   
  SUPPLEMENTAL INFORMATION - FUNDS FROM
   OPERATIONS
    Income before minority interest          $     12,960         $    1,550             $    561      $     13,949
    Adjustments
      Depreciation and amortization                 6,308              1,479                    0             7,787
      Adjustment for unconsolidated
        joint ventures                                448                  0                    0               448
      Non-recurring items, including gain
        on sales of real estate and loss from
        hedge termination and                        
        extraordinary item                           (310)                 0                 (414)             104
      Minority interest                              (280)                 0                    0             (280)
                                              -----------         ----------             --------         -------- 
      Funds from operations                  $     19,126         $    3,029             $    147      $    22,008
                                              ===========         ==========             ========          ========
   
                           See accompanying notes to pro forma condensed consolidated financial information
   
                                                               Page B-2
  </TABLE>
  <PAGE>
   
                                       ESSEX
                               PROPERTY TRUST, INC.
                         PRO FORMA CONDENSED CONSOLIDATED
                              STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED DECEMBER 31, 1996
                                    (Unaudited)
                       (Dollars in thousands, except shares
                              and per share amounts)
  
  <TABLE> 
  <CAPTION> 
   
                                                                     PRO FORMA ADJUSTMENTS(3)
                                                             ----------------------------------------
                                                                  ACQUISITION            DISPOSITION
                                               HISTORICAL         PROPERITIES            PROPERITIES      PRO FORMA
                                          -------------------------------------------------------------------------
  <S>                                       <C>                  <C>                    <C>             <C>
  REVENUES
    Rental                                   $     47,780           $    19,980           $      578     $   67,182
    Interest and other income                       2,913                   386                    0          3,299
                                             ------------           -----------           ----------     ----------
                                                   50,693                20,366                  578         70,481
  EXPENSES
    Property operating expenses
      Maintenance and repairs                       4,341                 1,979                   90          6,230
      Real estate taxes                             3,790                 1,733                   46          5,477
      Utilities                                     3,175                 1,502                   47          4,630
      Administrative                                2,911                 1,397                   (0)         4,308
      Advertising                                     653                   236                    0            889
      Insurance                                       635                   355                    8            982
      Depreciation and amortization                 8,855                 3,684                   91         12,448
                                             ------------           -----------           ----------     ----------
                                                   24,360                10,886                  282         34,964
    Interest                                       11,442                 4,032                    0         15,474
    Amortization of deferred financing               
     costs                                            639                    17                    0            656
    General and administrative                      1,717                     0                    0          1,717
    Loss from hedge termination                        42                     0                    0             42
                                             ------------           -----------           ----------     ----------
      Total expenses                               38,200                14,935                  282         52,853
                                             ------------           -----------           ----------     ----------
   
  Income before gain on sales of real
   estate, minority interest and 
   extraordinary item                              12,493                 5,431                  296         17,628
  Gain on sales of real estate                      2,477                     0                    0          2,477
                                             ------------           -----------           ----------     ----------
   
  Income before minority interest and
    extraordinary item                             14,970                 5,431                  296         20,105
   
  Minority interest                                (2,648)               (1,038)                 (41)        (3,645)
                                             ------------           -----------           ----------     ----------
  Income before extraordinary item                 12,322                 4,393                  255         16,460
   
  Extraordinary item                               (3,441)                    0                    0         (3,441)
                                             ------------           -----------           ----------     ----------
  Net income                                 $      8,881           $     4,393           $      255     $   13,019
                                             ============           ===========           ==========     ========== 
  PER SHARE DATA
    Net income per share from operations
      before extraordinary item              $       1.50                                                $     1.69
    Extraordinary item - debt                       
     extinguishment                                 (0.38)                                                    (0.30)
                                             ------------                                                ----------
    Net income per share                     $       1.12                                               $      1.39
                                             ============                                                ==========  
  Weighted average number of shares
    outstanding during the period               7,347,527                                                 9,366,000
                                             ============                                                ========== 
   
  SUPPLEMENTAL INFORMATION - FUNDS FROM
   OPERATIONS
    Income before minority interest          $     11,529            $    5,431          $       296     $   16,664
    Adjustments
      Depreciation and amortization                 8,855                 3,684                   91         12,448
      Adjustment for unconsolidated
        joint ventures                                508                     0                    0            508
      Non-recurring items, including gain
       on sales of real estate and loss from
       hedge termination and                        
       extraordinary item                           1,006                     0                    0          1,006
      Minority interest                              (560)                    0                    0           (560)
                                             ------------           -----------           ----------     ----------
      Funds from operations                 $      21,338   $             9,115   $              387   $     30,066
                                             ============           ===========           ==========     ========== 
  
                           See accompanying notes to pro forma condensed consolidated financial information
   
                                                               Page B-3
  </TABLE>
  <PAGE>
   
                             ESSEX PROPERTY TRUST, INC.
          NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
  
                        JUNE 30, 1997 AND DECEMBER 31, 1996
                                    (Unaudited)
            (Dollars in thousands, except shares and per share amounts)
  
  (1) - OVERVIEW
  --------------
  
  Between January 1, 1997 and August 25,1997, Essex directly acquired thirteen
  multifamily properties at an aggregate contract price of $121,026.  In addition,
  Essex currently has a multifamily property which would be considered a probable
  acquisition at a contract price of $30,400.  During this period, the Company
  disposed of two retail properties for proceeds of $3,567. Greater details
  regarding these property transactions are included in Item 5 of this form 8-K
  filing.
  
  On March 31, 1997, Essex  completed the sale of 2,000,000 shares of its Common
  Stock to Cohen & Steers at a price of $29.125 per share.  Net proceeds from the
  sale were $58,125.
  
  On June 20, 1997, Essex completed the second phase of the Tiger/Westbrook
  transaction with the sale of an additional $20,000 of its Convertible Preferred
  Stock, to Tiger/Westbrook.  Gross proceeds from the sale were $20,000.
  
  The following unaudited pro forma condensed consolidated balance sheet as of
  December 31, 1996 and pro forma condensed consolidated statements of operations
  for the six months ended June 30, 1997 and the year ended December 31, 1996, are
  presented as if the property and equity transactions stated above occurred on
  January 1, 1996.
  
  (2) - PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET ADJUSTMENTS
  ----------------------------------------------------------------
  
  The pro forma condensed consolidated balance sheet as of June 30, 1997 includes
  nine acquisitions with an aggregate cost of $90,306 in the historical column and
  pro forma adjustments for four property acquisitions and one probable
  acquisition all subsequent to June 30, 1997 with an aggregate cost of $61,120.
  Real estate investments were increased by $151,426 based on the contracted
  acquisition prices.  It is assumed that 75% of the increase in real estate
  investment will be allocated to buildings and improvements for purposes of
  depreciation.
  
  The detail of the increase in real estate investment based on properties
  acquisition since July 1, 1997 is as follows:
  <TABLE>
  <CAPTION>
   
  <S>                                           <C>
  The Village                                   $ 7,720
  Camarillo Oaks additional 193 units           $12,000
  Park Place / Windsor Court (2 properties)     $11,000
  Huntington Breakers (probable acquisition)    $30,400
  </TABLE>
  
  The Village Apartments acquisition was funded with proceeds from the 1997 equity
  transactions.
  
  The additional 193 units at Camarillo Oaks acquisition was funded with
  approximately $8,915 of assumed tax exempt variable rate bonds and the balance
  with the Company's lines of credit.
  
  The Park Place / Windsor Court acquisition was funded with the Company's lines
  of credit.
  
  The Huntington Breakers is anticipated to be funded with approximately $16,000
  of assumed tax exempt variable rate bonds and the balance with the Company's
  lines of credits.
  
  
                                      Page B-4
  
  <PAGE>
   
                             ESSEX PROPERTY TRUST, INC.
          NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
  
                        JUNE 30, 1997 AND DECEMBER 31, 1996
                                    (Unaudited)
            (Dollars in thousands, except shares and per share amounts)
  
  
  (3) - PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ADJUSTMENTS
  ----------------------------------------------------------------------------
  
  The pro forma condensed consolidated statements of operations for the six months
  ended June 30, 1997 and year ended December 31, 1996 include the following pro
  forma adjustments:
  
  For Wilshire Promenade, acquired on January 3, 1997, pro forma adjustment was
  made by annualizing the six months of actual operating income through June 30,
  1997 for inclusion in the six months ended June 30, 1997 and the twelve months
  ended December 31, 1996.
  
  For Tara Village, acquired on January 28, 1997, pro forma adjustment was made by
  annualizing the five months of actual operating income through June 30, 1997 for
  inclusion in the six months ended June 30, 1997 and the twelve months ended
  December 31, 1996.
  
  For Foothill Gardens and Twin Creeks, acquired on February 27, 1997, pro forma
  adjustment was made by annualizing the four months actual operating income
  through June 30, 1997 for inclusion in the six months ended June 30, 1997 and
  the twelve months ended December 31, 1996.
  
  For Cedar Mill and Wichita Towne Center shopping centers, the pro forma
  adjustment reflects the elimination of the actual results of operations.
  
  For Kings Road, Casa Del Mar, Evergreen Heights, Villa Scandia, The Bluffs II,
  The Village Apartments, additional 193 units at Camarillo Oaks, Park Place,
  Windsor Court and Huntington Breakers, pro forma adjustments incorporated into
  the six months ended June 30,  1997 or the twelve months ended December 31, 1996
  is based on the respective properties semi-annualized or annualized internal
  operating budgets.
  
  
  
                                      Page B-5
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 45153}]
metadata_filer: {"company-data": {"conformed-name": "ESSEX PROPERTY TRUST INC", "cik": "0000920522", "assigned-sic": "6798", "irs-number": "770369576", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13106", "film-number": "97672705"}, "business-address": {"street1": "777 CALIFORNIA AVE", "city": "PALO ALTO", "state": "CA", "zip": "94304", "phone": "4154943700"}, "mail-address": {"street1": "777 CALIFORNIA AVENUE", "city": "PALO ALTO", "state": "CA", "zip": "94304"}}
text: 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 of Report (Date of earliest event reported) : AUGUST 29, 1997
                                                     ---------------
  
                             ESSEX PROPERTY TRUST, INC.
                             --------------------------
               (Exact name of registrant as specified in its charter)
  MARYLAND                              1-13106       77-0369576
  --------                              -------       ----------
   
  (State or other jurisdiction         (Commission   (I.R.S. Employer
  of incorporation or organization)    File Number)  Identification No.)
  777 CALIFORNIA AVENUE, PALO ALTO, CALIFORNIA  94304
                ---------------------------------------------------
                (Address of principal executive offices)  (Zip Code)
  
  Registrant's telephone number, including area code : (650) 494-3700
                                                       --------------
  
                                    Page 1 of 16
  ITEM 5. OTHER EVENTS
  --------------------
                               (Dollars in thousands)
  1997 ACQUISITIONS
  -----------------
  
  On January 3, 1997, the Company acquired Wilshire Promenade, a 128 unit
  apartment community in Fullerton, California, for a contract price of $10,250.
  Wilshire Promenade Limited Partnership, a California limited partnership was the
  arms-length unrelated third party seller of the property.
  
  On January 28, 1997, the Company acquired Tara Village, a 168 unit apartment
  community in Tarzana, California, for a contract price of $10,300.  KLST
  Partnership, a California general partnership was the arms-length unrelated
  third party seller of the property.
  
  On February 27, 1997, the Company acquired Foothill Gardens and Twin Creeks
  located in San Ramon, California, adding 176 units to the Company's portfolio.
  These properties were purchased for an aggregate contract price of $19,166.
  Dame Construction Company, Inc., a California corporation was the arms-length
  unrelated third party seller of the property.
  
  On June 3, 1997, the Company purchased Kings Road, a 194 unit apartment
  community located in Los Angeles, California, for a contract price of $12,895.
  Kings Road Apartments, L.P., a California limited partnership was the arms-
  length unrelated third party seller of the property.
  
  On June 23, 1997, the Company purchased Evergreen Heights, a 200 unit apartment
  community located in Kirkland, Washington, for a contract price of $15,800. In
  connection with this transaction the Company assumed a $9,404, 8.78% fixed
  interest rate loan. The loan matures in December, 2002.  Lincoln Evergreen
  Limited Partnership, a Washington limited partnership was the arms-length third
  party seller of the property.
  
  On June 25, 1997, the Company acquired Villa Scandia, a 118 unit apartment
  community located in Ventura, California, for a contract price of $5,160.  Tiger
  Ventura County, L.P., a Delaware limited partnership was the arms-length third
  party seller of the property.
  
  On June 26, 1997, the Company acquired Casa Del Mar, a 96 unit apartment
  community located in Pasadena, California, for a contract price of $6,075.  CEI-
  Pasadena Partners, Ltd., a California limited partnership was the arms-length
  third party seller of the property.
  
  On June 30, 1997, the Company, through an 85% interest in a newly formed limited
  partnership, acquired The Bluffs II, a 224 unit apartment community located in
  San Diego, California, for a contract price of $10,660. The property secures a
  loan from the Company of $7,672, which may be replaced by third party financing.
  The balance of the purchase price was paid by the issuance of (i) 18,473 limited
  partnership units of Essex Portfolio L.P. (valued at $544) (ii) payment of $493
  in cash by the 15% partners in the newly formed partnership and (iii) Essex's
  cash investment. Lincoln-Bluffs II Associates, L.P., a California limited
  partnership was the arms-length third party seller of the property.
  
  On July 15, 1997, the Company acquired The Village Apartments, a 122 unit
  apartment community, located in Oxnard, California, for a contract price of
  $7,720.  Pacifica Village, Ltd., a California limited partnership was the arms-
  length third party seller of the property.
  
  On August 6, 1997, the Company acquired a majority ownership interest in an
  additional 193 units located adjacent to the 371 unit Camarillo Oaks property
  which the Company has owned since 1996. The contract price of this property was
  $12,000. In connection with this transaction the Company assumed $8,915 of tax
  exempt variable rate bonds which mature in June 2018.  Jimmie H. and Judy S.
  Shinohara and Camarillo Investments, Inc. a California corporation was the arms-
  length third party seller of the property.
  
  On August 6, 1997, the Company acquired Park Place and Windsor Court Apartments,
  located in Los Angeles, California, adding 118 units to the Company's portfolio.
  These properties were purchased for an
  
                                    Page 2 of 16
  aggregate purchase price of $11,000.  Detroit Properties, Inc., a California
  corporation was the arms-length third party seller of the property.
  
  On August 21, 1997, the Company approved the acquisition of Huntington Breakers,
  a 342 unit apartment community located in Huntington Beach, California, for a
  contract price of $30,400. In connection with this transaction the Company will
  be assuming approximately $16,000 of tax exempt variable rate bonds which mature
  in July 2014. The anticipated acquisition date is September 30, 1997. Huntington
  Breakers Apartments Limited Partnership, a California limited partnership is the
  arms-length third party seller of the property.
  
  The acquisitions were funded with proceeds from the Company's December 1996 and
  March 1997 Common Stock and Convertible Preferred Stock offerings, assumed loans
  or bonds secured by the properties as indicated above, the Company's lines of
  credit and the proceeds from dispositions of two of the Company's retail
  centers.
  
  1997 DISPOSITIONS
  -----------------
  
  On April 23, 1997, the Company sold Cedar Mill Place, a retail shopping center
  located in Portland, Oregon for a gross sales price of $1,950 resulting in a
  gain of approximately $454.  Tandem Properties, LLC was the arms-length third
  party purchaser of the property.
  
  On May 15, 1997, the Company sold Wichita Towne Center, a retail shopping center
  located in Milwaukie, Oregon for a gross sales price of $1,617 resulting in a
  loss of $40.  Hsu-Chin Cheng and Kou-Ping Cheng, Co-Trustees of The Cheng Family
  Trust was the arms-length third party purchaser of the property.
  
  All of the acquisition and disposition transactions were arms-length
  transactions with unrelated third parties. In each case, the purchase price was
  based upon a number of factors, including historical and projected rental
  income, appropriate capitalization rates for similar properties, market
  comparables, prevailing market conditions in the area and extensive due
  diligence studies including review of financial operations and physical
  inspections.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS  PAGE
  --------------------------------------------------------------------------  ----
  
  (A) FINANCIAL STATEMENTS - (ATTACHMENT "A")                                  5
  ------------------------------------------- 
  
  Combined Historical Summary of Gross Income and Direct Operating Expenses for
  Wilshire Promenade, Tara Village, Evergreen Heights, The Bluffs II, The Village
  Apartments, Camarillo Lots 7, 8 and 9 and Huntington Breakers for the Year Ended
  December 31, 1996.
  
  (B) PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION - UNAUDITED
  ----------------------------------------------------------------------
  (ATTACHMENT "B")                                                            11
  ----------------
  
  Pro forma condensed consolidated balance sheet for Essex Property Trust as of
  June 30, 1997 and the related pro forma condensed consolidated statements of
  operations for the six months ended June 30, 1997 and the year ended December
  31, 1996.
  
  (C) EXHIBITS
  ------------
  
  None
  
                                    Page 3 of 16
  SIGNATURE
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf of the
  undersigned, hereunto duly authorized.
  
                          ESSEX PROPERTY TRUST, INC.
  
                          By: /s/ Mark J. Mikl                           
                             ----------------------------------------------
                             Mark J. Mikl, Controller
                             (Principal Accounting Officer)
  
                          Date: August 29, 1997                        
                               --------------------------------------------
  
                                    Page 4 of 16
  ATTACHMENT "A"
  
                WILSHIRE PROMENADE, TARA VILLAGE, EVERGREEN HEIGHTS,
         THE BLUFFS II, THE VILLAGE APARTMENTS, CAMARILLO LOTS 7, 8, AND 9,
                         AND HUNTINGTON BREAKERS APARTMENTS
  
                  Combined Historical Summary of Gross Income and
                             Direct Operating Expenses
  
                                 December 31, 1996
  
                    (With Independent Auditors' Report Thereon)
  
                                    Page 5 of 16
  ATTACHMENT "A"
  
                WILSHIRE PROMENADE, TARA VILLAGE, EVERGREEN HEIGHTS,
         THE BLUFFS II, THE VILLAGE APARTMENTS, CAMARILLO LOTS 7, 8, AND 9,
                         AND HUNTINGTON BREAKERS APARTMENTS
  
                  Combined Historical Summary of Gross Income and
                             Direct Operating Expenses
  
                            Year ended December 31, 1996
  
                                      CONTENTS
  Page
                                                                                        ----
  Independent Auditors' Report.........................................................   A-1
  
  Combined Historical Summary of Gross Income and Direct Operating Expenses............   A-2
  
  Notes to Combined Historical Summary of Gross Income and Direct Operating Expenses...   A-3
  Page 6 of 16
  INDEPENDENT AUDITORS' REPORT
  
  The Board of Directors
  Essex Property Trust, Inc.:
  
  We have audited the accompanying Combined Historical Summary of Gross Income and
  Direct Operating Expenses (the Summary) of Wilshire Promenade, Tara Village,
  Evergreen Heights, The Bluffs II, The Village Apartments, Camarillo Lots 7, 8,
  and 9, and Huntington Breakers Apartments (the Properties) for the year ended
  December 31, 1996. The Summary is the responsibility of management. Our
  responsibility is to express an opinion on the Summary based on our audit.
  
  We conducted our audit in accordance with generally accepted auditing standards.
  Those standards require that we plan and perform the audit to obtain reasonable
  assurance about whether the Summary is free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the Summary. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as
  evaluating the overall Summary presentation. We believe that our audit provides
  a reasonable basis for our opinion.
  
  The accompanying Summary was prepared to comply with the requirements of rule 3-
  14 of Regulation S-X of the Securities and Exchange Commission and excludes
  certain expenses, described in note 1, that would not be comparable to those
  resulting from the proposed future operations of the property.
  
  In our opinion, the Summary referred to above presents fairly, in all material
  respects, the combined gross income and direct operating expenses, exclusive of
  expenses described in note 1, of Wilshire Promenade, Tara Village, Evergreen
  Heights, The Bluffs II, The Village Apartments, Camarillo Lots 7, 8, and 9, and
  Huntington Breakers Apartments for the year ended December 31, 1996, in
  conformity with generally accepted accounting principles.
  
  San Francisco, California
  
  August 15, 1997                                 KPMG Peat Marwick LLP
  
                                     Page A-1
  WILSHIRE PROMENADE, TARA VILLAGE, EVERGREEN HEIGHTS,
         THE BLUFFS II, THE VILLAGE APARTMENTS, CAMARILLO LOTS 7, 8, AND 9,
                         AND HUNTINGTON BREAKERS APARTMENTS
  
                  Combined Historical Summary of Gross Income and
                             Direct Operating Expenses
  
                            Year ended December 31, 1996
  Revenue:
  Rental income                                    $12,278,673 
      Other                                                441,916 
                                                       ----------- 
                                                                   
                                                        12,720,589 
                                                       ----------- 
                                                                   
  Operating expenses:                                              
      Salaries                                           1,060,069 
      Maintenance and repairs                            1,144,514 
      Real estate taxes                                    762,261 
      Utilities                                            778,672 
      Administrative                                       218,680 
      Advertising                                          153,264 
      Insurance                                            240,419 
      Interest                                           2,696,167 
      Other                                                172,197 
                                                       ----------- 
                                                         7,226,243 
                                                       -----------  
  
  Operating income                                      $5,494,346
                                                       ===========
  Page A-2
  WILSHIRE PROMENADE, TARA VILLAGE, EVERGREEN HEIGHTS,
         THE BLUFFS II, THE VILLAGE APARTMENTS, CAMARILLO LOTS 7, 8, AND 9,
                         AND HUNTINGTON BREAKERS APARTMENTS
  
              Notes to Combined Historical Summary of Gross Income and
                             Direct Operating Expenses
  
                            Year ended December 31, 1996
  
  (1) PROPERTIES AND ACCOUNTING PRESENTATION
  
      The Combined Historical Summary of Gross Income and Direct Operating
      Expenses has been prepared in accordance with Rule 3-14 of Regulation S-X of
      the Securities and Exchange Commission and relates to the operations of
      Wilshire Promenade, a 128 unit apartment community located in Fullerton,
      California; Tara Village, a 168 unit apartment building located in Tarzana,
      California; Evergreen Heights, a 200 unit apartment community located in
      Kirkland, Washington; The Bluffs II, a 224 unit apartment community located
      in San Diego, California; The Village Apartments, a 122 unit apartment
      community located in Oxnard, California; Camarillo Lots 7, 8, and 9, three
      apartment buildings comprising 193 units, located in Camarillo, California;
      and Huntington Breakers Apartments, a 342 unit apartment building located in
      Huntington Beach, California.
  
      The following represents the date each property was acquired:
  
   
                                                               1997
                                                               ----
  Wilshire Promenade                                January 3
          Tara Village                                      January 28
          Evergreen Heights                                    June 23
          The Bluffs II                                        June 30
          The Village Apartments                               July 15
          Camarillo Lots 7, 8, and 9                          August 6
          Huntington Breakers Apartments          approved acquisition
  In accordance with Rule 3-14, direct operating expenses are presented
      exclusive of depreciation, management fees and income taxes as these
      expenses would not be comparable to the proposed future operations of the
      properties.  Interest expense is included for Evergreen Heights, Camarillo
      Lots 7, 8, and 9 and Huntington Breakers as debt instruments were assumed in
      connection with the acquisition (or probable acquisition) of these
      properties.
  
      The acquisition of the properties may result in a new valuation for purposes
      of determining future property tax assessments.
  
                                                                       (Continued)
                                     Page A-3
  WILSHIRE PROMENADE, TARA VILLAGE, EVERGREEN HEIGHTS,
         THE BLUFFS II, THE VILLAGE APARTMENTS, CAMARILLO LOTS 7, 8, AND 9,
                         AND HUNTINGTON BREAKERS APARTMENTS
  
              Notes to Combined Historical Summary of Gross Income and
                             Direct Operating Expenses
  
      Rental revenue is recognized on the accrual basis of accounting. Tenant
      leases are generally for a one year period or less.
  
  (2) ESTIMATED TAXABLE OPERATING RESULTS AND CASH TO BE MADE AVAILABLE BY
      OPERATIONS (UNAUDITED)
  
      Pro forma cash available from operations and pro forma taxable income for
      the twelve months ended June 30, 1997 are shown below. Pro forma taxable
      operating results are derived by deducting depreciation.  However, in any
      year in which Essex Property Trust, Inc. (the Company) qualifies as a real
      estate investment trust (REIT) under Sections 856 to 860 of the Internal
      Revenue Code of 1986, as amended (the Code), in general it is not subject to
      federal income tax on that portion of its income that it distributes to
      stockholders.  The Company believes it qualifies under the code as a REIT.
      Depreciation expense was estimated considering the purchase price of each
      property and the appropriate income tax depreciation method.
  Revenues                                    $12,886,007 
                                                                 
         Operating expenses                            7,562,855 
                                                     ----------- 
         Cash available from operations                5,323,152 
         Depreciation expense                          1,821,188 
                                                     ----------- 
                                                                 
         Taxable income                              $ 3,501,964 
                                                     ===========
  Page A-4
  ATTACHMENT "B"
  
                             ESSEX PROPERTY TRUST, INC.
         PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION - UNAUDITED
  
                                 TABLE OF CONTENTS
  PAGE
                                                                                                     ----
  Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1997                                 B-1
  Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 1997    B-2
   
  Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 1996      B-3
   
  Notes to Pro Forma Condensed Consolidated Financial Information                                    B-4
  Page 11 of 16
  ESSEX PROPERTY TRUST, INC.
                  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF  JUNE 30, 1997
                                    (Unaudited)
            (Dollars in thousands, except shares and per share amounts)
  PRO FORMA
                                                            ADJUSTMENTS (2)
                                                              ACQUISITION
                                            HISTORICAL         PROPERTY        PRO FORMA
                                            ----------      ---------------    ---------
  ASSETS
  Real estate
    Rental properties
      Land and land improvements            $130,657            $ 15,280       $145,937
      Buildings and improvements             401,452              45,840        447,292
                                            --------            --------       --------
                                             532,109              61,120        593,229
    Less accumulated depreciation            (52,942)                  0        (52,942)
                                            --------            --------       --------
                                             479,167              61,120        540,287
    Investments                                3,022                   0          3,022
                                            --------            --------       --------
                                             482,189              61,120        543,309
                                                                               
  Cash and cash equivalents                   19,827              (7,814)        12,013
  Notes and other receivables                 18,734                   0         18,734
  Other assets                                10,605                  89         10,694
                                            --------            --------       --------
                                            $531,355            $ 53,395       $584,750
                                            ========            ========       ========
                                                                               
  LIABILITIES AND STOCKHOLDERS' EQUITY                                         
  Mortgage notes and bonds payable          $179,932            $ 24,915       $204,847
  Lines of credit                                  0              27,400         27,400
  Accounts payable and accrued liabilities    14,216                   0         14,216
  Dividends payable                            7,220                   0          7,220
  Other liabilities                            3,328                   0          3,328
                                            --------            --------       --------
    Total liabilities                        204,696              52,315        257,011
                                                                               
  Minority interest                           26,255               1,080         27,335
  
  STOCKHOLDERS' EQUITY                                                         
    8.75% convertible preferred stock,                                         
     series 1996A, $.001 par value,                                                            
     1,600,000 authorized, 800,000
     issued and outstanding                        1                   0              1
    Common stock, $.0001 par value,                                            
     668,400,000 shares authorized,                                                       
     8,805,500 shares issued and
     outstanding                                   1                   0              1                                         
    Additional paid in capital               334,483                   0        334,483
    Accumlulated deficit                     (34,081)                  0        (34,081)
                                            --------            --------       --------
                                             300,404                   0        300,404
                                            --------            --------       --------
                                            $531,355            $ 53,395       $584,750
                                            ========            ========       ========
  See accompanying notes to pro forma condensed consolidated financial information
  
                                     Page B-1
  ESSEX
                               PROPERTY TRUST, INC.
                         PRO FORMA CONDENSED CONSOLIDATED
                              STATEMENT OF OPERATIONS
                      FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                    (Unaudited)
                       (Dollars in thousands, except shares
                              and per share amounts)
  PRO FORMA ADJUSTMENTS(3)
                                                             ----------------------------------------
                                                                  ACQUISITION            DISPOSITION
                                               HISTORICAL         PROPERITIES            PROPERITIES       PRO FORMA
                                          --------------------------------------------------------------------------
  REVENUES
    Rental                                    $    35,709         $    7,772             $    225          $ 43,256
    Interest and other income                       2,422                 69                    0             2,491
                                              -----------         ----------             --------          -------- 
                                                   38,131              7,841                  225            45,747
  EXPENSES
    Property operating expenses
      Maintenance and repairs                       3,087                789                   38             3,838
      Real estate taxes                             2,902                661                   16             3,547
      Utilities                                     2,280                603                   22             2,861
      Administrative                                2,352                550                    0             2,902
      Advertising                                     552                 78                    0               630
      Insurance                                       464                121                    2               583
      Depreciation and amortization                 6,308              1,479                    0             7,787
                                              -----------         ----------             --------          -------- 
                                                   17,945              4,281                   78            22,148
    Interest                                        6,230              2,001                    0             8,231
    Amortization of deferred financing                255                  9                    0               264
     cost
    General and administrative                      1,051                  0                    0             1,051
    Loss from hedge termination                         0                  0                    0                 0
                                              -----------         ----------             --------          -------- 
      Total expenses                               25,481              6,291                   78            31,694
                                              -----------         ----------             --------          -------- 
  Income before gain on sales of real
   estate, minority interest and
   extraordinary item                              12,650              1,550                  147            14,053
   
  Gain on sales of real estate                        414                  0                  414                 0
                                              -----------         ----------             --------          -------- 
  Income before minority interest and
    extraordinary item                             13,064              1,550                  561            14,053
   
  Minority interest                                (1,838)              (257)                 (18)           (2,077)
                                              -----------         ----------             --------          -------- 
  Income before extraordinary item                 11,226              1,293                  543            11,976
   
  Extraordinary item                                 (104)                 0                    0              (104)
                                              -----------         ----------             --------          -------- 
  Net income                                  $    11,122         $    1,293             $    543          $ 11,872
                                              ===========         ==========             ========        ==========
  PER SHARE DATA
    Net income per share from operations
      before extraordinary item               $      0.81                                                  $   0.87
    Extraordinary item - debt                         
     extinguishment                                 (0.01)                                                    (0.01)
                                              -----------                                                  -------- 
    Net income per share                      $      0.80                                                  $   0.86
                                              ===========                                                ==========
  
  Weighted average number of shares
    outstanding during the period              12,764,917                                                13,774,154
                                              ===========                                                ==========
   
  SUPPLEMENTAL INFORMATION - FUNDS FROM
   OPERATIONS
    Income before minority interest          $     12,960         $    1,550             $    561      $     13,949
    Adjustments
      Depreciation and amortization                 6,308              1,479                    0             7,787
      Adjustment for unconsolidated
        joint ventures                                448                  0                    0               448
      Non-recurring items, including gain
        on sales of real estate and loss from
        hedge termination and                        
        extraordinary item                           (310)                 0                 (414)             104
      Minority interest                              (280)                 0                    0             (280)
                                              -----------         ----------             --------         -------- 
      Funds from operations                  $     19,126         $    3,029             $    147      $    22,008
                                              ===========         ==========             ========          ========
   
                           See accompanying notes to pro forma condensed consolidated financial information
   
                                                               Page B-2
  ESSEX
                               PROPERTY TRUST, INC.
                         PRO FORMA CONDENSED CONSOLIDATED
                              STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED DECEMBER 31, 1996
                                    (Unaudited)
                       (Dollars in thousands, except shares
                              and per share amounts)
  PRO FORMA ADJUSTMENTS(3)
                                                             ----------------------------------------
                                                                  ACQUISITION            DISPOSITION
                                               HISTORICAL         PROPERITIES            PROPERITIES      PRO FORMA
                                          -------------------------------------------------------------------------
  REVENUES
    Rental                                   $     47,780           $    19,980           $      578     $   67,182
    Interest and other income                       2,913                   386                    0          3,299
                                             ------------           -----------           ----------     ----------
                                                   50,693                20,366                  578         70,481
  EXPENSES
    Property operating expenses
      Maintenance and repairs                       4,341                 1,979                   90          6,230
      Real estate taxes                             3,790                 1,733                   46          5,477
      Utilities                                     3,175                 1,502                   47          4,630
      Administrative                                2,911                 1,397                   (0)         4,308
      Advertising                                     653                   236                    0            889
      Insurance                                       635                   355                    8            982
      Depreciation and amortization                 8,855                 3,684                   91         12,448
                                             ------------           -----------           ----------     ----------
                                                   24,360                10,886                  282         34,964
    Interest                                       11,442                 4,032                    0         15,474
    Amortization of deferred financing               
     costs                                            639                    17                    0            656
    General and administrative                      1,717                     0                    0          1,717
    Loss from hedge termination                        42                     0                    0             42
                                             ------------           -----------           ----------     ----------
      Total expenses                               38,200                14,935                  282         52,853
                                             ------------           -----------           ----------     ----------
   
  Income before gain on sales of real
   estate, minority interest and 
   extraordinary item                              12,493                 5,431                  296         17,628
  Gain on sales of real estate                      2,477                     0                    0          2,477
                                             ------------           -----------           ----------     ----------
   
  Income before minority interest and
    extraordinary item                             14,970                 5,431                  296         20,105
   
  Minority interest                                (2,648)               (1,038)                 (41)        (3,645)
                                             ------------           -----------           ----------     ----------
  Income before extraordinary item                 12,322                 4,393                  255         16,460
   
  Extraordinary item                               (3,441)                    0                    0         (3,441)
                                             ------------           -----------           ----------     ----------
  Net income                                 $      8,881           $     4,393           $      255     $   13,019
                                             ============           ===========           ==========     ========== 
  PER SHARE DATA
    Net income per share from operations
      before extraordinary item              $       1.50                                                $     1.69
    Extraordinary item - debt                       
     extinguishment                                 (0.38)                                                    (0.30)
                                             ------------                                                ----------
    Net income per share                     $       1.12                                               $      1.39
                                             ============                                                ==========  
  Weighted average number of shares
    outstanding during the period               7,347,527                                                 9,366,000
                                             ============                                                ========== 
   
  SUPPLEMENTAL INFORMATION - FUNDS FROM
   OPERATIONS
    Income before minority interest          $     11,529            $    5,431          $       296     $   16,664
    Adjustments
      Depreciation and amortization                 8,855                 3,684                   91         12,448
      Adjustment for unconsolidated
        joint ventures                                508                     0                    0            508
      Non-recurring items, including gain
       on sales of real estate and loss from
       hedge termination and                        
       extraordinary item                           1,006                     0                    0          1,006
      Minority interest                              (560)                    0                    0           (560)
                                             ------------           -----------           ----------     ----------
      Funds from operations                 $      21,338   $             9,115   $              387   $     30,066
                                             ============           ===========           ==========     ========== 
  
                           See accompanying notes to pro forma condensed consolidated financial information
   
                                                               Page B-3
  ESSEX PROPERTY TRUST, INC.
          NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
  
                        JUNE 30, 1997 AND DECEMBER 31, 1996
                                    (Unaudited)
            (Dollars in thousands, except shares and per share amounts)
  
  (1) - OVERVIEW
  --------------
  
  Between January 1, 1997 and August 25,1997, Essex directly acquired thirteen
  multifamily properties at an aggregate contract price of $121,026.  In addition,
  Essex currently has a multifamily property which would be considered a probable
  acquisition at a contract price of $30,400.  During this period, the Company
  disposed of two retail properties for proceeds of $3,567. Greater details
  regarding these property transactions are included in Item 5 of this form 8-K
  filing.
  
  On March 31, 1997, Essex  completed the sale of 2,000,000 shares of its Common
  Stock to Cohen & Steers at a price of $29.125 per share.  Net proceeds from the
  sale were $58,125.
  
  On June 20, 1997, Essex completed the second phase of the Tiger/Westbrook
  transaction with the sale of an additional $20,000 of its Convertible Preferred
  Stock, to Tiger/Westbrook.  Gross proceeds from the sale were $20,000.
  
  The following unaudited pro forma condensed consolidated balance sheet as of
  December 31, 1996 and pro forma condensed consolidated statements of operations
  for the six months ended June 30, 1997 and the year ended December 31, 1996, are
  presented as if the property and equity transactions stated above occurred on
  January 1, 1996.
  
  (2) - PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET ADJUSTMENTS
  ----------------------------------------------------------------
  
  The pro forma condensed consolidated balance sheet as of June 30, 1997 includes
  nine acquisitions with an aggregate cost of $90,306 in the historical column and
  pro forma adjustments for four property acquisitions and one probable
  acquisition all subsequent to June 30, 1997 with an aggregate cost of $61,120.
  Real estate investments were increased by $151,426 based on the contracted
  acquisition prices.  It is assumed that 75% of the increase in real estate
  investment will be allocated to buildings and improvements for purposes of
  depreciation.
  
  The detail of the increase in real estate investment based on properties
  acquisition since July 1, 1997 is as follows:
  The Village                                   $ 7,720
  Camarillo Oaks additional 193 units           $12,000
  Park Place / Windsor Court (2 properties)     $11,000
  Huntington Breakers (probable acquisition)    $30,400
  The Village Apartments acquisition was funded with proceeds from the 1997 equity
  transactions.
  
  The additional 193 units at Camarillo Oaks acquisition was funded with
  approximately $8,915 of assumed tax exempt variable rate bonds and the balance
  with the Company's lines of credit.
  
  The Park Place / Windsor Court acquisition was funded with the Company's lines
  of credit.
  
  The Huntington Breakers is anticipated to be funded with approximately $16,000
  of assumed tax exempt variable rate bonds and the balance with the Company's
  lines of credits.
  
                                      Page B-4
  ESSEX PROPERTY TRUST, INC.
          NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
  
                        JUNE 30, 1997 AND DECEMBER 31, 1996
                                    (Unaudited)
            (Dollars in thousands, except shares and per share amounts)
  
  (3) - PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ADJUSTMENTS
  ----------------------------------------------------------------------------
  
  The pro forma condensed consolidated statements of operations for the six months
  ended June 30, 1997 and year ended December 31, 1996 include the following pro
  forma adjustments:
  
  For Wilshire Promenade, acquired on January 3, 1997, pro forma adjustment was
  made by annualizing the six months of actual operating income through June 30,
  1997 for inclusion in the six months ended June 30, 1997 and the twelve months
  ended December 31, 1996.
  
  For Tara Village, acquired on January 28, 1997, pro forma adjustment was made by
  annualizing the five months of actual operating income through June 30, 1997 for
  inclusion in the six months ended June 30, 1997 and the twelve months ended
  December 31, 1996.
  
  For Foothill Gardens and Twin Creeks, acquired on February 27, 1997, pro forma
  adjustment was made by annualizing the four months actual operating income
  through June 30, 1997 for inclusion in the six months ended June 30, 1997 and
  the twelve months ended December 31, 1996.
  
  For Cedar Mill and Wichita Towne Center shopping centers, the pro forma
  adjustment reflects the elimination of the actual results of operations.
  
  For Kings Road, Casa Del Mar, Evergreen Heights, Villa Scandia, The Bluffs II,
  The Village Apartments, additional 193 units at Camarillo Oaks, Park Place,
  Windsor Court and Huntington Breakers, pro forma adjustments incorporated into
  the six months ended June 30,  1997 or the twelve months ended December 31, 1996
  is based on the respective properties semi-annualized or annualized internal
  operating budgets.
  
                                      Page B-5