Sec Form 4/A Filing - LARSON ROBERT E @ ESSEX PROPERTY TRUST INC - 2010-11-08

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LARSON ROBERT E 2. Issuer Name and Ticker or Trading Symbol ESSEX PROPERTY TRUST INC [ ESS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ESSEX PROPERTY TRUST, 925 EAST MEADOW DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2010 (Street) PALO ALTO, CA94303 4. If Amendment, Date Original Filed (MM/DD/YY) 11/10/2010 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/08/2010 M 2,500 A $ 46.99 13,477 D Common Stock 11/08/2010 M 2,500 A $ 50.88 15,977 D Common Stock 11/08/2010 M 2,500 A $ 57.57 18,477 D Common Stock 11/08/2010 M 2,500 A $ 62.34 20,977 D Common Stock 11/08/2010 M 498 ( 2 ) A $ 79.25 21,475 D Common Stock 11/08/2010 M 0 ( 2 ) A $ 107.56 21,475 D Common Stock 11/08/2010 M 2,176 ( 2 ) A $ 66.05 23,651 D Common Stock 11/08/2010 S 12,674 D $ 115.39 10,977 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Director Stock Option (right to purchase) $ 46.99 ( 1 ) 11/08/2010 M 2,500 05/15/2002 05/15/2011 Common Stock 2,500 $ 0 0 D Director Stock Option (right to purchase) $ 50.88 ( 1 ) 11/08/2010 M 2,500 05/14/2003 05/14/2012 Common Stock 2,500 $ 0 0 D Director Stock Option (right to purchase) $ 57.57 ( 1 ) 11/08/2010 M 2,500 05/13/2004 05/13/2013 Common Stock 2,500 $ 0 0 D Director Stock Option (right to purchase) $ 62.34 ( 1 ) 11/08/2010 M 2,500 05/11/2005 05/11/2014 Common Stock 2,500 $ 0 0 D Director Stock Option (right to purchase) $ 79.25 ( 1 ) 11/08/2010 M 498 ( 2 ) 05/10/2006 05/10/2015 Common Stock 498 $ 0 0 D Director Stock Option (right to purchase) $ 107.56 ( 1 ) 11/08/2010 M 0 ( 2 ) 05/09/2007 05/09/2016 Common Stock 0 $ 0 0 D Director Stock Option (right to purchase) $ 66.05 11/08/2010 M 2,176 ( 2 ) 01/30/2010 01/30/2019 Common Stock 2,176 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LARSON ROBERT E C/O ESSEX PROPERTY TRUST 925 EAST MEADOW DRIVE PALO ALTO, CA94303 X Signatures /s/ Michael T. Dance (Attorney in fact) 12/07/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amended Form 4 is being filed to add, among, other things, the exercise price of director stock options that were exercised. ( 2 )This amended Form 4 is being filed to correct that on 11/08/2010: (i) options with an exercise price of $79.25 for 498 shares (rather than 2,500 as previously reported) were exercised, and (ii) no options with an exercise price of $107.56 were exercised (it was previously reported that such options were exercised) and (iii) options with an exercise price of $66.05 for 2,176 shares were exercised (such exercise was not previously reported).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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