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Filed
pursuant to Rule 424(b)(5); Registration File No. 333-141726. In
connection with the securities offered from the registration statement
(File No. 333-141726) by means of this prospectus supplement, a filing
fee
of $7,869, calculated in accordance with Rules 456(b) and 457(r),
is being
paid with respect to $256,310,000 aggregate initial offering price
of
securities being registered (estimated solely for the purpose of
determining the registration fee, based on the average of the high
and low
sales prices of our Common Stock on March 28, 2007). $6,077 of the
fee has
been paid previously in connection with the filing of registration
statement no. 333-108336.
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PROSPECTUS
SUPPLEMENT
(To
Prospectus Dated March 30, 2007)
Up
to
2,000,000 Shares of Common Stock
_____________________________
We
have
entered into a sales agreement with Cantor Fitzgerald & Co. relating to
shares of common stock offered by this prospectus supplement and the
accompanying prospectus. In accordance with the terms of the sales agreement,
we
may offer and sell up to 2,000,000 of our shares of common stock from time
to
time through Cantor Fitzgerald & Co., as our agent for the offer and sale of
the shares of common stock.
Our
common stock is listed on the New York Stock Exchange under the symbol “ESS.”
The last reported sale price of our shares of common stock on the New York
Stock
Exchange on March 29, 2007 was $127.87 per share.
Sales
of
shares of common stock, if any, under this prospectus supplement and the
accompanying prospectus may be made in negotiated transactions or transactions
that are deemed to be “at the market offerings” as defined in Rule 415 under the
Securities Act of 1933, including sales made directly on the New York Stock
Exchange or sales made to or through a market maker other than on an exchange.
Cantor
Fitzgerald & Co. will be entitled to compensation of up to 2% of the gross
sales price per share for any shares of common stock sold under the sales
agreement. In connection with the sale of the shares of common stock on our
behalf, Cantor Fitzgerald & Co. may be deemed to be an “underwriter” within
the meaning of the Securities Act of 1933, and the compensation of Cantor
Fitzgerald & Co. may be deemed to be underwriting commissions or discounts.
_____________________________
Investing
in our shares of common stock involves risks. See the section entitled "Risk
Factors" beginning on page 6 of the accompanying prospectus before you
invest in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
_____________________________
Cantor
Fitzgerald & Co.
The
date
of this prospectus supplement is March 30, 2007
PLAN
OF DISTRIBUTION
Upon
written instructions from us, Cantor Fitzgerald & Co. will use its
commercially reasonable efforts consistent with its sales and trading practices,
to solicit offers to purchase the shares of common stock under the terms and
subject to the conditions set forth in the sales agreement. Cantor Fitzgerald
& Co.’s solicitation will continue until we instruct Cantor Fitzgerald &
Co. to suspend the solicitations and offers. We will instruct Cantor Fitzgerald
& Co. as to the amount of shares of common stock to be sold by Cantor
Fitzgerald & Co. We may instruct Cantor Fitzgerald & Co. not to sell
shares of common stock if the sales cannot be effected at or above the price
designated by us in any instruction. We or Cantor Fitzgerald & Co. may
suspend the offering of shares of common stock upon proper notice and subject
to
other conditions.
Cantor
Fitzgerald & Co. will provide written confirmation to us no later than the
opening of the trading day on the New York Stock Exchange following the trading
day in which shares of common stock are sold under the sales agreement. Each
confirmation will include the number of shares sold on the preceding day, the
net proceeds to us and the compensation payable by us to Cantor Fitzgerald
&
Co. in connection with the sales.
We
will
pay Cantor Fitzgerald & Co. commissions for its services in acting as agent
in the sale of shares of common stock. Cantor Fitzgerald & Co. will be
entitled to compensation of up to 2.0% of the gross sales price per share of
any
common stock sold under the sales agreement. We estimate that the total expenses
for the offering, excluding compensation payable to Cantor Fitzgerald & Co.
under the terms of the sales agreement, will be approximately $50,000.
Settlement
for sales of shares of common stock will occur on the third trading day
following the date on which any sales are made, or on some other date that
is
agreed upon by us and Cantor Fitzgerald & Co. in connection with a
particular transaction, in return for payment of the net proceeds to us. There
is no arrangement for funds to be received in an escrow, trust or similar
arrangement.
In
connection with the sale of the shares of common stock on our behalf, Cantor
Fitzgerald & Co. may, and will with respect to sales effected in an “at the
market offering”, be deemed to be an “underwriter” within the meaning of the
Securities Act of 1933, and the compensation of Cantor Fitzgerald & Co. may
be deemed to be underwriting commissions or discounts. We have agreed to provide
indemnification and contribution to Cantor Fitzgerald & Co. against certain
civil liabilities, including liabilities under the Securities Act. We have
also
agreed to reimburse Cantor Fitzgerald & Co. for other specified expenses.
The
offering of our shares of common stock pursuant to the sales agreement will
terminate upon the earlier of (1) the sale of all shares of common stock subject
to the agreement or (2) termination of the sales agreement. The sales agreement
may be terminated by either us or Cantor Fitzgerald & Co. in either of our
sole discretion at any time by giving notice to the other party.