OPINION OF RUDNICK & WOLFE

EXHIBIT 8.2

[LETTERHEAD OF RUDNICK & WOLFE]



October 31, 1997
(312) 368-4000


Evans Withycombe Residential, Inc.
6991 East Camelback Road, Suite A200
Scottsdale, AZ 85251

Re: Tax Opinion - REIT Status/Partnership Classification
----------------------------------------------------

Ladies and Gentlemen:

In connection with (A) the Joint Proxy Statement and Prospectus, included
in the Registration Statement on Form S-4 (File No. 333-35873) (the "Merger
Registration Statement"), relating to the proposed merger (the "Merger") of
Evans Withycombe Residential, Inc., a Maryland corporation ("EWR"), with and
into Equity Residential Properties Trust, a Maryland real estate investment
trust ("EQR"), and (B) the Consent Solicitation/Prospectus/Information
Statement, contained in the Registration Statement on Form S-4 (File No. 333-
36053) (the "Partnership Registration Statement"), relating to (1) the proposed
contribution of the assets, subject to liabilities, of Evans Withycombe
Residential, L.P., a Delaware limited partnership ("EWRLP") to ERP Operating
Limited Partnership, an Illinois limited partnership ("ERP Operating
Partnership") and (2) the offer by ERP Operating Partnership to holders of units
in EWRLP to exchange such units for units of partnership interest in ERP
Operating Partnership, (the Merger Registration Statement and the Partnership
Registration Statement are referred to herein collectively as the "Registration
Statements"), you have requested our opinion, as special counsel to EQR,
concerning: (i) the qualification and taxation of EQR as a real estate
investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"), for the taxable years ended December 31, 1993 through December 31,
1996; (ii) the qualification and taxation of EQR as a REIT under the Code for
all taxable years ending after the Effective Time; and (iii) the classification
of ERP Operating Partnership as a partnership for federal income tax purposes;
and (iv) the classification of EWRLP as a partnership for federal income tax
purposes from and after the Effective Time. Unless otherwise specifically
defined herein, all capitalized terms have the meaning assigned to them in the
Registration Statements.

In connection with rendering the opinions expressed below, we have examined
originals (or copies identified to our satisfaction as true copies of the
originals) of the following documents (collectively, the "Reviewed Documents"):


Rudnick & Wolfe

Evans Withycombe Residential, Inc.
October 31, 1997
Page 2


(a) The Fourth Amended and Restated Limited Partnership Agreement of ERP
Operating Partnership, dated as of September 30, 1995, as amended (the
"ERP Operating Partnership Agreement");

(b) The Registration Statements;

(c) The Amended and Restated Agreement of Limited Partnership of EWRLP,
dated as of August 17, 1994, as amended (the "EWRLP Partnership
Agreement"); and

(d) Such other documents as may have been presented to us by EQR from time
to time.


In addition, we have relied upon (i) EQR's certificate, dated October 31,
1997 (the "EQR Officer's Certificate"), executed by a duly appointed officer of
EQR, which is attached hereto as Exhibit A, setting forth certain
representations relating to the organization and operation of EQR and ERP
Operating Partnership before the Merger and EQR, ERP Operating Partnership, and
EWRLP subsequent to the Merger, and (ii) EWR's certificates, dated October 31,
1997 (the "EWR Officer's Certificate"), executed by a duly appointed officer of
EWR, which are attached hereto as Exhibit B, setting forth certain
representations relating to the organization and operation of EWR and EWRLP
before the Merger (collectively, the EQR Officer's Certificate and the EWR
Officer's Certificate are referred to herein as the "Officer's Certificates").
For the purposes of our opinion, we have not made an independent investigation
of the facts set forth in the documents we reviewed. We consequently have
assumed that the information presented in such documents or otherwise furnished
to us accurately and completely describes all material facts relevant to our
opinion. In the course of our representation of EQR, no information has come to
our attention that would cause us to question the accuracy or completeness of
the representations contained in the Officer's Certificates or of the Reviewed
Documents in a material way.

In our review, we have assumed, with your consent, that all of the
representations and statements set forth in the documents we reviewed are true
and correct, and all of the obligations imposed by any such documents on the
parties thereto have been and will be performed or satisfied in accordance with
their terms. We have also assumed the genuineness of all signatures, the proper
execution of all documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of documents submitted to us as copies,
and the authenticity of the originals from which any copies were made.


Rudnick & Wolfe

Evans Withycombe Residential, Inc.
October 31, 1997
Page 3



In rendering these opinions, we have assumed that the transactions
contemplated by the Reviewed Documents will be consummated in accordance with
the terms and provisions of such documents, and that such documents accurately
reflect the material facts of such transactions. In addition, the opinions are
based on the correctness of the following specific assumptions: (i) prior to
the Merger, EQR, ERP Operating Partnership, EWR, and EWRLP each have been
operated in the manner described in the partnership agreements of ERP Operating
Partnership and EWRLP, respectively (hereinafter, the "Partnership Agreements")
or other organizational documents of each such entity, in the Joint Proxy
Statement/Prospectus and the Consent Solicitation/Prospectus/Information
Statement, and all terms and provisions of such agreements and documents have
been complied with by all parties thereto; (ii) following the Merger, EQR, the
ERP Operating Partnership, and EWRLP will each be operated in the manner
described in the Partnership Agreement or other organizational documents of each
such entity, in the Joint Proxy Statement/Prospectus and the Consent
Solicitation/Prospectus/Information Statement, and all terms and provisions of
such agreements and documents will be complied with by all parties thereto;
(iii) EQR is a duly formed real estate investment trust under the laws of the
State of Maryland; and (iv) there has been no change in the applicable laws of
the State of Maryland, or in the Code, the regulations promulgated thereunder by
the Treasury Department, and the interpretations of the Code and such
regulations by the courts and the Internal Revenue Service, all as they are in
effect and exist at the date of this letter. With respect to the last
assumption, it should be noted that statutes, regulations, judicial decisions,
and administrative interpretations are subject to change at any time and, in
some circumstances, with retroactive effect. A material change that is made
after the date hereof in any of the foregoing bases for our opinions could
affect our conclusions. Moreover, the qualification and taxation of EQR as a
REIT depends upon its ability to meet, through actual annual operating results,
distribution levels and diversity of share ownership and the various
qualification tests imposed under the Code, the results of which will not be
reviewed by the undersigned. Accordingly, no assurance can be given that the
actual results of the operations of EQR for any one taxable year will satisfy
such requirements.

Based upon and subject to the foregoing, it is our opinion that:

(i) EQR was organized and has operated in conformity with the requirements
for qualification as a REIT under the Code for its taxable years ended
December 31, 1993 through December 31, 1996; and

(ii) Assuming the Merger and all other events occur as contemplated in the
Agreements and the Registration Statements: (a) EQR's proposed method
of operation, as described in the Joint Proxy Statement/Prospectus and
the Consent Solicitation/Prospectus/Information Statement, and as
represented in the Officer's

Rudnick & Wolfe

Evans Withycombe Residential, Inc.
October 31, 1997
Page 4



Certificates, will enable it to satisfy the requirements for
qualification and taxation as a REIT under the Code for its taxable
years ending after the Effective Time; (b) the ERP Operating
Partnership will be classified as a partnership, and not as an
association taxable as a corporation, for federal income tax purposes
under Code Section 7701 and the Treasury Regulations promulgated
thereunder; and (c) from and after the Effective Date, EWRLP will be
classified as a partnership, and not as an association taxable as a
corporation, for federal income tax purposes under Code Section 7701
and the Treasury Regulations promulgated thereunder.

Other than as expressly stated above, we express no opinion on any issue
relating to EQR, the ERP Operating Partnership and EWRLP, or to any investment
therein.

For a discussion relating the law to the facts and the legal analysis
underlying the opinion set forth in this letter, we incorporate by reference the
discussion of federal income tax issues, which we assisted in preparing, in the
respective sections of the Joint Proxy Statement/Prospectus and the Consent
Solicitation/Prospectus/Information Statement under the heading "Federal Income
Tax Considerations." We assume no obligation to advise you of any changes in
the foregoing subsequent to the date of this opinion letter, and we are not
undertaking to update the opinion letter from time to time.

This opinion letter has been prepared solely for your use in connection
with Section 6.3 of the Merger Agreement.

Very truly yours,

RUDNICK & WOLFE

/s/ Rudnick & Wolfe

Rudnick & Wolfe

EXHIBIT A
---------

Equity Residential Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606

October 31, 1997


Rudnick & Wolfe
203 North LaSalle Street
Suite 1800
Chicago, Illinois 60601

Re: Tax Opinion for Status as a Real Estate Investment Trust/Partnership
Classification - Officer Certificate
--------------------------------------------------------------------

Ladies and Gentlemen:

In connection with (A) the Joint Proxy Statement and Prospectus, included
in the Registration Statement on Form S-4 (File No. 333-35873) (the "Merger
Registration Statement"), relating to the proposed merger (the "Merger") of
Evans Withycombe Residential, Inc., a Maryland corporation ("EWR"), with and
into Equity Residential Properties Trust, a Maryland real estate investment
trust ("EQR"), and (B) the Consent Solicitation/Prospectus/Information
Statement, contained in the Registration Statement on Form S-4 (File No. 333-
36053) (the "Partnership Registration Statement"), relating to (1) the proposed
contribution of the assets, subject to liabilities, of Evans Withycombe
Residential, L.P., a Delaware limited partnership ("EWRLP") to ERP Operating
Limited Partnership, an Illinois limited partnership ("ERP Operating
Partnership") and (2) the offer by ERP Operating Partnership to holders of units
in EWRLP to exchange such units for units of partnership interest in ERP
Operating Partnership, (the Merger Registration Statement and the Partnership
Registration Statement are referred to herein collectively as the "Registration
Statements"), we have requested your opinion concerning: (i) the qualification
and taxation of EQR as a real estate investment trust (a "REIT") under the
Internal Revenue Code of 1986, as amended (the "Code"), for its taxable year
ended December 31, 1993 through December 31, 1996; (ii) the qualification and
taxation of EQR as a REIT under the Code for all taxable years ending after the
Effective Time; and (iii) the classification of ERP Operating Partnership as a
partnership for federal income tax purposes. Unless otherwise specifically
defined herein, all capitalized terms have the meaning assigned to them in the
Registration Statements.

In connection with the issuance of your legal opinion as described above,
EQR and/or ERP Operating Partnership hereby make the following representations
(intending that Rudnick & Wolfe will rely on such representations in rendering
its opinion); all

October 31, 1997
Page 2


representations made by EQR and ERP Operating Partnership are made for all
periods of their existence (or such other periods of time as may be specifically
set forth below):

1. EQR has operated in accordance with Title 8 of the Corporations and
Associations Article of the Annotated Code of Maryland ("Title 8"),
and its declaration of trust and its bylaws, as amended, and from and
after the Effective Time, EQR will take all measures within its
control to ensure that it continues to operate in accordance with
Title 8, its declaration of Trust and its bylaws, as amended from time
to time.

2. ERP Operating Partnership has operated in accordance with the Illinois
Revised Uniform Limited Partnership Act (the "Illinois Act") and the
Fourth Amended and the Restated Limited Partnership Agreement of ERP
Operating Partnership, dated as of September 30, 1995, as amended (the
"ERP Operating Partnership Agreement"), and from and after the
Effective Time, will take all measures within its control to ensure
that it continues to operate in accordance with the Illinois Act and
the ERP Operating Partnership Agreement.

3. EQR will take all measures within its control to ensure that EWRLP
will be operated in accordance with the Delaware Revised Uniform
Limited Partnership Act (the "Delaware Act") and the Amended and
Restated Agreement of Limited Partnership of EWRLP, as amended (the
"EWRLP Partnership Agreement"), from and after the Effective Time.

4. No interests in ERP Operating Partnership held by a general partner or
limited partner have ever been or will be traded on an established
securities market or "readily tradable on a secondary market (or the
substantial equivalent thereof)" under either IRS Notice 88-75 or
Treasury Regulations Section 1.7704-1(c).

5. No interests in EWRLP held by a general partner or limited partner
will be traded on an established securities market or "readily
tradable on a secondary market (or substantial equivalent thereof)
under either Notice 88-75 or Treasury Regulations Section 1.7704-1(c),
from and after the Effective Time.

6. In the case of a partner of EWRLP or ERP Operating Partnership that is
a Flow- Through Entity (as defined below), no person owning an
interest in such Flow-Through Entity (directly or through another
Flow-Through entity) is

October 31, 1997
Page 3


treated as a partner of EWRLP or the ERP Operating Partnership,
respectively, under either IRS Notice 88-75 or Treasury Regulation
Section 1.7704-1(h)(3). "Flow-Through Entity" means an entity
classified as a partnership, a grantor trust or an S corporation for
federal income tax purposes.

7. EQR made the election specified in Section 856(c) of the Code to be
classified as a REIT under the Code with respect to its taxable year
ending December 31, 1993, and has not taken and does not intend to
take any action to terminate or revoke such election.

8. EQR has and will be managed by one or more of its trustees.

9. Beneficial ownership in EQR has been and will be evidenced by
transferable shares.

10. At no time during the last half of any taxable year of EQR have more
than 50% in value of EQR's outstanding beneficial interests been
owned, directly or indirectly, by or for five or fewer individuals as
determined by applying the attribution rules of Section 856(h) of the
Code.

11. EQR will take all measures within its control to ensure that at no
time during the last half of any taxable year ending after the
Effective Time, are more than 50% in value of EQR's outstanding
beneficial interests owned, directly or indirectly, by or for five or
fewer individuals as determined by applying the attribution rules of
Section 856(h) of the Code.

12. Beneficial ownership in EQR was held by 100 or more persons during at
least 355 days for the taxable year ending December 31, 1993 (or
during a proportionate part of such taxable year if such taxable year
was less than twelve months) and for all periods thereafter. EQR will
take all measures within its control to ensure that beneficial
ownership in EQR is held by 100 or more persons at all times from and
after the Effective Time.

13. At least 95% of the gross income derived by EQR in its taxable years
ending December 31, 1993, 1994, 1995 and 1996, consisted of (i)
amounts derived from rents from real property, including rents
attributable to personal property


October 31, 1997
Page 4


as described in representation (23) below and including charges for
services customarily furnished or rendered in connection with the
rental of real property, whether or not such charges are separately
stated, but excluding for such purposes rents received from related
parties as defined in Section 856(d)(2)(B) of the Code; (ii) interest;
(iii) any gain realized upon sale of all or a portion of real
property; (iv) dividends; and (v) amounts described in Section
856(c)(2)(D) through (H) of the Code.

14. EQR will take all measures within its control to ensure that at least
95% of its gross income in any taxable year ending after the Effective
Time will consist of (i) amounts derived from rental of the real
property, including rents attributable to personal property as
described in representation (24) below and including charges for
services customarily furnished or rendered in connection with the
rental of real property, whether or not such charges are separately
stated, but excluding for such purposes rents received from related
parties as defined in Section 856(d)(2)(B) of the Code; (ii) interest;
(iii) any gain realized upon sale of all or a portion of real
property; (iv) dividends; and (v) amounts described in Section
856(c)(2)(D) through (H) of the Code.

15. At least 75% of the gross income derived by EQR in its taxable years
ending December 31, 1993, 1994, 1995 and 1996, consisted of (i)
amounts derived from rental of the real property, including rents
attributable to personal property as described in representation (23)
below and including charges for services customarily furnished or
rendered in connection with the rental of real property, whether or
not such charges are separately stated, but excluding for such
purposes rents received from related parties as defined in Section
856(d)(2)(B) of the Code; (ii) interest on obligations secured by
mortgages on real property or on interests in real property; (iii) any
gain realized upon sale of all or a portion of the real property; and
(iv) amounts described in Section 856(c)(3)(D) through (I) of the
Code.

16. EQR will take all measures within its control to ensure that at least
75% of its gross income derived in any taxable year ending after the
Effective Time will consist of (i) amounts derived from rental of real
property or properties acquired in the future, including rents
attributable to personal property as described in representation (24)
below and including charges for services customarily furnished or
rendered in connection with the rental of real


October 31, 1997
Page 5


property, whether or not such charges are separately stated, but
excluding for such purposes rents received from related parties as
defined in Section 856(d)(2)(B) of the Code; (ii) interest on
obligations secured by mortgages on real property or on interests in
real property; (iii) any gain realized upon sale of all or a portion
of real property or properties acquired in the future; and (iv)
amounts described in Section 856(c)(3)(D) through (I) of the Code.

17. Less than 30% of the gross income of EQR in its taxable years ending
December 31, 1993, 1994, 1995 and 1996 was derived from (i) the sale
or other disposition of stock or securities held for less than one
year (including interest rate agreements described in Section
856(c)(6)(G) of the Code); (ii) the sale of property in a transaction
which is a prohibited transaction, as defined in Section
857(b)(6)(B)(iii) of the Code; and (iii) the sale of real property
(including interests in real property and interests in mortgages on
real property) held for less than four years other than property
compulsorily or involuntarily converted within the meaning of Section
1033 of the Code and property which is foreclosure property within the
definition of Section 856(e)(1) of the Code.

18. EQR will take all measures within its control to ensure that, for the
taxable year ending December 31, 1997, less than 30% of its gross
income will be derived from (i) the sale or other disposition of stock
or securities held for less than one year (including interest rate
agreements described in Section 856(c)(6)(G) of the Code); (ii) the
sale of property in a transaction which is a prohibited transaction,
as defined in Section 857(b)(6)(B)(iii) of the Code; and (iii) the
sale of real property (including interests in real property and
interests in mortgages on real property) held for less than four years
other than property compulsorily or involuntarily converted within the
meaning of Section 1033 of the Code and property which is foreclosure
property within the definition of Section 856(e)(1) of the Code.

19. Neither EQR nor the ERP Operating Partnership has entered into any
agreement or arrangement (and each has taken all measures within its
control to ensure that no subsidiary of EQR classified as qualified
REIT subsidiary under the Code ("QRS") and no entity classified as a
partnership for federal tax purposes in which any of them holds a
direct or indirect interest (a "Related Partnership"), has entered
into any agreement or arrangement) in


October 31, 1997
Page 6


connection with the rental of real property under which amounts
payable to EQR, the ERP Operating Partnership or any Related
Partnership are dependent in whole or in part on the income or profits
derived from any tenant (or subtenant) of such properties (except that
such amounts may be based on a fixed percentage or percentages of
gross receipts or sales).

20. From and after the Effective Time, neither EQR, the ERP Operating
Partnership nor EWRLP will enter into any agreement or arrangement
(and each will take all measures within its control to ensure that no
Related Partnership or QRS will enter into any agreement or
arrangement) in connection with the rental of real property under
which amounts payable to EQR, the ERP Operating Partnership, EWRLP,
any Related Partnership or QRS will depend in whole or in part on the
income or profits derived from any tenant (or subtenant) of such
properties (except that such amounts may be based on a fixed
percentage or percentages of gross receipts or sales).

21. Neither EQR nor the ERP Operating Partnership has rendered services
themselves or through the ERP Operating Partnership, a Related
Partnership, or any other affiliate in regard to a real property in
which EQR, directly or through the ERP Operating Partnership or a
Related Partnership, had an interest that is less than or equal to 50%
unless EQR (i) obtained either a ruling from the Internal Revenue
Service or an opinion of counsel that the provision of such services
would not disqualify the income from such real property as rents from
real property or (ii) determined that, if the income from such real
property did not qualify as rents from real property, such income
(along with other nonqualifying income) would not cause EQR to fail to
meet the tests described in representations (13) and (15) above.

22. Neither EQR, the ERP Operating Partnership nor EWRLP will render
services themselves or through the ERP Operating Partnership, EWRLP, a
Related Partnership, or any other affiliate, in regard to a real
property or any real property acquired in the future in which EQR,
directly or through the ERP Operating Partnership or a Related
Partnership, has an interest that is less than or equal to 50% unless
EQR (i) obtains either a ruling from the Internal Revenue Service or
an opinion of counsel that the provision of such services will not
disqualify the income from such real property as rents from real
property or (ii) determines that, if the income from such real
property did not


October 31, 1997
Page 7


qualify as rents from real property, such income (along with other
nonqualifying income) would not cause EQR to fail to meet the tests
described in representations (14) and (16) above.

23. For the taxable years ending December 31, 1993, 1994, 1995 and 1996,
(i) less than 15% of the rent received by EQR, the ERP Operating
Partnership, any Related Partnership or QRS in regard to each of the
real properties owned directly or indirectly and/or leased by any of
them (the "Properties") was attributable to personal property; and
(ii) all personal property contained in the Properties was leased
under or in connection with a lease of the real property contained in
the Properties.

24. EQR, the ERP Operating Partnership and EWRLP expect that, and each
will take all measures within its control to ensure that, for any
taxable year ending after the Effective Time, (i) less than 15% of the
rent received by EQR, the ERP Operating Partnership, EWRLP, any
Related Partnership or QRS in regard to each of the Properties will be
attributable to personal property; and (ii) all personal property
contained in the Properties will be leased under or in connection with
a lease of real property contained in the Properties.

25. For its taxable years ending December 31, 1993, 1994, 1995 and 1996,
no more than a de minimis amount of rent received by EQR, the ERP
Operating Partnership or any Related Partnership for the Properties
was received or accrued directly or indirectly from any person in
which EQR owns (i) in the case of a corporation, 10% or more of the
total combined voting power of all classes of stock entitled to vote,
or 10% or more of the total number shares of all classes of stock; or
(ii) in the case of an entity other than a corporation, an interest of
10% or more in the assets or net profits of such entity. For purposes
of this representation, ownership will be determined by taking into
account the attribution rules of Section 318 of the Code (as modified
by Section 856(d)(5)) of the Code).

26. EQR will take all measures within its control to ensure that, for any
of its taxable years ending after the Effective Time, no more than a
de minimis amount of rent received by EQR, EWRLP, the ERP Operating
Partnership, any Related Partnership or QRS for the Properties will be
received or accrued directly or indirectly from any person in which
EQR owns (i) in the case of a


October 31, 1997
Page 8


corporation, 10% or more of the total combined voting power of all
classes of stock entitled to vote, or 10% or more of the total number
of shares of all classes of stock; or (ii) in the case of an entity
other than a corporation, an interest of 10% or more in the assets or
net profits of such entity. For purposes of this representation,
ownership will be determined by taking into account the attribution
rules of Section 318 of the Code (as modified by Section 856(d)(5) of
the Code).

27. Neither EQR, the ERP Operating Partnership, nor any Related
Partnership or QRS or affiliate of any of them has entered into or (in
the case of the aforementioned entities and EWRLP) will enter into any
agreement or arrangement for the performance of services to tenants of
the Properties, other than an agreement or arrangement for services
not rendered primarily for the convenience of the tenants of the
Properties and customarily furnished or rendered in connection with
the rental of real property within the meaning of Treasury Regulations
(S)1.856-4(b)(1) and 1.512(b)-1(c)(5), pursuant to which (i) an entity
that fails to qualify as an "independent contractor" within the
meaning of Section 856(d)(3) of the Code will furnish any services to
tenants of the Properties or (ii) EQR, the ERP Operating Partnership
or a Related Partnership, QRS or affiliate of any of them derives any
income from an entity providing services to Property tenants that is
required to qualify as an "independent contractor."

28. At the close of each quarter during its existence, at least 75% of the
total value of EQR's assets consisted of real estate assets within the
meaning of Section 856(c)(6)(B) and (E) of the Code, cash and cash
items (including receivables described in Treasury Regulation
(S)1.856-2(d)(1)) and government securities, and not more than 25% of
the value of its assets was represented by securities (other than
government securities).

29. EQR will take all measures within its control to ensure that, at the
close of each quarter during each taxable year ending after the
Effective Time, at least 75% of the total value of its assets will
consist of real estate assets within the meaning of Section
856(c)(6)(B) and (E) of the Code, cash and cash items (including
receivables described in Treasury Regulation (S)1.856-2(d)(1)) and
government securities, and not more than 25% of the value of its
assets was represented by securities (other than government
securities).


October 31, 1997
Page 9


30. At the close of each quarter during its existence, EQR has not owned
(either directly or indirectly through ERP Operating Partnership,
EWRLP, or any Related Partnership or other affiliate) securities in
any one issuer having an aggregate value in excess of 5% of the value
of the total assets of EQR as determined in accordance with Section
1.856-2(d)(3) of the Treasury Regulations.

31. EQR will take all measures within its control to ensure that, at the
close of each quarter ending after the Effective Time, it does not own
(either directly or indirectly through ERP Operating Partnership,
EWRLP, or any Related Partnership or other affiliate) securities in
any one issuer having an aggregate value in excess of 5% of the value
of the total assets of EQR, as determined in accordance with Section
1.856-2(d)(3) of the Treasury Regulations.

32. At no time has EQR owned (either directly or indirectly through the
ERP Operating Partnership or any Related Partnership or other
affiliate) any securities in any issuer representing in excess of 10%
of the outstanding voting securities of such issuer, unless such
issuer is a qualified REIT subsidiary under Code Section 856(i).

33. EQR will take all measures within its control to ensure that, at the
close of each quarter ending after the Effective Time, it will not own
(either directly, or indirectly, through ERP Operating Partnership,
EWRLP, or any Related Partnership or other affiliate) any securities
in any issuer representing in excess of 10% of the outstanding voting
securities of such issuer, unless such issuer is a qualified REIT
subsidiary under Code Section 856(i).

34. EQR, the ERP Operating Partnership and any Related Partnerships have
at all times during their existence held the Properties (and all other
assets) for investment purposes and not as (i) stock in trade or other
property of a kind which would properly be included in inventory if on
hand at the close of the taxable year, or (ii) property held primarily
for sale to customers in the ordinary course of its trade or business.

35. EQR, the ERP Operating Partnership, EWRLP and any Related Partnerships
will at all times after the Effective Time hold the Properties (and
all other assets) for investment purposes and not as (i) stock in
trade or other property

October 31, 1997
Page 10


of a kind which would properly be included in inventory if on hand at
the close of the taxable year, or (ii) property held primarily for
sale to customers in the ordinary course of its trade or business.

36. In each taxable year since EQR's formation, the deduction for
dividends paid by EQR (as defined in Code Section 561, but without
regard to capital gain dividends, as defined in Code Section
857(b)(3)(C)) equalled or exceeded (i) the sum of (A) 95% of EQR's
real estate investment trust taxable income (as defined in Code
Section 857(b)(2), but without regard to the deduction for dividends
paid and excluding any net capital gain) and (B) 95% of the excess of
its net income from foreclosure property over the tax imposed on such
income by Code Section 857(b)(4)(A), minus (ii) any excess noncash
income (as defined in Code Section 857(e));

37. EQR has and will continue to comply with the record-keeping
requirements described in Regulation Section 1.857, including, but not
limited to the requirement of mailing letters to shareholders and
requesting information on share ownership, as required under
Regulation Section 1.857-8.

38. EQR has adopted a calendar year accounting period and has complied
with all requirements of Code Section 859, and from and after the
Effective Time, will continue to use a calendar year accounting period
and will take all measures within its control to comply with all
requirements imposed by Code Section 859.

39. Any representations herein as to the Properties will also be true with
respect to properties acquired by the EQR, ERP Operating Partnership
or any Related Partnership or other affiliate after the date hereof.

40. None of the liabilities incurred by EQR, ERP Operating Partnership or
any Related Partnership during the two-year period immediately
preceding the date hereof were incurred in anticipation of any of the
transactions described in the Registration Statement.

41. The undersigned is familiar with the requirements for qualification as
a REIT under the Code and believes that (i) EQR has satisfied such
requirements for all periods of its existence and (ii) EQR will
satisfy such requirements for all periods after the Effective Time.


October 31, 1997
Page 11


42. Neither EQR, ERP Operating Partnership, nor any Related Partnership or
other affiliate was notified by the IRS in writing on or before May 8,
1996, that the entity's classification was under examination.

43. The undersigned is a duly elected officer of EQR, and will be a duly
elected officer of EQR as of the Effective Time. In such capacity,
the undersigned has access to relevant information regarding each of
the factual matters set forth above and has consulted with other
employees and officers of EQR and the ERP Operating Partnership
regarding such factual matters, none of whom have disagreed in any
respect with any of the representations set forth above.

44. EQR has advised you of any matter it has been advised by independent
legal counsel or accounting advisors or of which EQR or its employees
is aware that could, if adversely decided, adversely affect EQR's
ability to satisfy the requirement for continued taxation as a REIT
under the Code.

The foregoing is provided in connection with the preparation of your
opinion. We understand that your opinion will be premised on the basis that all
of the facts, representations and assumptions on which you are relying, whether
contained herein or elsewhere, are accurate and complete and will be accurate
and complete on the date the Registration Statement is filed.


Very truly yours,

EQUITY RESIDENTIAL PROPERTIES TRUST


By: /s/ Bruce C. Strohm
--------------------------------
Name: Bruce C. Strohm
Its: Executive Vice President






RUDNICK & WOLFE

EXHIBIT B
---------














OFFICER'S CERTIFICATE FOR

EVANS WITHYCOMBE RESIDENTIAL, INC.

REGARDING EVANS WITHYCOMBE RESIDENTIAL, L.P.

AND EVANS WITHYCOMBE FINANCE PARTNERSHIP, L.P.

This Officer's Certificate is given in connection with (i) the Joint Proxy
Statement and Prospectus, included in the Registration Statement on Form S-4
(File No. 333-35873) (the "Merger Registration Statement"), relating to the
proposed merger (the "Merger") of Evans Withycombe Residential, Inc., a Maryland
corporation (the "REIT") with and into Equity Residential Properties Trust, a
Maryland real estate investment trust ("EQR"), and (ii) the Prospectus and
Information Statement, contained in the Registration Statement on Form S-4 (File
No.333-36053) (the "Partnership Registration Statement"), relating to (A) the
proposed contribution of the assets, subject to liabilities, of Evans Withycombe
Residential, L.P., a Delaware limited partnership (the "Operating Partnership")
to ERP Operating Limited Partnership, an Illinois limited partnership ("ERP")
and (B) the the offer by ERP to holders of units in the Operating Partnership to
exchange such units for units of partnership interest in ERP.

Paul R. Fannin, Senior Vice President and Chief Financial Officer of the
REIT, hereby certifies that to the best of his knowledge and belief that each of
the following statements is true and correct and will be true and correct at the
effective time of the Merger. The undersigned understands that the following
representations form the basis of the opinions of Rudnick & Wolfe and Gibson,
Dunn & Crutcher LLP described in the Merger Registration Statement and the
Partnership Registration Statement ( collectively the "Registration
Statements"), and any change or inaccuracy in the facts described herein could
adversely alter such opinions.

References herein to the "Partnerships" or "Partnership" include the
Operating Partnership, Evans Withycombe Finance Partnership, L.P., a Delaware
limited partnership (the "Finance Partnership), McKinley Hills Partners-85, and
EW Chandler Limited Partnership.

Terms not otherwise defined herein have the meanings set forth in Exhibit A
hereto. Unless specifically provided otherwise, all the statements below with
respect to any entity relate to such entity from the date of its organization
until the effective date of the Merger.

1. Except as provided in the Operating Partnership Agreement, the REIT has
not acted and will not be acting as the agent of the limited partners of the
Operating Partnership.

2. The current net worth of the Finance Partnership exceeds $190 million.
For purposes of this paragraph 2, "net worth" means the gross fair market value
of all assets minus liabilities.

3. The REIT has contributed to Finance Sub a promissory note (the "Demand
Note"), in the aggregate principal amount of $10 million payable to Finance Sub
on demand, proceeds from which may be used to satisfy any of Finance Sub's
obligations as general partner of the Finance Partnership.

4. Interests in the Partnerships have not been and will not be listed or
traded on an established securities market or exchange (including an over-the-
counter market).

1

5. No interests in the Partnerships have been or will be issued in a
transaction that is registered under the Securities Act of 1933.

6. None of the Partnerships have had more than 500 partners, and the
general partners of the Partnerships will not take any action that could permit
the Partnerships to have more than 500 partners (including as partners those
persons indirectly owning an interest in the Partnerships through a partnership,
S corporation, or grantor trust).

7. Neither the REIT, Finance Sub nor the Partnerships will participate in
or tacitly allow the facilitation of public trading of interests in the
Partnerships.

8. Beginning with the taxable year ending December 31, 1994, ninety
percent (90%) or more of the gross income of each of the Partnerships have
consisted and will consist of "qualifying income" within the meaning of Section
7704(d) of the Code. "Qualifying income" for this purpose refers to interest,
dividends, real property rents, gain from the sale or other disposition of real
property, and gain from the sale or other disposition of assets (other than
inventory assets) that produce interest or dividends. "Interest" for this
purpose excludes any amounts received or accrued, directly or indirectly, if the
determination of such amount depends in whole or in part on the income or
profits of any person, other than interest based on a fixed percentage of
receipts or sales. In addition, gross income from the sale of real property
held primarily for sale to customers in the ordinary course of business is not
reduced by the cost of such property.

9. Beginning with the taxable year ending December 31, 1994, with respect
to each and every Lease, the amount of rent received or accrued by the
Partnerships has not been and will not be based in whole or in part on the
income or profits of any person.

10. With respect to each and every Tenant, neither the Partnerships nor
any owner (actual or Constructive) of 10% or more of the outstanding interests
in profits or capital of the Partnerships, has been or is expected to be the
owner (actual or Constructive) of: (i) in the case of a Tenant that is a
corporation, stock of such Tenant possessing 10% or more of the total combined
voting power of all classes of stock entitled to vote, or 10% or more of the
total number of shares of all classes of stock of such Tenant; or (ii) in the
case of a Tenant that is not a corporation, an interest of 10% or more in the
assets or net profits of such Tenant.

11. With respect to every Lease: (i) all personal property leased by the
Partnerships has been and will be leased in connection with a lease of real
property, and (ii) the rent attributable to any personal property leased in
connection with a Lease has been and will be less than 15% of the total rent
received or accrued under the Lease. I understand that the amount of rent
attributable to personal property is determined under Section 856(d)(1) of the
Code, which provides that with respect to each lease of real property, the
amount of rent attributable to personal property for a taxable year is the
amount that bears the same ratio to the rent for the taxable year as the average
of the adjusted basis of personal property at the beginning and at the end of
the taxable year bears to the average of the aggregate adjusted basis of both
the real property and the personal property at the beginning and at the end of
the taxable year. This representation applies only to personal property that is
owned (as opposed to leased) by the Partnerships.

2


12. The Partnerships have not acted and will not act as lessee of any
property for the purpose of subleasing such property to a Tenant.

13. No Partnership would be or would have been a "regulated investment
company" within the meaning of Section 851(a) of the Code if it were a domestic
corporation. A "regulated investment company" is a domestic corporation which,
at all times during the taxable year, is registered under the Investment Company
Act of 1940, as amended (15 U.S.C. 80a-1 to 80b-2), as a management company or a
unit investment trust, or has in effect an election under such Act to be treated
as a business development company, or which is a common trust fund or similar
fund excluded by Section 3(c)(3) of such Act from the definition of "investment
company" and is not included in the definition of "common trust fund" by Section
584(a) of the Code.

14. The REIT, the Finance Sub and the Partnerships have no knowledge of
facts that are contrary to the following: (i) the Partnerships have been and
will be operated in accordance with the terms of the Partnership Agreements and
the provisions of the Delaware Revised Uniform Limited Partnership Act (the
"Act"), (ii) the Partnership Agreements and the Demand Note are valid and
enforceable in accordance with their terms, (iii) no person has made or will to
make a market in interests in the Partnerships, (iv) interests in the
Partnerships have not been and will not be regularly quoted by persons such as
brokers or dealers and (v) holders of interests in the Partnerships have not had
and will not have a readily available, regular or ongoing opportunity to buy,
sell or exchange such interests (other than with respect to the Redemption
Rights) in a time frame and with the regularity and continuity that a secondary
market for interests in the Partnerships would provide.

15. The Partnerships have been and will be operated in accordance with the
terms of the Partnership Agreements and the provisions of the Act.

16. The information set forth in the Registration Statement is true,
correct and complete.

17. As Senior Vice President and Chief Financial Officer, of the REIT,
which is (i) the sole general partner of the Operating Partnership, and (ii) the
sole shareholder of the Finance Sub, which is the sole general partner of the
Finance Partnership, it is my responsibility to have knowledge of the matters
described in the above representations.

IN WITNESS WHEREOF, I have executed this Certificate on this 31st day of
October, 1997.

/s/ Paul R. Fannin
-----------------------------
Paul R. Fannin
Senior Vice President
and Chief Financial Officer


3


EXHIBIT A

Definitions
-----------

"Code": the Internal Revenue Code of 1986, as amended.

"Constructive" or "Constructively": constructive stock ownership rules of
Section 318 of the Code, as modified by Section 856(d)(5) of the Code.

"Finance Sub": Evans Withycombe Finance, Inc., a Delaware corporation and
wholly owned subsidiary of the REIT.

"Lease": any lease from which any Partnership derives revenue.

"Operating Partnership Agreement": the Amended and Restated Agreement of
Limited Partnership of Evans Withycombe Residential, L.P., dated as of August
17, 1994.

"Ownership Interest": in the case of a corporation, stock in such
corporation, and in the case of any other entity, an interest in the capital or
profits of such entity.

"Partnership Agreements": the partnership agreements of the Partnerships.

"Redemption Rights": the right of limited partners of the Operating
Partnership to have their partnership interests redeemed by the Operating
Partnership in accordance with Section 8.6 of the Operating Partnership
Agreement.

1


OFFICER'S CERTIFICATE
FOR EVANS WITHYCOMBE RESIDENTIAL, INC.
REGARDING CERTAIN INCOME TAX MATTERS

This Officer's Certificate is given in connection with (i) the Joint Proxy
Statement and Prospectus, included in the Registration Statement on Form S-4
(File No. 333-35873) (the "Merger Registration Statement"), relating to the
proposed merger (the "Merger") of Evans Withycombe Residential, Inc., a Maryland
corporation (the "REIT") with and into Equity Residential Properties Trust, a
Maryland real estate investment trust ("EQR"), and (ii) the Prospectus and
Information Statement, contained in the Registration Statement on Form S-4 (File
No.333-36053) (the "Partnership Registration Statement"), relating to (A) the
proposed contribution of the assets, subject to liabilities, of Evans Withycombe
Residential, L.P., a Delaware limited partnership (the "Operating Partnership")
to ERP Operating Limited Partnership, an Illinois limited partnership ("ERP")
and (B) the offer by ERP to holders of units in the Operating Partnership to
exchange such units for units of partnership interest in ERP.

Paul R. Fannin, Senior Vice President and Chief Financial Officer of the
REIT, hereby certifies that to the best of his knowledge and belief that each of
the following statements is true and correct and will be true and correct at the
effective time of the Merger. The undersigned understands that the following
representations form the basis of the opinions of Rudnick & Wolfe and Gibson,
Dunn & Crutcher LLP described in the Merger Registration Statement and the
Partnership Registration Statement (collectively the "Registration Statements"),
and any change or inaccuracy in the facts described herein could adversely alter
such opinions.

References herein to the "Company" include the REIT, Evans Withycombe
Finance, Inc. (the "Finance Sub") as well as the Partnerships. References to the
Partnerships include Operating Partnership, Evans Withycombe Finance
Partnership, L.P., a Delaware limited partnership (the "Finance Partnership"),
McKinley Hills Partners-85, and EW Chandler Limited Partnership.

Terms not otherwise defined herein have the meanings set forth in Exhibit A
hereto. Unless specifically provided otherwise, all the statements below with
respect to any entity relate to such entity from the date of its organization
until the effective date of the Merger.

1. The information set forth in the Registration Statements is true,
correct and complete.

2. One hundred (100) or more persons have held, and, until the effective
date of the Merger will hold, the beneficial ownership of the outstanding stock
of the REIT.

3. Since the date of incorporation, five or fewer Persons have not owned,
and until the effective date of the Merger will not own, after applying the
Attribution Rules, more than fifty percent (50%) of the REIT's outstanding
stock.

4. Commencing with its taxable year ending December 31, 1994, the REIT
timely and properly filed an election to be a taxed as "Real Estate Investment
Trust." The REIT has not revoked such election and has no present intention to
revoke such election.

5. The REIT has not owned and does not anticipate to own an actual or
Constructive interest in any corporation, partnership, association, trust, joint
venture, limited


liability company or other entity other than its actual or Constructive
interests in the Partnerships, the Finance Sub, the Management Company, and the
trusts established by the Finance Partnership to facilitate the borrowing by the
Finance Partnership.

6. With respect to each and every Lease, the amount of rent received or
accrued by the Company has not been, and will not be based in whole or in part
on the income or profits of any person.

7. With respect to each and every Tenant, neither the Company, nor any
owner (actual or Constructive) of 10% or more of the outstanding Common Stock of
the REIT, has been, or is expected to be the owner (actual or Constructive) of:
(i) in the case of a Tenant that is a corporation, stock of such Tenant
possessing 10% or more of the total combined voting power of all classes of
stock entitled to vote, or 10% or more of the total number of shares of all
classes of stock of such Tenant; or (ii) in the case of a Tenant that is not a
corporation, an interest of 10% or more in the assets or net profits of such
Tenant.

8. With respect to every Lease: (i) all personal property leased by the
Company has been and will be leased in connection with a lease of real property,
and (ii) the rent attributable to any personal property leased in connection
with a Lease has been and will be less than 15% of the total rent received or
accrued under the Lease. I understand that the amount of rent attributable to
personal property is determined under Section 856(d)(1) of the Code, which
provides that with respect to each lease of real property, the amount of rent
attributable to personal property for a taxable year is the amount that bears
the same ratio to the rent for the taxable year as the average of the adjusted
basis of personal property at the beginning and at the end of the taxable year
bears to the average of the aggregate adjusted basis of both the real property
and the personal property at the beginning and at the end of the taxable year.
This representation applies only to personal property that is owned (as opposed
to property leased) by the Company.

9. The Company has not acted and will not act as lessee of any property
for the purpose of subleasing such property to a Tenant.

10. No Partnership has leased or will lease or sublease personal property
that is not owned by it. All personal property provided or made available to a
Tenant by the Management Company has been and will be leased by the Management
Company acting on its own behalf and not as agent for the Partnerships, and the
Management Company has separately charged and will separately charge the Tenant
therefor.

11. The Company will not receive "excess rentals" from a Tenant. "Excess
rentals" means rent payable pursuant to a Lease in an amount that is greater
than the rent that would be payable under the Lease but for the existence of a
provision obligating the Tenant to pay over all or a portion of any rent
received by that Tenant from a subtenant or assignee of that Tenant.

12. One hundred percent (100%) of the stock of the Finance Sub has been
and will be held by the REIT at all times during the existence of the Finance
Sub.

13. For purposes of the following representations, income, deductions,
credits and other tax items of the REIT shall be deemed to include the REIT's
share of such items of the Partnerships, based on the REIT's proportionate
direct or indirect capital interest in such entities. Furthermore, for this
purpose the REIT will be treated as owning directly the assets owned by the
Finance Sub:

(a) Commencing with the REIT's taxable year ending December 31, 1994,
at least ninety-five percent (95%) of the gross income of the REIT

2


(excluding gross income from Prohibited Transactions) has been and is
expected to be derived from (i) dividends, (ii) interest, (iii) rents from
real property, (iv) gain from the sale or other disposition of stock,
securities and real property (including Interests in Real Property and
interests in mortgages on real property), but excluding gain on real
property which is Section 1221(1) Property, (v) abatements and refunds of
taxes on real property, (vi) income and gain derived from Foreclosure
Property, (vii) amounts (other than amounts, the determination of which
depends in whole or in part on income or profits of any person) received or
accrued as consideration for entering into agreements (A) to make loans
secured by mortgages on real property or on Interests in Real Property, or
(B) to purchase or lease real property (including Interests in Real
Property and interests in mortgages on real property), and (viii) gain from
the sale or other disposition of Real Estate Assets that is not a
Prohibited Transaction;

(b) Commencing with the REIT's taxable year ending December 31, 1994,
at least seventy-five percent (75%) of the gross income of the REIT
(excluding gross income from Prohibited Transactions) has been and is
expected to be derived from (i) rents from real property, (ii) interest on
obligations secured by mortgages on real property or on Interests in Real
Property, (iii) gain from the sale or disposition of real property
(including Interests in Real Property and interests in mortgages on real
property), but excluding gain from real property which is Section 1221(1)
Property, (iv) dividends or other distributions on, and gain (other than
gain from Prohibited Transactions) from the sale or other disposition of,
transferable shares or beneficial certificates in other Real Estate
Investment Trusts, (v) abatements and refunds of taxes on real property,
(vi) income and gain derived from Foreclosure Property, (vii) amounts
(other than amounts, the determination of which depends in whole or in part
on the income or profits of any person) received or accrued as
consideration for entering into agreements (A) to make loans secured by
mortgages on real property or on Interests in Real Property and interests
in mortgages on real property, (viii) gain from the sale or other
disposition of a Real Estate Asset which is not a Prohibited Transaction,
and (ix) Qualified Temporary Investment Income. Dividends received by the
Operating Partnership from the Management Company are not included in
clauses (i) through (ix) of this paragraph (b);

(c) Commencing with the REIT's taxable year ending December 31, 1994,
the REIT has derived and expects to derive less than thirty percent (30%)
of its aggregate gross income from the sale or other disposition of (i)
stock or securities held for less than one year, (ii) property in a
Prohibited Transaction, and (iii) real property (including Interests in
Real Property and interests in mortgages on real property) held for less
than four years other than such property that is compulsorily or
involuntarily converted (by means of destruction, theft, seizure,
requisition, condemnation or threat of imminence thereof) and Foreclosure
Property;

(d) Commencing with the REIT's taxable year ending December 31, 1994,
the REIT has paid and expects to pay dividends (without regard to capital
gains dividends) equal to or in excess of the sum of (i) ninety-five
percent (95%) of the REIT's REIT Taxable Income for the year (determined
without regard to the deduction for dividends paid and by excluding any net
capital gain), and (ii) ninety-five percent (95%) of the net income from

3


Foreclosure Property (after the tax imposed thereon by Section 857(b)(4)(A)
of the Code), minus (iii) any Excess Noncash Income; and

(e) Commencing with the REIT's taxable year ending December 31, 1994,
the dividends paid and to be paid by the REIT on the Common Stock were and
will be made pro rata, with no preference to any share of the Common Stock
as compared with other such shares.

14. For purposes of the following representations, assets of the REIT
shall be deemed to include the REIT's share of assets owned by the Partnerships,
based on the REIT's proportionate direct or indirect capital interest in such
entities. Furthermore, for this purpose the REIT will be treated as owning
directly the assets owned by the Finance Sub:

At the close of each quarter of each taxable year commencing with the
REIT's taxable year ending December 31, 1994 (i) at least seventy-five
percent (75%) of the value of the combined total assets of the REIT has
been and will be represented by Real Estate Assets, cash and cash items,
(including receivables), and U.S. Government securities, (ii) not more than
twenty-five percent (25%) of the value of the REIT's total assets has been
or will be represented by securities (other than those described in clause
(i) above), and (iii) with respect to those assets described in clause (ii)
above, the value of any one issuer's securities owned by the REIT
(including but not limited to the Management Company) has not exceeded and
will not exceed five percent (5%) of the value of the REIT's total assets
and the REIT has not owned and will not own more than ten percent (10%) of
any one issuer's outstanding voting securities.

15. The REIT, the Finance Sub, and the Partnerships have not earned and
will not earn fees for services performed, or other income (whether or not
through a manager) not described in clauses (i) through (viii) of paragraph
13(a) above, other than with respect to (i) Foreclosure Property and (ii)
income, if any attributable to reimbursements paid by the Operating Partnership
and Finance Partnership to the REIT pursuant to the terms of the Partnership
Agreements.

16. The Company has not provided and will not provide, and has not engaged
and will not engage any entity that fails to qualify as an "independent
contractor" to furnish, any services to any Tenant that are other than services
of the type that are "usually or customarily rendered" in connection with the
rental of space for occupancy only and not otherwise considered "rendered to the
occupant" within the meaning of Section 1.512(b)-1(c)(5) of the Treasury
Regulations. The Company has not received and will not receive any income,
directly or indirectly, from such contractor, including but not limited to
administrative or other fees, interest and dividends. For this purpose, an
"independent contractor" is a person other than (i) any person owning (actually
or Constructively) more than 35% of the stock of the REIT; (ii) any corporation
in which persons owning 35% or more of the stock of the REIT own (actually or
Constructively) more than 35% of the voting power with respect to the stock of
such corporation; or (iii) any entity other than a corporation in which persons
owning persons owning 35% or more of the stock of the REIT own (actually or
Constructively) more than 35% interest in the assets or net profits of such
entity.

17. No independent contractor providing services to Tenants has had or
will have any operating employees in common with the Company.

18. The services described in the draft private letter ruling request
dated August 16, 1994 prepared by the REIT sets forth in complete detail the
services that have been provided

4


and are expected to be provided to by the Partnerships and the Management
Company to Tenants.

19. As required by Treasury Regulation Section 1.857-8, for each year
commencing with the REIT's taxable year ending December 31, 1994, the REIT (i)
has maintained and will maintain the necessary records relating to the actual
ownership of its stock, (ii) has made and will make the requisite information
requests of its shareholders regarding stock ownership, and (iii) has maintained
and will maintain a list of the persons failing or refusing to comply in whole
or in party with the Company's demand for statements regarding stock ownership.

20. The Company has operated and will operate in a manner such that the
above representations will continue to be true in the future; provided, however,
the Company may operate in a manner different from such representations if it
obtains the advice of nationally recognized counsel that such differences will
not impair its status as a Real Estate Investment Trust.

21. The REIT will use its best efforts to monitor ownership of Common
Stock in order to ensure compliance with, and will use its best efforts to
enforce, the Transfer Restrictions. Specifically, the REIT, as soon as
practicable after the date it discovers that a transaction in violation of the
Transfer Restrictions has occurred, will inform the Purported Record Owner and,
to the extent it is aware of its identity, the Purported Beneficial Owner, of
their obligations pursuant to the Charter, including the obligation to surrender
to the Trustee of the Trust any Trust Shares and any and all dividends or other
distributions received with respect to Trust Shares. The REIT will also take
additional action as is reasonably necessary to refuse to give effect to or to
prevent such transaction, which may include: (1) refusing to give effect to such
transaction on its books; (2) instituting legal proceedings to enjoin the
transaction and to recover any Trust Shares and any dividends erroneously paid
or distributed; and (3) declaring any votes erroneously cast by the Purported
Record Owner to be retroactively invalid. For purposes of this paragraph 21, the
terms "Purported Record Owner," "Purported Beneficial Owner," "Trustee," "Trust"
and "Trust Shares" shall have the meanings ascribed to such terms in the
Charter.

22. The representations herein take into account the expected income,
assets and operations of the Development Properties.

23. All shares of stock issued by the REIT are freely transferable.

24. As Senior Vice President and Chief Financial Officer, of the REIT,
which is (i) the sole general partner of the Operating Partnership, and (ii) the
sole stockholder of the Finance Sub, which is the sole general partner of the
Finance Partnership, it is my responsibility to have knowledge of the matters
described in the above representations.

IN WITNESS WHEREOF, I have executed this Certificate on the 31st day of
October, 1997.

/s/ Paul R. Fannin
-----------------------------
Paul R. Fannin
Senior Vice President
and Chief Financial Officer

5


EXHIBIT A

Definitions
-----------

"Attribution Rules": the rules of ownership described in Section 856(h) of
the Code.

"Charter": The Charter of the REIT.

"Code": the Internal Revenue Code of 1986, as amended.

"Common Stock": Common Stock, $.01 par value per share of Evans Withycombe
Residential, Inc.

"Constructive" or "Constructively": constructive stock ownership rules of
Section 318 of the Code, as modified by Section 856(d)(5) of the Code.

"Development Properties": the "Development Communities" and the
"Development Rights" as those terms are defined in the Registration Statement.

"Excess Noncash Income": the excess of (i) the sum of (A) all interest,
original issue discount and other income includible in income with respect to
debt instruments received upon the sale of property over the money and fair
market value of property received with respect to such instruments and (B)
income recognized upon the disposition of real estate if there is a
determination that Section 1031 of the Code (like-kind exchanges) does not apply
to the disposition and the failure to satisfy the requirements of Section 1031
of the Code was due to reasonable cause and not willful neglect, over (ii) five
percent (5%) of REIT Taxable Income (without regard for the deduction for
dividends paid and excluding any net capital gain).

"Foreclosure Property": any real property (including Interests in Real
Property), and personal property incident to such real property, acquired by the
Company as a result of the Company having bid in such property at foreclosure,
or having otherwise reduced such property to ownership or possession by
agreement or process of law, after there was default (or default was imminent)
on a lease of such property or on an indebtedness which such property secured;
provided that an election for foreclosure property status under Section
856(e)(5) of the Code is in effect with respect to such property and such
election has not been terminated under Section 856(e)(4) of the Code. Such term
does not include property acquired by the Company as a result of indebtedness
arising from the sale or other disposition of property of the Company which is
Section 1221(1) Property which was not originally acquired as foreclosure
property.

"Interests in Real Property": includes fee ownership and co-ownership of
land or improvements thereon, leaseholders of land or improvements thereon,
options to acquire land or improvements thereon, and options to acquire
leaseholds of land or improvements thereon, but does not include mineral, oil or
gas royalty interests.

"Lease": any lease from which the Company derives revenue.

"Management Company": Evans Withycombe Management, Inc., an Arizona
corporation.

"Ownership Interest": in the case of a corporation, stock in such
corporation, and in the case of any other entity, any interest in the assets or
net income of such entity.


A-1


"Partnership Agreements": the partnership agreements of the Partnerships.

"Person": an individual, private foundation, charitable trust, and
employee pension, profit sharing, stock bonus or supplemental unemployment
benefit trust.

"Prohibited Transaction": the sale or other disposition of Section 1221(1)
Property, other than Foreclosure Property, unless (i) the property sold was a
Real Estate Asset; (ii) the Company held the Real Estate Asset for at least four
years; (iii) the aggregate expenditures made by the Company during the four (4)
year period preceding the date of the sale which are includible in the basis of
the Real Estate Asset does not exceed thirty percent (30%) of the net selling
price of such asset; (iv) (A) during the taxable year the Company did not make
more than seven sales of property (other than Foreclosure Property) or (B) the
aggregate adjusted bases (as determined for purposes of computing earnings and
profits) of the REIT's property (other than Foreclosure Property) sold during
the taxable year does not exceed ten percent (10%) of the aggregate adjusted
bases (as so determined) of all the assets of the REIT as of the beginning of
the taxable year; (v) in the case of property, which consists of land or
improvements, not acquired through foreclosure (or deed in lieu of foreclosure),
or lease termination, the Company has held the property for not less than four
(4) years for production of rental income; and (vi) if the requirement of clause
(iv)(A) is not satisfied, substantially all of the marketing and development
expenditures with respect to the property were made through an independent
contractor (as defined in paragraph 16 hereof) from whom the Company does not
directly or indirectly derive gross income (including but not limited to
dividends). For purposes of clause (iv)(B) of the preceding sentence, the REIT
will be treated as owning its proportionate share of the adjusted bases of
assets owned by other entities in a manner consistent with that described in
paragraph 14 hereof.

"Qualified Temporary Investment Income": any income which (i) is
attributable to stock, or a bond, debenture, note, certificate or other evidence
of indebtedness (excluding any annuity contract which depends (in whole or in
substantial part) on the life expectancy of one or more individuals, or is
issued by an insurance company subject to tax under subchapter L of the Code (1)
in a transaction in which there is no consideration other than cash or another
annuity contract meeting the requirements of this definition, (2) pursuant to
the exercise of an election under an insurance contract by a beneficiary thereof
on the death of the insured party under such contract, or (3) in a transaction
involving a qualified pension or employee benefit plan), (ii) is attributable to
the temporary investment of new capital (amounts received upon the issuance of
stock of the REIT or upon a public offering of debt obligations of the REIT
having maturities of at least five years) received by the REIT and (iii) is
received or accrued during the one year period beginning on the date the REIT
received such capital.

"Real Estate Asset": real property (including Interests in Real Property
and interests in mortgages on real property) and shares (or transferable
certificates of beneficial interest) in other Real Estate Investment Trusts.
Such term also includes any property (not otherwise a Real Estate Asset)
attributable to the temporary investment of new capital (amounts received upon
the issuance of stock of the REIT or upon a public offering of debt obligations
of the REIT having maturities of at least five years), but only if such property
is stock or a debt instrument, and only for the one-year period beginning on the
date the REIT receives such capital.

"Real Estate Investment Trust": a real estate investment trust which meets
the requirements of Sections 856 through 860 of the Code.

"REIT Taxable Income": "Real estate investment trust taxable income" as
defined in Section 857(b) of the Code, which generally equals the taxable income
of the REIT, computed with the dividends-paid deduction as defined in Section
561 of the Code (except that the


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portion of such deduction attributable to net income from Foreclosure Property
is excluded), excluding any net income from Foreclosure Property, and computed
with a deduction for any tax imposed under Section 857(b)(5) of the Code (i.e.,
tax on the failure to meet the seventy-five percent (75%) or ninety-five percent
(95%) income tests).

"Section 1221(1) Property": stock in trade of the Company or other
property of a kind which would properly be included in inventory of the Company
if on hand at the close of the taxable year, or property held by the Company
primarily for sale to customers in the ordinary course of its trade or business.

"Tenant": any person from whom the Company derives gross income.

"Transfer Restrictions": The restrictions on transfer of capital stock of
the REIT as set forth in Article V of the Charter.


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