UNITED STATES
                             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: June 14, 2005
                        (Date of earliest event reported)

                        EQUITY LIFESTYLE PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)

           MARYLAND                      1-11718                36-3857664
(State or other jurisdiction of    (Commission File No.)      (IRS Employer
incorporation or organization)                            Identification Number)

           (Address of principal executive offices)             (Zip Code)

                                 (312) 279-1400
              (Registrant's telephone number, including area code)


      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))




      Equity Lifestyle Properties, Inc. ("ELS") is re-issuing in an updated
format certain historical financial statements in connection with Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS 144"). During the three months ended March
31, 2005, ELS held properties for sale and in compliance with SFAS 144 has
reported revenue, expenses and net gains from the sale of these properties and
provisions for loss on assets held for sale as discontinued operations for each
period presented (including the comparable periods of the prior year). Under
Securities and Exchange Commission ("SEC") requirements, the same
reclassification as discontinued operations required by SFAS 144 following the
sale of a property or a property designated as held for sale is required for
previously issued annual financial statements for each of the three years shown
in ELS' last annual report on Form 10-K, if those financials are incorporated by
reference in subsequent filings with the SEC made under the Securities Act of
1933, as amended, even though those financial statements relate to periods prior
to the date of the sale. This reclassification has no effect on ELS' reported
net income available to common shareholders or funds from operations.

      This Report on Form 8-K updates Items 6, 7 and 8 of ELS' 2004 Form 10-K
dated March 29, 2005, as amended by Form 10-K/A dated March 31, 2005 (as so
amended, the "Form 10-K"), to reflect the properties held for sale as of March
31, 2005 as discontinued operations. All other items of the Form 10-K remain
unchanged. No attempt has been made to update matters in the Form 10-K except to
the extent expressly provided above.

      This document includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. When used,
words such as "anticipate", "expect", "believe", "intend", "may be" and "will
be" and similar words or phrases, or the negative thereof, unless the context
requires otherwise, are intended to identify forward-looking statements. These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties, including, but not limited to: in the age-qualified communities,
home sales results could be impacted by the ability of potential homebuyers to
sell their existing residences as well as by financial markets volatility; in
the all-age communities, results from home sales and occupancy will continue to
be impacted by local economic conditions, lack of affordable manufactured home
financing, and competition from alternative housing options including site-built
single-family housing; our ability to maintain rental rates and occupancy with
respect to properties currently owned or pending acquisitions; our assumptions
about rental and home sales markets; the completion of pending acquisitions and
timing with respect thereto; the effect of interest rates as well as other risks
indicated from time to time in our filings with the SEC. These forward-looking
statements are based on management's present expectations and beliefs about
future events. As with any projection or forecast, these statements are
inherently susceptible to uncertainty and changes in circumstances. ELS is under
no obligation to, and expressly disclaims any obligation to, update or alter its
forward-looking statements whether as a result of such changes, new information,
subsequent events or otherwise.


      (c) Exhibits:

      The following exhibits required by this item are being filed with this
Current Report on Form 8-K.

      12.1  Computation of Ratio of Earnings to Fixed Charges

      23.1  Consent of Independent Registered Public Accounting Firm

      31.1  Certification of Chief Financial Officer Pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

      31.2  Certification of Chief Executive Officer Pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

      99.1  Selected Financial Data

            Management's Discussion and Analysis of Financial Condition and
            Results of Operations

            Financial Statements and Supplementary Data



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   EQUITY LIFESTYLE PROPERTIES, INC.

Date: June 14, 2005                By: /s/ Thomas P. Heneghan
                                       Thomas P. Heneghan
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)

Date: June 14, 2005                By: /s/ Michael B. Berman
                                       Michael B. Berman
                                       Vice President, Treasurer
                                         and Chief Financial Officer
                                       (Principal Financial Officer
                                         and Principal Accounting Officer)