SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ZELL SAMUEL (Last) (First) (Middle) TWO N RIVERSIDE PLAZA SUITE 600 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EQUITY LIFESTYLE PROPERTIES INC [ els ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 10/25/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year) 10/25/2005	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, par value $.01(1)	10/25/2005		M		50,000	A	$9.5	101,334	D
Common Stock, par value $.01	05/12/2009		A		2,000	A	$38.16	439,091(2)	D
Common Stock, par value $.01	08/05/2009		M		100,000	A	$17.5	539,091(2)	D
Common Stock, par value $.01	08/05/2009		M		100,000	A	$15.6875	639,091(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option (Right to Buy)	$9.5	10/25/2005		M			50,000	12/29/1998	12/29/2005	Common Stock, par value $.01(1)	50,000	$9.5	0	D
Non-Qualified Stock Option (Right to Buy)	$17.5	08/05/2009		M			100,000	12/01/2003	12/01/2010	Common Stock, par value $.01	100,000	$17.5	0	D
Non-Qualified Stock Option (Right to Buy)	$15.6875	08/05/2009		M			100,000	12/01/2002	12/01/2009	Common Stock, par value $.01	100,000	$15.6875	0	D

Explanation of Responses:

1. This amendment is being filed to report that on 10/25/05 Mr. Zell exercised 50,000 Non-Qualified Stocks Options which converted to "Common Stock, par value $.01" not "Common Stock" as previously reported. Due to administrative error the number of securities beneficially owned by Mr. Zell was incorrectly reported on the Form 4, which was filed on 10/25/05, as well as subsequent filings. This Form 4/A reflects the correct number of units beneficially owned by Mr. Zell.

2. This amendment is being filed to report that due to administrative error, the number of securities beneficially owned by Mr. Zell was incorrectly reported on the Form 4. This Form 4/A reflects the correct number of units beneficially owned by Mr. Zell.

	Mary Jo Kucera by Power of Attorney for Samuel Zell	08/12/2009
	** Signature of Reporting Person	Date
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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