Ownership Submission
FORM 4
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MCADAMS JOE B
   2. Issuer Name and Ticker or Trading Symbol
EQUITY LIFESTYLE PROPERTIES INC [ELS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
former Named Executive Officer
(Last)
(First)
(Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 800		 3. Date of Earliest Transaction (Month/Day/Year)
08/01/2008
(Street)

CHICAGO, IL 60193		 4. If Amendment, Date Original Filed(Month/Day/Year)
08/01/2008		 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 (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 05/02/2011   J   1,780 A $ 0 18,044 I by Trust (1)
Common Stock, par value $.01 05/02/2011   J   1,780 D $ 0 19,733 D  
Common Stock, par value $.01 05/02/2011   J(2)   443 A $ 49.52 20,176 D  
Series A Cumulative Redeemable Perpetual Preferred Stock               44,000 I By Trust (3)

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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCADAMS JOE B
TWO NORTH RIVERSIDE PLAZA
SUITE 800
CHICAGO, IL 60193		       former Named Executive Officer

Signatures

 Mary Jo Kucera by Power of Attorney for Joe McAdams   05/04/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This amendment is being filed to report that, due to clerical errors, 1,780 shares were incorrectly reported as held directly by Joe McAdams. These shares are held indirectly through the McAdams ELS Grantor Retained Annuity Trust Two. Joe B. McAdams is beneficial owner of such trust.
(2) Represents shares acquired through ELS' Employee Stock Purchase Plan
(3) 24,300 of these shares are held by the McAdams ELS Grantor Retained Annuity Trust (GRAT) and 19,700 of these shares are held by the McAdams ELS GRAT Two. Joe B. McAdams is beneficial owner of such trusts.

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