UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                                (Amendment No. 2)

                    Under the Securities Exchange Act of 1934


                        Equity Lifestyle Properties, Inc
                     ---------------------------------------
                                 NAME OF ISSUER:


                                  Common Stock
                     ---------------------------------------
                          TITLE OF CLASS OF SECURITIES


                                    29472R108
                      -------------------------------------
                                  CUSIP NUMBER


                                December 31, 2007
                     ---------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the appropriate box to designate the rule pursuant to which this
                               Schedule is filed:

                                [x] Rule 13d-1(b)

                                [ ] Rule 13d-1(c)

                                [ ] Rule 13d-1(d)





1.  NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

    Deutsche Bank AG*

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (A) [ ]
    (B) [ ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Federal Republic of Germany

NUMBER OF         5.       SOLE VOTING POWER
SHARES                     2,135,571
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY                   0
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  3,147,895
PERSON WITH       8.       SHARED DISPOSITIVE POWER
                           0

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    3,147,895

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

    [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    12.92%

12. TYPE OF REPORTING PERSON

    HC, CO, BK

    * In accordance with Securities Exchange Act Release No. 39538 (January 12,
    1998), this filing reflects the securities beneficially owned by the
    Corporate and Investment Banking business group and the Corporate
    Investments business group (collectively, "CIB") of Deutsche Bank AG and
    its subsidiaries and affiliates (collectively, "DBAG"). This filing does
    not reflect securities, if any, beneficially owned by any other business
    group of DBAG. Consistent with Rule 13d-4 under the Securities Exchange Act
    of 1934 ("Act"), this filing shall not be construed as an admission that
    CIB is, for purposes of Section 13(d) under the Act, the beneficial owner
    of any securities covered by the filing. Furthermore, CIB disclaims
    beneficial ownership of the securities beneficially owned by (i) any client
    accounts with respect to which CIB or its employees have voting or
    investment discretion, or both, and (ii) certain investment entities, of
    which CIB is the general partner, managing general partner, or other
    manager, to the extent interests in such entities are held by persons other
    than CIB.





1.  NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

    RREEF America, L.L.C.

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (A) [ ]
    (B) [ ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF         5.       SOLE VOTING POWER
SHARES                     1,977,901
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY                   0
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  2,989,325
PERSON WITH       8.       SHARED DISPOSITIVE POWER
                           0

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,989,325

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

    [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    12.27%

12. TYPE OF REPORTING PERSON

    IA, CO





1.  NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

    Deutsche Bank Trust Corp. Americas

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (A) [ ]
    (B) [ ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF         5.       SOLE VOTING POWER
SHARES                     7,320
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY                   0
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  8,220
PERSON WITH       8.       SHARED DISPOSITIVE POWER
                           0

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    8,220

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

    [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    0.03%

12. TYPE OF REPORTING PERSON

    BK, CO





1.  NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

    Deutsche Investment Management Americas

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (A) [ ]
    (B) [ ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF         5.       SOLE VOTING POWER
SHARES                     150,350
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY                   0
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  150,350
PERSON WITH       8.       SHARED DISPOSITIVE POWER
                           0

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    150,350

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

    [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    0.61%

12. TYPE OF REPORTING PERSON

    IA, CO





Item 1(a).        Name of Issuer:

                  Equity Lifestyle Properties, Inc (the "Issuer")

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  Two North Riverside Plaza
                  Suite 800
                  Chicago, IL 60606

Item 2(a).        Name of Person Filing:

                  This statement is filed on behalf of Deutsche Bank AG
                  ("Reporting Person").

Item 2(b).        Address of Principal Business Office or, if none, Residence:

                  Theodor-Heuss-Allee 70
                  60468 Frankfurt am Main
                  Federal Republic of Germany

Item 2(c).        Citizenship:

                  The citizenship of the Reporting Person is set forth on the
                  cover page.

Item 2(d).        Title of Class of Securities:

                  The title of the securities is common stock, $0.01 par value
                  ("Common Stock").

Item 2(e).        CUSIP Number:

                  The CUSIP number of the Common Stock is set forth on the cover
                  page.

Item 3.           If this statement is filed pursuant to Rules 13d-1(b), or
                  13d-2(b) or (c), check whether the person filing is a:

                  (a) [ ] Broker or dealer registered under section 15 of the
                          Act;

                  (b) [X] Bank as defined in section 3(a)(6) of the Act;

                          Deutsche Bank Trust Corp. Americas

                  (c) [ ] Insurance Company as defined in section 3(a)(19)
                          of the Act;

                  (d) [ ] Investment Company registered under section 8
                          of the Investment Company Act of 1940;

                  (e) [X] An investment adviser in accordance with Rule
                          13d- 1(b)(1)(ii)(E);

                          RREEF America, L.L.C

                          Deutsche Investment Management Americas

                  (f) [ ] An employee benefit plan, or endowment fund in
                          accordance with Rule 13d-1 (b)(1)(ii)(F);

                  (g) [X] Parent holding company or control person in
                          accordance with Rule 13d-1 (b)(1)(ii)(G);

                          Deutsche Bank AG

                  (h) [ ] A savings association as defined in section 3(b) of
                          the Federal Deposit Insurance Act;

                  (i) [ ] A church plan that is excluded from the definition of
                          an investment company under section 3(c)(14) of the
                          Investment Company Act of 1940;

                  (j) [ ] Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).

Item 4.           Ownership.

                  (a) Amount beneficially owned:

                      The Reporting Person owns the amount of the Common Stock
                      as set forth on the cover page.

                  (b) Percent of class:

                      The Reporting Person owns the percentage of the Common
                      Stock as set forth on the cover page.

                  (c) Number of shares as to which such person has:

                      (i)   sole power to vote or to direct the vote:

                            The Reporting Person has the sole power to vote or
                            direct the vote of the Common Stock as set forth on
                            the cover page.

                      (ii)  shared power to vote or to direct the vote:

                            The Reporting Person has the shared power to vote or
                            direct the vote of the Common Stock as set forth on
                            the cover page.

                      (iii) sole power to dispose or to direct the disposition
                            of:

                            The Reporting Person has the sole power to dispose
                            or direct the disposition of the Common Stock as set
                            forth on the cover page.

                      (iv)  shared power to dispose or to direct the disposition
                            of:

                            The Reporting Person has the shared power to dispose
                            or direct the disposition of the Common Stock as set
                            forth on the cover page.

Item 5.           Ownership of Five Percent or Less of a Class.

                  Not applicable

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person.

                  Not applicable.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on by the Parent Holding
                  Company.

                  Subsidiary                         Item 3 Classification

                  RREEF America, L.L.C.                    Investment Advisor

                  Deutsche Bank Trust Corp. Americas.      Bank

                  Deutsche Investment Management Americas  Investment Advisor


Item 8.           Identification and Classification of Members of the Group.

                  Not applicable.

Item 9.           Notice of Dissolution of Group.

                  Not applicable.

Item 10.          Certification.

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are held in the ordinary course of business and were not
                  acquired and are not held for the purpose of or with the
                  effect of changing or influencing the control of the issuer of
                  the securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.





                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Dated:  February 4, 2008






                                             Deutsche Bank AG

                                             By:  /s/ Jeffrey A. Ruiz
                                             Name:    Jeffrey A. Ruiz
                                             Title:   Director

                                             By:  /s/ Pasquale Antolino
                                             Name:    Pasquale Antolino
                                             Title:   Assistant Vice President






                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Dated:  February 4, 2008






                                             RREEF America L.L.C.

                                             By:  /s/ Peter Pages
                                             Name:    Peter Pages
                                             Title:   Vice President









                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Dated:  February 4, 2008






                                             Deutsche Bank Trust Corp. Americas

                                             By:  /s/ Jeffrey A. Ruiz
                                             Name:    Jeffrey A. Ruiz
                                             Title:   Director












                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Dated:  February 4, 2008






                                       Deutsche Investment Management Americas

                                       By:  /s/ Jeffrey A. Ruiz
                                       Name:    Jeffrey A. Ruiz
                                       Title:   Director