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* MUELLER CHARLES E JR (Last) (First) (Middle) 9200 E. PANORAMA CIRCLE SUITE 400 (Street) ENGLEWOOD CO 80112 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ARCHSTONE SMITH TRUST [ ASN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer & EVP
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 Shares of Beneficial Interest	01/30/2004		F		1,159(1)	D	$27.43	78,015	D
Common Shares of Beneficial Interest	01/30/2004		D		891(2)	D	$27.43	77,124	D
Common Shares of Beneficial Interest	01/30/2004		I		3,508(3)	D	$27.43	73,616	D
Common Shares of Beneficial Interest	01/30/2004		M		492(4)	A	$27.43	74,108	D
Common Shares of Beneficial Interest	01/30/2004		F		74(5)	D	$27.43	74,034	D
Common Shares of Beneficial Interest	01/30/2004		D		61(2)	D	$27.43	73,973	D
Common Shares of Beneficial Interest	01/30/2004		I		246(3)	D	$27.43	73,727	D
Common Shares of Beneficial Interest	01/31/2004		M		6,808(4)	A	$27.43	80,535	D
Common Shares of Beneficial Interest	01/31/2004		F		2,082(5)	D	$27.43	78,453	D
Common Shares of Beneficial Interest	01/31/2004		D		1,702(2)	D	$27.43	76,751	D
Common Shares of Beneficial Interest	02/02/2004		S		970	D	$27.8	75,781	D
Common Shares of Beneficial Interest	02/02/2004		S		2,600	D	$27.79	73,181	D
Common Shares of Beneficial Interest	02/02/2004		S		1,300	D	$27.77	71,881	D
Common Shares of Beneficial Interest	02/02/2004		S		900	D	$27.79	70,981(6)	D
Common Shares of Beneficial Interest								1,586(7)	I	See footnote 7

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
Dividend Equivalent Units	$27.43	01/30/2004		M			492	08/08/1988(8)	08/08/1988(8)	Common Shares	492	$27.43	8,245	D
Dividend Equivalent Units	$27.43	01/31/2004		M			6,808	08/08/1988(8)	08/08/1988(8)	Common Shares	6,808	$27.43	1,437	D

Explanation of Responses:

1. Withholding of shares for payment of tax liability on the settlement of vested Restricted Stock Units issued in 2001 pursuant to Archstone-Smith Long-Term Incentive Plan.

2. Withholding of shares for payment of tax liability on the settlement.

3. Following vest the dollar value of Restricted Stock Units and associated Dividend Equivalent Units was transferred into the Archstone-Smith Deferred Compensation Plan.

4. Automatic conversion of vested Dividend Equivalent Units associated with Restricted Stock Units, pursuant to Archstone-Smith Long-Term Incentive Plan.

5. Withholding of shares for payment of tax liability on the settlement of vested Dividend Equivalent Units issued pursuant to Archstone-Smith Long-Term Incentive Plan.

6. Direct total includes 78,103 Restricted Stock Units awarded under Issuer's Long-Term Incentive Plan.

7. Indirect total includes 312 shares in the Archstone-Smith Trust Deferred Compensation Plan and 1,274 share units in the 401(k) program.

8. Dividend Equivalent Units accrue on certain option and Restricted Stock Unit grants and vest at the same rate as the underlying grant. Upon settlement DEUs convert to shares of ASN common stock on a 1 to 1 basis and are valued at that time. DEUs have no expiration date.

	Erin McMahon, Attorney-in-Fact on behalf of Charles E. Mueller, Jr.	02/03/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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