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<SEC-DOCUMENT>0000902664-98-000263.txt : 19980916
<SEC-HEADER>0000902664-98-000263.hdr.sgml : 19980916
ACCESSION NUMBER:		0000902664-98-000263
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		19980915
SROS:			NYSE
GROUP MEMBERS:		FIVE ARROWS REALTY SECURITIES L L C
GROUP MEMBERS:		FIVE ARROWS REALTY SECURITIES L.L.C.
GROUP MEMBERS:		ROTHSCHILD REALTY INVESTORS II L.L.C.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACADIA REALTY TRUST
		CENTRAL INDEX KEY:			0000899629
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				232715194
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		
		SEC FILE NUMBER:	005-44442
		FILM NUMBER:		98709931

	BUSINESS ADDRESS:	
		STREET 1:		20 SOUNDVIEW MARKETPLACE
		STREET 2:		PO BOX 1679
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050
		BUSINESS PHONE:		5167678830

	MAIL ADDRESS:	
		STREET 1:		600 THIRD AVE
		STREET 2:		PO BOX 1679
		CITY:			KINGSTON
		STATE:			PA
		ZIP:			18704

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MARK CENTERS TRUST
		DATE OF NAME CHANGE:	19930329

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIVE ARROWS REALTY SECURITIES L L C
		CENTRAL INDEX KEY:			0001021505
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		1251 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020
		BUSINESS PHONE:		2124033500

	MAIL ADDRESS:	
		STREET 1:		1251 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<DESCRIPTION>SCHEDULE 13D
<TEXT>



                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                         ______________________

                              SCHEDULE 13D

           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                               RULE 13d-2(a)
                             (Amendment No. )

                           Acadia Realty Trust
                            (Name of Issuer)

         Common Shares of Beneficial Interest, Par Value .001 Par Value
                     (Title of Class of Securities)

                               004239 10 9
                             (CUSIP Number)

                           Mr. Matthew W. Kaplan 
                           Rothschild Realty Inc.
                         1251 Avenue of the Americas
                          New York, New York  10020
                              (212) 403-3500
              (Name, address and telephone number of person
             authorized to receive notices and communications)

                           September 8,1998
         (Date of event which requires filing of this statement)
                         ______________________

          If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box  [ ].


                              Page 1 of 8 Pages
                                     <PAGE


                                      13D
CUSIP No. 004239 10 9                                     Pages 2 of 8 Pages
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON        Five Arrows Realty Securities L.L.C.
          I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON (ENTITIES ONLY)
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [X] 
                                                                    (b)  [ ]
_____________________________________________________________________________
     (3)  SEC USE ONLY 
_____________________________________________________________________________
     (4)  SOURCE OF FUNDS 
                  WC              
_____________________________________________________________________________
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS 
          REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                        [ ] 
_____________________________________________________________________________
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION        Delaware
_____________________________________________________________________________
NUMBER OF      (7)  SOLE VOTING POWER  -0-                      
SHARES         ______________________________________________________________
BENEFICIALLY   (8)  SHARED VOTING POWER  2,931,667 (fn1)
OWNED BY       ______________________________________________________________
EACH           (9)  SOLE DISPOSITIVE POWER  -0-                  
REPORTING      ______________________________________________________________
PERSON WITH    (10) SHARED DISPOSITIVE POWER  2,931,667 (fn1)
_____________________________________________________________________________
      (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
            BY EACH REPORTING PERSON                       
_____________________________________________________________________________
      (12)  CHECK BOX IF THE AGGREGATE AMOUNT 
            IN ROW (11) EXCLUDES CERTAIN SHARES **                       [ ] 
_____________________________________________________________________________
      (13)  PERCENT OF CLASS REPRESENTED 
            BY AMOUNT IN ROW (11)  11.5% (fn1)             
_____________________________________________________________________________
      (14)  TYPE OF REPORTING PERSON 
                  OO
_____________________________________________________________________________
                    ** SEE INSTRUCTIONS BEFORE FILLING OUT!
fn(1) Includes 2,266,667 shares (representing 8.9% of the outstanding shares 
of Common Stock) that are reported in the statement on Schedule 13D, filed on 
September 15, 1998, of RD Properties, L.P. VI, RD Properties, L.P. VIA, RD 
Properties VIB (the "Partnership"), RD New York VI, LLC, Yale University, Yale 
University Retirement Plan for Staff Employees, Carnegie Corporation, the 
Vanderbilt University, TRW Master Trust, Harvard Private Capital Realty, Inc., 
Charlesbank Capital Partners, LLC, the Board of Trustees of the Leland 
Stanford Junior University, Howard Hughes Medical Institute, Five Arrows 
Realty Securities L.L.C., Rothschild Realty Investors II L.L.C., Ross Dworman 
and Kenneth F. Bernstein (the "Group Schedule 13D").
                              Page 2 of 8 Pages
                                     <PAGE


                                      13D
CUSIP No. 004239 10 9                                     Pages 3 of 8 Pages
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON       Rothschild Realty Investors II L.L.C.
          I.R.S. IDENTIFICATION NO.
          OF ABOVE PERSON (ENTITIES ONLY)
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [X] 
                                                                    (b)  [ ]
_____________________________________________________________________________
     (3)  SEC USE ONLY 
_____________________________________________________________________________
     (4)  SOURCE OF FUNDS 
                  WC              
_____________________________________________________________________________
     (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS 
          REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                        [ ] 
_____________________________________________________________________________
     (6)  CITIZENSHIP OR PLACE OF ORGANIZATION        Delaware
_____________________________________________________________________________
NUMBER OF      (7)  SOLE VOTING POWER  -0-       
SHARES         ______________________________________________________________
BENEFICIALLY   (8)  SHARED VOTING POWER  2,931,667 (fn1)
OWNED BY       ______________________________________________________________
EACH           (9)  SOLE DISPOSITIVE POWER  -0-
REPORTING      ______________________________________________________________
PERSON WITH    (10) SHARED DISPOSITIVE POWER  2,931,667 (fn1)
_____________________________________________________________________________
      (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED
            BY EACH REPORTING PERSON          
_____________________________________________________________________________
      (12)  CHECK BOX IF THE AGGREGATE AMOUNT 
            IN ROW (11) EXCLUDES CERTAIN SHARES**                       [ ] 
_____________________________________________________________________________
      (13)  PERCENT OF CLASS REPRESENTED 
            BY AMOUNT IN ROW (11)  11.5% (fn1)         
_____________________________________________________________________________
       (14)  TYPE OF REPORTING PERSON 
                  OO
_____________________________________________________________________________
                    ** SEE INSTRUCTIONS BEFORE FILLING OUT!
fn(1) Includes 2,266,667 shares (representing 8.9% of the outstanding shares 
of Common Stock) that are reported in the statement on Schedule 13D, filed on 
September 15, 1998, of RD Properties, L.P. VI, RD Properties, L.P. VIA, RD 
Properties VIB (the "Partnership"), RD New York VI, LLC, Yale University, Yale 
University Retirement Plan for Staff Employees, Carnegie Corporation, the 
Vanderbilt University, TRW Master Trust, Harvard Private Capital Realty, Inc., 
Charlesbank Capital Partners, LLC, the Board of Trustees of the Leland 
Stanford Junior University, Howard Hughes Medical Institute, Five Arrows 
Realty Securities L.L.C., Rothschild Realty Investors II L.L.C., Ross Dworman 
and Kenneth F. Bernstein (the "Group Schedule 13D").
                              Page 3 of 8 Pages
                                     <PAGE>
Item 1.   Security and Issuer

            This statement on Schedule 13D ("Schedule 13D") is being filed 
with respect to the common shares of beneficial interest, par value $.001 per 
share (the "Common Stock"), of Acadia Realty Trust, Inc. (formerly known as 
Mark Centers Trust), a Maryland real estate investment trust (the "Trust"), 
whose principal executive offices are located at 805 Third Avenue, 9th Floor, 
New York, New York 10022.


Item 2.   Identity and Background

          (a)  This Schedule 13D is being filed on behalf of (i) Five Arrows 
Realty Securities L.L.C., a Delaware limited liability company ("Five Arrows")
and (ii) Rothschild Realty Investors II L.L.C., a Delaware limited liability 
company and sole Managing Member of Five Arrows ("Rothschild").

          The reporting entities are making a joint filing pursuant to Rule 
13d-1(k) because, by reason of the relationship as described herein, they may
be deemed to be a "group" within the meaning of Section 13(d)(3) with respect
to acquiring, holding and disposing of shares of Common Stock.

          (b)  The business address of each of the Five Arrows and Rothschild 
is 1251 Avenue of the Americas, New York, New York 10020.

          (c)  Five Arrows is a private investment limited liability company. 
The principal occupation of Rothschild is acting as managing member of Five 
Arrows.  The current Managers of Rothschild are John D. McGurck, Matthew W.
Kaplan, James E. Quigley, 3rd, and D. Pike Aloian.

          (d)  Neither of Five Arrows or Rothschild has, during the last five 
years, been convicted in a criminal proceeding (excluding traffic violations 
or similar misdemeanors).

          (e)  Neither Five Arrows or Rothschild has, during the last five 
years, been a party to a civil proceeding of a judicial or administrative body 
of competent jurisdiction and as result of such proceeding was or is subject 
to a judgment decree or final order enjoining future violations of, or 
prohibiting or mandating activities subject to, federal or state securities 
laws or a finding of any violation with respect to such laws.

                              Page 4 of 8 Pages
                                     <PAGE


Item 3.   Source and Amount of Funds or Other Consideration

          The source of funds for the purchases reported by Five Arrows herein 
was Five Arrow's capital.  The total amount of funds used by Five Arrows to 
purchase the 665,000 shares of Commons Stock reported herein was 
$3,626,209.22.


Item 4.   Purpose of Transaction

          The purpose of the acquisition of the shares of Common Stock by Five 
Arrows reported herein is for investment.  The purchase of the shares of 
Common Stock reported herein was effected on the New York Stock Exchange.  

          Five Arrows intends to review its holdings with respect to the Trust 
on a continuing basis.  Depending on Five Arrows' evaluation of the Trust's 
business and prospects, and upon future developments (including, but not 
limited to, market prices of the shares of Common Stock and availability and 
alternative uses of funds; as well as conditions in the securities markets and 
general economic and industry conditions), Five Arrows may acquire other 
securities of the Trust; sell all or a portion of its shares of Common Stock 
or other securities of the Trust, now owned or hereafter acquired.  Any such 
acquisition of additional securities of the Trust or disposition of the shares 
of Common Stock reported herein are not subject to the transfer restrictions 
or other agreements to which the shares of Common Stock beneficially owned by 
Five Arrows reported in the Group Schedule 13D are subject.

          Other than as described above, Five Arrows has no present plans or 
proposals which relate to, or would result in, any of the matters enumerated 
in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Five 
Arrows may, at any time and from time to time, review or reconsider its 
position with respect to the Trust, and formulate plans or proposals with 
respect to any such matters.




                              Page 5 of 8 Pages
                                     <PAGE


Item 5.   Interest in Securities of the Issuer

            (a) As of the close of business on September 15, 1998, Five Arrows
owned, within the meaning of Rule 13d-3 under the Exchange Act, 2,931,667
shares of Common Stock of which 2,266,667 shares are reported in the Group 
Schedule 13D and 665,000 shares are reported herein.  Five Arrows beneficially 
owns 11.5% of the issued and outstanding shares of Common Stock (based on 
25,419,215 shares of Common Stock outstanding as of September 3,1998) of which 
8.9% is reported in the Group Schedule 13D and 2.6% is reported herein.  
Rothschild, as sole managing member of Five Arrows, may be deemed the 
beneficial owner of the 2,931,667 shares of Common Stock held by Five Arrows.

          (b) Five Arrows has the sole power to vote and dispose of the 
shares of Common Stock owned by it reported herein, which power may be 
exercised by Rothschild. 

          (c) As reported in the Group 13D, 16,061,238 shares of Common Stock 
were purchased pursuant to the Contribution and Share Purchase Agreement, 
dated as of April 15, 1998, among the Trust, Mark Centers Limited Partnership 
and certain entities affiliated with RD Capital, Inc. including the 
Partnership.  As a result of such transaction, Five Arrows acquired 2,266,667 
shares of Common Stock.  In consideration for the 2,266,667 shares of Common 
Stock, Five Arrows paid $7.50 per share for a total of $17,000,002.50.

          On September 3, 1998, Five Arrows, in open market purchases, 
purchased 136,000 shares of Common Stock (representing 0.5% of the shares of 
Common Stock outstanding)at an average per share price of $5.50 for a total of 
$748,000.

          On September 4, 1998, Five Arrows, in open market purchases, 
purchased 105,700 shares of Common Stock (representing 0.4% of the shares of 
Common Stock outstanding) at an average per share price of $5.744 for a total 
of $607,104.80.

          On September 8, 1998, Five Arrows, in open market purchases, 
purchased 50,000 shares of Common Stock (representing 0.2% of the shares of 
Common Stock outstanding) at an average per share price of $5.875 for a total 
of $293,750.

          On September 9, 1998, Five Arrows, in open market purchases, 
purchased 5,000 shares of Common Stock at an average per share price of $5.625 
for a total of $28,125.

          On September 10, 1998, Five Arrows, in open market purchases, 
purchased 93,300 shares of Common Stock (representing 0.3% of the shares of 
Common Stock outstanding) at an average per share price of $5.417 for a total 
of $505,443.42.

                              Page 6 of 8 Pages
                                     <PAGE>


          On September 14, 1998, Five Arrows, in open market purchases, 
purchased 25,000 shares of Common Stock (representing 0.1% of the shares of 
Common Stock outstanding) at an average per share price of $5.25 for a total 
of $131,250.

           On September 15, 1998, Five Arrows, in open market purchases, 
purchased 250,000 shares of Common Stock (representing 1.0% of the shares of 
Common Stock outstanding) at an average per share price of $5.25 for a total 
of $1,312,500.

     (d) Not applicable.
     (e) Not applicable.

ITEM 6.  Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer


     The shares of Common Stock reported herein are not subject to any of the 
contractual arrangements disclosed in the Group Schedule 13D, and there are no 
contracts, understandings or relationships (legal or otherwise) among the 
persons named in Item 2 hereof and between such persons or any person with 
respect to any securities of the Trust, including but not limited to transfer 
or voting of any of the Common Stock, finder's fees, joint ventures, loan or 
option arrangements, puts or calls, guarantees of profits, division of profits 
or loss, or the giving or withholding of proxies.

     However, as reported in the Group Schedule 13D, 2,266,667 shares of 
Common Stock, representing 8.9% of the issued and outstanding shares of Common 
Stock beneficially owned by Five Arrows, are subject to certain contractual 
arrangements that include the granting to Five Arrows by the general partner 
of the Partnership a proxy to exercise all of the voting rights of a 
shareholders of the Trust owned by the Partnership which would otherwise be 
distributable to Five Arrows if the Partnership were liquidated and certain 
restrictions on transfer.

                              Page 7 of 8 Pages
                                     <PAGE


ITEM 7.  Material To Be Filed As Exhibits

Exhibit Number                       Description

99.1                                 Joint Acquisition Statement, as required 
                                     by Rule 13d-1(f)(1) of the Securities Act
                                     of 1934.


                              SIGNATURE

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

Dated:  September 15, 1998



                                    FIVE ARROWS REALTY SECURITIES L.L.C.

                                    By:  /s/ Matthew W. Kaplan
                                         ________________________
                                         Matthew W. Kaplan
                                         Manager

                                    ROTHSCHILD REALTY INVESTORS II L.L.C.
				
                                    By:  /s/ Matthew W. Kaplan
                                         ________________________
                                         Matthew W. Kaplan
                                         Senior Vice President
                                                                               



                              Page 8 of 8 Pages
                                     <PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

EXHIBIT 99.1

                     JOINT ACQUISITION STATEMENT
                     PURSUANT TO RULE 13D-1(k)1
                                  
     The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, as amended, is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on
Schedule 13D, as amended, shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint
acquisition statements.  The undersigned acknowledge that each shall
be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.

Dated:  September 15, 1998


                                    FIVE ARROWS REALTY SECURITIES L.L.C.

                                    By:  /s/ Matthew W. Kaplan
                                         ______________________
                                         Matthew W. Kaplan
                                         Manager

                                    ROTHSCHILD REALTY INVESTORS II L.L.C.
				
                                    By:  /s/ Matthew W. Kaplan
                                         ________________________
                                         Matthew W. Kaplan
                                         Senior Vice President


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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