SEC FORM 4

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

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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^*

KOGOD ROBERT P

(Last)

(First)

(Middle)

2345 CRYSTAL DR

SUITE 1100

(Street)

ARLINGTON

22202

(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
Officer (give title below)	X	Other (specify below)
		Trustee

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest	12/02/2004		M		8,868	A	$37.0601	701,085	D
Common Shares of Beneficial Interest	12/02/2004		M		43,697	A	$37.0601	744,782	D
Common Shares of Beneficial Interest	12/02/2004		S		52,565	D	$37.0601	692,217	D
Common Shares of Beneficial Interest	12/03/2004		M		88,400	A	$37.0042	780,617	D
Common Shares of Beneficial Interest	12/03/2004		S		88,400	D	$37.0042	692,217⁽¹⁾	D
Common Shares of Beneficial Interest								103,379	I	See footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option-to-Buy	$23.18	12/02/2004		M			8,868	08/08/1988⁽³⁾	02/05/2011	Common Shares	8,868	$23.18	88,400	D
Option-to-Buy	$25.05	12/02/2004		M			43,697	08/08/1988⁽⁴⁾	02/05/2012	Common Shares	43,697	$25.05	0	D
Option-to-Buy	$23.18	12/03/2004		M			88,400	08/08/1988⁽³⁾	02/05/2011	Common Shares	88,400	$23.18	0	D

Explanation of Responses:

1. Direct total includes 4,916 Restricted Stock Units award under Issuer's Long-Term Incentive Plan.

2. Includes 103,065 shares held by spouse and 14 shares in the Archstone-Smith Trust 401(k) Plan.

3. Original rate of vest for 2/5/01 grant was 25% a year over 4 years. Due to merger between Charles E. Smith Residential Realty, Inc. and Archstone Communities Trust, unvested optiosn vested and became exercisable as of 11/1/01, and converted into options to purchase Common Shares of Archstone-Smith Trust stock at a 1.975 conversion rate.

4. Options were granted on 2/5/02 and vested 33.33% a year over a 3 year period, beginning on 2/5/03.

	Erin McMahon, Attorney-in-Fact on behalf of Robert P. Kogod	12/04/2004
	** 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).
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