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* FREEMAN J LINDSAY (Last) (First) (Middle) C/O ARCHSTONE-SMITH TRUST 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) EVP & Chief Operating Officer
	3. Date of Earliest Transaction (Month/Day/Year) 01/01/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year) 01/05/2005	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	01/03/2005		M		107,007	A	$37.2339	211,963	D
Common Shares of Beneficial Interest	01/03/2005		S		81,983(9)	D	$37.2339	129,980(10)	D
Common Shares of Beneficial Interest								1,605	I	401k

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	$38.3	01/01/2005		A		11,667		08/08/1988(1)	08/08/1988(1)	Common Shares	11,667	$38.3	38,243	D
Option-to-Buy	$22.4375	01/03/2005		M			7,822	08/08/1988(2)	09/08/2007	Common Shares	7,833	$22.4375	0	D
Option-to-Buy	$20.5625	01/03/2005		M			19,452	08/08/1988(3)	08/10/2008	Common Shares	19,452	$20.5625	0	D
Option-to-Buy	$20.25	01/03/2005		M			14,814	08/08/1988(4)	12/14/2008	Common Shares	14,814	$20.25	0	D
Option-to-Buy	$19	01/03/2005		M			10,526	08/08/1988(5)	12/14/2009	Common Shares	10,526	$19	0	D
Option-to-Buy	$23.99	01/03/2005		M			14,213	08/08/1988(6)	12/04/2010	Common Shares	14,213	$23.99	0	D
Option-to-Buy	$25.72	01/03/2005		M			17,676	08/08/1988(7)	12/04/2011	Common Shares	17,676	$25.72	0	D
Option-to-Buy	$23.09	01/03/2005		M			22,504	08/08/1988(8)	12/03/2012	Common Shares	22,504	$23.09	22,503	D

Explanation of Responses:

1. Dividend Equivalent Units accrue on certain options and Restricted Stock Unit grants and vest at the same rate as the underlying grant. Upon settlement DEUs convert into shares of ASN common stock on a 1 to 1 basis, and their value is determined at that time. DEUs have no expiration date.

2. Option grant vested 25% a year over a 4 year period beginning on 9/8/99.

3. Option grant vested 25% a year over a 4 year period beginning on 8/10/99.

4. Option grant vested 25% a year over a 4 year period beginning on 12/14/99.

5. Option grant vested 25% a year over a 4 year period beginning on 12/4/00.

6. Option grant vested 25% a year over a 4 year period beginning on 12/4/01.

7. Option grant vested 25% a year over a 4 year period beginning on 12/4/02.

8. Option grant vested 33.33% a year over a 3 year period beginning on 12/3/03.

9. Sale of shares to cover exercise price and tax liablity only, remaining 25,024 shares were issued to Mr. Freeman.

10. Direct total includes 71,400 Restricted Stock Units awarded under Issuer's Long-Term Incentive Plan.

	Erin McMahon, Attorney-in-Fact on behalf of J. Lindsay Freeman	01/18/2005
	** 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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