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^*

GERARDI ERNEST A JR

(Last)

(First)

(Middle)

9200 E. PANORAMA CIRCLE

SUITE 400

(Street)

ENGLEWOOD

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2004

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	02/25/2004		M		43,565	A	$28.0085	138,121	D
Common Shares of Beneficial Interest	02/25/2004		S		43,565	D	$28.0085	94,556	D
Common Shares of Beneficial Interest	02/26/2004		M		488,400	A	$28.002	582,956	D
Common Shares of Beneficial Interest	02/26/2004		S		488,400	D	$28.002	94,556⁽¹⁾	D
Common Shares of Beneficial Interest								49,532	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	$28.0085	02/25/2004		M			43,565	08/08/1988⁽³⁾	08/08/1988⁽⁴⁾	Common Shares	43,565	$28.0085	561,352	D
Option-to-Buy	$28.002	02/26/2004		M			488,400	08/08/1988⁽³⁾	08/08/1988⁽⁴⁾	Common Shares	488,400	$28.002	72,952	D

Explanation of Responses:

1. Direct total includes 7,471 Restricted Share Units issued pursuant to Issuer's Equity Plan for Outside Trustees.

2. Indirect total includes 49,375 shares owned by spouse and 157 shares owned through the Archstone-Smith Trust 401(k) Plan.

3. Original rate of vest was 25% a year over 4 years. Due to merger between Charles E. Smith Residential Realty, Inc. and Archstone Communities Trust, unvested options 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. Expiration dates of option grants range from 12/16/07 to 2/5/12.

	Erin McMahon, Attorney-in-Fact on behalf of Ernest A. Gerardi, Jr.	02/27/2004
	** 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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