Archstone Smith Trust - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * GERARDI ERNEST A JR	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)
(Last)          (First)          (Middle) 9200 E. PANORAMA CIRCLE, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 10/5/2007
(Street) ENGLEWOOD, CO 80112 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	10/5/2007		D		104785   (1)	D	$60.75	0	D
Common Shares of Beneficial Interest	10/5/2007		D		49375   (2)	D	$60.75	0	I	Held by Spouse

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Class A-1 Common Units of Archstone-Smith Operating Trust	(3)	10/5/2007		D			51350	(3)	(3)	Common Shares	51350	(3)	0	D
Dividend Equivalent Units	(4)	10/5/2007		D			179	(4)	(4)	Common Shares	179	(4)	0	D

Explanation of Responses:
( 1)	Direct total includes 100,786 common shares and 3,999 Restricted Stock Units, all of which were disposed of pursuant to a merger agreement between Issuer, affiliates of Tishman Speyer Real Estate Venture VII L.P. and Lehman Brothers Holdings Inc. (the "Merger Agreement"), and cancelled in exchange for a cash payment of $60.75 per share.
( 2)	Indirectly-held shares disposed of pursuant to the Merger Agreement, and cancelled in exchange for the cash merger consideration of $60.75 per share.
( 3)	Represents Class A-1 Common Units of Archstone-Smith Operating Trust ("ASOT"), which, pursuant to ASOT's Declaration of Trust, have no expiration date and are redeemable for cash or, at the Issuer's option, common shares on a 1 for 1 basis. Pursuant to the Merger Agreement and at the election of the unitholder, such units were cancelled in exchange for a cash payment of $60.75 per unit.
( 4)	Represents outstanding Dividend Equivalent Units ("DEUs") awarded under Issuer's Equity Plan for Outside Trustees. DEUs 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. DEUs have no expiration date. Pursuant to the Merger Agreement all DEUs became fully vested at the time of the merger and were cancelled in exchange for a cash payment of $60.75 per unit.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GERARDI ERNEST A JR 9200 E. PANORAMA CIRCLE SUITE 400 ENGLEWOOD, CO 80112	X

Signatures
Thomas S. Reif, Attorney-in-Fact on behalf of Ernest A. Gerardi, Jr.		10/5/2007
** 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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