EXHIBIT 2.1(f)

                                   EXHIBIT F
                                   ---------
                             ARTICLES OF AMENDMENT
                   AMENDED AND RESTATED DECLARATION OF TRUST
                        OF ARCHSTONE COMMUNITIES TRUST


          The undersigned, being an officer duly authorized by unanimous vote of
the Trustees of Archstone Communities Trust, a Maryland real estate investment
trust (the "Trust"), does hereby certify pursuant the provisions of Article VI,
Section 1 of the Trust's Amended and Restated Declaration of Trust, as amended
and supplemented (the "Declaration of Trust"), and Section 8-501 of the
Corporations and Associations Article of the Annotated Code of Maryland, that
the Board of Trustees of the Trust has adopted a resolution declaring this
amendment to the declaration of trust as hereinafter set forth to be advisable
and that the shareholders of the Trust have approved such amendment by the
affirmative vote of at least a majority of all the votes entitled to be cast on
the matter.

          Therefore, the Declaration of Trust is hereby amended as follows:

          1.  The following provision is hereby added at the end of each of the
     following provisions of the Declaration of Trust; (i) Section (i)(ii) of
     Annex A to Article II, Section 2; (ii) Section (h)(ii) of Annex C to
     Article II, Section 3; and (i) Section 8(b) of the Articles Supplementary
     designating a Series of Shares of Beneficial Interest as Series D
     Cumulative Redeemable Preferred Shares of Beneficial Interest:

          "For purposes of the foregoing provisions, a "share exchange" means a
          transaction (including a forward or reverse triangular merger) in
          which an entity acquires all the issued or all the outstanding equity
          securities of one or more classes of another entity and which does not
          affect the existence of either entity, and the term "surviving entity"
          shall include the entity acquiring equity securities in a share
          exchange."

          The undersigned officer acknowledges these Articles of Amendment to be
the act of the Trust and, as to all other matters or facts required to be
verified under oath, that, to the best of his knowledge, information and belief,
these matters and facts are true in all material respects, and that this
statement is made under the penalties for perjury.


          IN WITNESS WHEREOF, the undersigned officer, duly authorized by a
majority of the Trustees, has executed these articles of amendment as of this
_______ day of _________, 2001.


                                    _________________________________
                                    Charles E. Mueller, Jr.
                                    Senior Vice President and
                                      Chief Financial Officer


ATTEST:



_________________________________
Caroline Brower
Secretary