8-K

 
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K

                                Current Report

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported)   July 7, 1998

                          ARCHSTONE COMMUNITIES TRUST
              (formerly known as Security Capital Pacific Trust)
            (Exact Name of Registrant as Specified in its Charter)

                                   Maryland
                (State or Other Jurisdiction of Incorporation)

                  1-10272                               74-6056896
          (Commission File Number)          (I.R.S. Employer Identification No.)
 
7670 South Chester Street, Englewood, Colorado             80112
   (Address of Principal Executive Offices)              (Zip Code)

                                (303) 708-5959
             (Registrant's Telephone Number, Including Area Code)

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Item 2.  Acquisition or Disposition of Assets

     Effective July 7, 1998, Security Capital Atlantic Incorporated, a Maryland
corporation ("ATLANTIC"), merged with and into Security Capital Pacific Trust, a
Maryland real estate investment trust ("PTR"), with PTR continuing its existence
under the name "Archstone Communities Trust."

Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits.


     (a)  Financial Statements of Business Acquired

          Incorporated by reference to ATLANTIC's Annual Report on Form 10-K for
          the year ended December 31, 1997 and ATLANTIC's Quarterly Report on
          Form 10-Q for the quarter ended March 31, 1998

     (b)  Pro Forma Financial Information

          Incorporated by reference to pages F-1 through F-11 of PTR's 
          Registration Statement on Form S-4 (File No. 333-51139).

     (c)  Exhibits

          15.1  Letter from Ernst & Young LLP regarding unaudited interim 
                financial information.
  
          23.1  Consent of Ernst & Young LLP.

 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       ARCHSTONE COMMUNITIES TRUST

Dated: July 9, 1998

                                       /s/ Jeffrey A. Klopf
                                       -----------------------------------------
                                       Jeffrey A. Klopf
                                       Secretary

EX-15.1

 
 
                                                                    Exhibit 15.1


July 10, 1998
Board of Directors and Shareholders
Archstone Communities Trust

We are aware of the incorporation by reference in the registration statements on
Form S-8 (No. 333-31031, 333-31033, 333-31405 and 333-43723) and in the
registration statements on Form S-3 (No. 333-44639, 333-42283 and 333-24035) of
Archstone Communities Trust (Archstone) (formerly known as Security Capital
Pacific Trust) of our report dated May 1, 1998, relating to the unaudited
condensed interim financial statements of Security Capital Atlantic Incorporated
(ATLANTIC) that are included in ATLANTIC's Form 10Q for the quarter 
ended March 31, 1998, which is incorporated by reference in Archstone's
Current Report on Form 8-K dated July 7, 1998 filed with the Securities and
Exchange Commission.

Pursuant to Rule 435(c) of the Securities Act of 1933 our report is not a part 
of the registration statements prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.

                                                         /s/ Ernst & Young LLP
                                                             ERNST & YOUNG LLP

EX-23.1

 
                                                                    Exhibit 23.1

                        Consent of Independent Auditors


We consent to the incorporation by reference in the registration statements on 
Form S-8 (No. 333-31031, 333-31033, 333-31405 and 333-43723) and in the 
registration statements on Form S-3 (No. 333-44639, 333-42283 and 333-24035) of 
Archstone Communities Trust (Archstone) (formerly known as Security Capital 
Pacific Trust) of our report dated January 27, 1998, with respect to the 
financial statements and schedule of Security Capital Atlantic Incorporated 
(ATLANTIC) included in ATLANTIC's Annual Report (Form 10K) for the year ended 
December 31, 1997, which is incorporated by reference in Archstone's Current 
Report on Form 8-K dated July 7, 1998 filed with the Securities and Exchange 
Commission.

                                                     /s/ Ernst & Young LLP
                                                         ERNST & YOUNG LLP

Dallas, Texas
July 10, 1998