8-K

UNITED STATES
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): December 22, 2004

ARCHSTONE-SMITH OPERATING TRUST

(Exact name of registrant as specified in charter)

Maryland
(State or other jurisdiction
of Incorporation) 1-10272
(Commission File Number) 74-6056896
(I.R.S. Employer Identification
No.)

9200 E. Panorama Circle, Suite 400, Englewood, Colorado	80112
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s Telephone Number, including Area Code): (303) 708-5959

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 7.01 REGULATION FD DISCLOSURE

On December 28, 2004, Archstone-Smith sent a letter to its shareholders in connection with the payment of a special dividend. A copy of the letter is attached as Exhibit 99.1 and is incorporated herein by reference.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Trust has duly caused this report to be filed on its behalf by the undersigned thereunto duly authorized.

	ARCHSTONE-SMITH OPERATING TRUST
	By:	/s/ Thomas S. Reif
Dated: December 28, 2004		Name: Thomas S. Reif Title: Vice President and Assistant General Counsel

INDEX TO EXHIBITS

Exhibit 99.1 Letter to Shareholders.

EX-99.1

To my fellow shareholders,

As most of you know, in 1995 we made a strategic decision to reposition our company from owning apartments in commodity markets, those with minimal barriers to entry, to our current core markets, markets in which it is exceptionally difficult to build new apartment communities. This transformation is now substantially complete, as 90% of our current portfolio is concentrated in these core markets.

Now that we have such an outstanding portfolio, we are able to focus on making our portfolio even better each year by selling non-strategic assets at very attractive prices. Due to the unique quality of our assets and locations, we are not only selling our assets to other apartment investors, but are also selling to condominium converters who are converting our rental apartments into for-sale housing. In 2004 alone, we expect to sell approximately $1.4 billion of assets and purchase over $850 million of assets. Most of these acquisitions have been accretive because of the exceptional compelling sales price we are achieving, and should further enhance our long-term growth rate.

As we announced in our December 15^th press release, we recently sold $596 million of non-core assets to condominium converters at capitalization rates of less than 4%, which produced extraordinarily attractive pricing for us. The enclosed check, representing a special dividend of $1.00 per share, serves as an excellent confirmation of the value creation embedded in our remaining core portfolio, which we believe will become even more visible in the years ahead.

We thank you for your continued support.

Sincerely,

R. Scot Sellers
Chairman and CEO