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): July 1011, 2006

ARCHSTONE-SMITH OPERATING TRUST

(Exact name of registrant as specified in charter)

(Exact name of registrant as specified in charter)


Maryland	1-10272	90-0042860

(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Maryland (State or other jurisdiction of Incorporation) 1-10272 (Commission File Number) 90-0042860 (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.)

(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 8.01 OTHER EVENTS ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS SIGNATURES Exhibit Index Letter from KPMG LLP Consent of KPMG LLP


	ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
	ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
	ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
Underwriting Agreement
Third Supplemental Indenture
Form of 4.00% Note Due 2036
Opinion of Mayer, Brown, Rowe & Maw LLP regarding the legality of the Notes
Opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters
Registration Right Agreement
Letter Agreement

~~TABLE~~ITEM OF1.01. ~~CONTENTS~~ ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

~~ITEM~~ On 8July 11, 2006, Archstone-Smith Operating Trust (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Archstone-Smith Trust (“Trust”), Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, as representatives of the other underwriters named therein (collectively, the “Underwriters”), in connection with a public offering (the “Offering”) of $575,000,000 aggregate principal amount of the Company’s 4.00% Exchangeable Senior Notes due 2036 (the “Notes”). The Notes will bear interest at a rate of 4.00% per year and accrue interest from July 14, 2006. Interest on the Notes is payable semi-annually on July 15 and January 15 of each year, beginning on January 15, 2007. The Notes will mature on July 15, 2036. The Notes are exchangeable for common shares, par value $0.01 ~~OTHER~~per ~~EVENTS~~share (“Common Shares”), of the Trust in accordance with the terms of the Notes. The closing of the Offering occurred on July 14, 2006.

~~Archstone-Smith~~In ~~Operating~~connection ~~Trust~~with the Offering, athe ~~Maryland~~Company ~~real~~and ~~estate~~the ~~investment~~Trust ~~trust,~~have ~~herewith~~entered ~~files~~into ~~the~~a Registration ~~letter~~Rights ofAgreement ~~KPMG~~and ~~LLP~~a ~~and~~Letter Agreement relating to the ~~consent~~issuance ofand ~~KPMG~~registration ~~LLP~~of ~~attached~~Common ~~hereto~~Shares upon asthe ~~Exhibit~~exchange ~~15.1~~of ~~and~~the ~~Exhibit 23~~Notes.1.

~~ITEM~~ A 9copy of the Underwriting Agreement, the Registration Rights Agreement and the Letter Agreement are filed as Exhibit 1.011, Exhibit 10.1 ~~FINANCIAL~~and ~~STATEMENTS~~Exhibit 10.2, ~~AND~~respectively, ~~EXHIBITS~~to this Current Report on Form 8-K and are incorporated herein by reference.

Affiliates of certain of the Underwriters have participated in the Company’s credit facilities. In addition, certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company for which they received or will receive customary fees and expenses.


ITEM 2.03.		CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On July 14, 2006, the Company completed the Offering of the Notes. The Notes are effectively subordinated to the debts and liabilities of the Company’s subsidiaries.


ITEM 3.03.		MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

In connection with the sale of the Notes, the Company executed a Third Supplemental Indenture. A copy of the Third Supplemental Indenture has been filed as Exhibit 4.1 to this form 8-K and is hereby incorporated by reference.


ITEM 9.01.		FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

Exhibit 15.1 Letter from KPMG LLP


Exhibit 1.1		Underwriting Agreement

Exhibit 4.1		Third Supplemental Indenture

Exhibit 23.1 Consent of KPMG LLP


Exhibit 4.2		Form of 4.00% Note due 2036

Exhibit 5.1		Opinion of Mayer, Brown, Rowe & Maw LLP regarding the legality of the Notes

Exhibit 8.1		Opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters

Exhibit 10.1		Registration Rights Agreement, dated as of July 14, 2006, by and between Archstone-Smith Trust and Archstone-Smith Operating Trust

Exhibit 10.2		Letter Agreement, dated as of July 14, 2006, by and between Archstone-Smith Trust and Archstone-Smith Operating Trust

Exhibit 23.1		Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 5.1 and Exhibit 8.1)

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: July 10, 2006		Name:	Thomas S. Reif
Dated: July 17, 2006		Name:	Thomas S. Reif
		Title:	Group Vice President and Assistant General Counsel

~~Exhibit Index~~EXHIBIT INDEX

Exhibit No.		Description
No.		Description
15.1		Letter from KPMG LLP
Exhibit 1.1		Underwriting Agreement
23.1		Consent of KPMG LLP
Exhibit 4.1		Third Supplemental Indenture
Exhibit 4.2		Form of 4.00% Note due 2036
Exhibit 5.1		Opinion of Mayer, Brown, Rowe & Maw LLP regarding the legality of the Notes
Exhibit 8.1		Opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters
Exhibit 10.1		Registration Rights Agreement, dated as of July 14, 2006, by and between Archstone-Smith Trust and Archstone-Smith Operating Trust
Exhibit 10.2		Letter Agreement, dated as of July 14, 2006, by and between Archstone-Smith Trust and Archstone-Smith Operating Trust
Exhibit 23.1		Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 5.1 and Exhibit 8.1)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · ARCHSTONE