~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): May 29, 2007

~~Pursuant~~ARCHSTONE-SMITH toOPERATING ~~Section 13 OR 15(d) of~~TRUST

~~The~~(Exact ~~Securities~~name ~~Exchange~~of ~~Act~~registrant ofas ~~1934~~ specified in its charter)

~~Date~~Maryland of(State ~~Report~~or ~~(Date~~other jurisdiction of ~~earliest~~incorporation) ~~event~~1-10272 ~~reported~~(Commission File Number): ~~July 11,~~90-0042860 ~~2006~~ (I.R.S. Employer Identification Number)

~~ARCHSTONE-SMITH~~9200 ~~OPERATING~~E. ~~TRUST~~ Panorama Circle, Suite 400, Englewood, CO (Address of principal executive offices) 80112 (Zip Code)

Maryland		1-10272		90-0042860
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Registrant’s telephone number, including area code:
(303) 708-5959

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

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

~~(Registrant’s~~Check ~~Telephone~~the ~~Number,~~appropriate ~~including~~box ~~Area~~below ~~Code):~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~303~~see General Instruction A.2. below) ~~708-5959~~:

~~N/A (Former~~x ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~425 ~~since~~under ~~last~~the ~~report~~Securities Act (17 CFR 230.425)

~~Check~~o ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):

o ~~Written~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

o ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

oItem 8.01. ~~Pre-commencement~~Other ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Events.~~14d-2(b))~~

o On ~~Pre~~May 29, 2007, Archstone-~~commencement~~Smith ~~communications~~Trust (“Archstone-Smith”), the sole trustee of Archstone-Smith Operating Trust, issued a press release announcing that it had executed a definitive merger agreement pursuant to ~~Rule~~which ~~13e-4(c)~~a ~~under~~partnership ~~the~~sponsored ~~Exchange~~by ~~Act~~Tishman Speyer and Lehman Brothers (17including ~~CFR~~its ~~240~~Private Equity Group) will acquire Archstone-Smith.~~13e~~ A copy of Archstone-~~4(c))~~Smith’s press release is attached as Exhibit 99.1.

~~TABLE~~Item 9.01. OFFinancial ~~CONTENTS~~Statements and Exhibits.

	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

(a) Not applicable.

~~Table~~(b) Not ~~of Contents~~applicable.

~~ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.~~(c) Exhibits

On July 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~~exhibits ~~will~~required ~~bear~~by ~~interest~~this atitem aare ~~rate~~set offorth ~~4.00% per year and accrue interest from July 14, 2006. Interest~~ on the ~~Notes is payable semi-annually on July~~Exhibit 15Index ~~and January~~attached ~~15 of each year, beginning on January 15, 2007~~hereto. ~~The Notes will mature on July 15, 2036. The Notes~~ ~~are exchangeable for common shares, par value $0.01 per share (“Common Shares”), of the Trust in accordance with the terms of the Notes. The closing of the Offering occurred on July 14, 2006.~~

~~In connection with the Offering, the Company and the Trust have entered into a Registration~~SIGNATURE ~~Rights Agreement and a Letter Agreement relating to the issuance and registration of Common Shares upon the exchange of the Notes.~~

APursuant ~~copy~~to of the ~~Underwriting~~requirements ~~Agreement,~~of the ~~Registration~~Securities ~~Rights~~Exchange ~~Agreement~~Act ~~and~~of 1934, the ~~Letter Agreement~~Registrant ~~are~~has ~~filed~~duly caused asthis ~~Exhibit 1.1,~~report ~~Exhibit 10.1 and Exhibit 10.2, respectively,~~ to ~~this~~be ~~Current Report~~signed on ~~Form~~its ~~8-K~~behalf ~~and~~by ~~are~~the ~~incorporated~~undersigned ~~herein~~hereunto byduly ~~reference~~authorized.

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.


	ARCHSTONE-SMITH OPERATING TRUST
Date: May 29, 2007	By:	/s/ Thomas S. Reif
		Thomas S. Reif
		Group Vice President and Associate General Counsel

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

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.



Exhibit
Number		Description

99.1		Press release dated May 29, 2007 issued by Archstone-Smith Trust.

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 1.1		Underwriting Agreement
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)

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

EXHIBIT INDEX

No.		Description
Exhibit 1.1		Underwriting Agreement
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)

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