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                                                                     Exhibit 4.3

                          ARCHSTONE COMMUNITIES TRUST

                   SERIES F CUMULATIVE REDEEMABLE PREFERRED
                         SHARES OF BENEFICIAL INTEREST

                               ________________

                      Articles Supplementary Classifying
                and Designating a Series of Preferred Shares as
    Series F Cumulative Redeemable Preferred Shares of Beneficial Interest
    and Fixing Distribution and Other Preferences and Rights of Such Series


                                 __________________

          Archstone Communities Trust, a Maryland real estate investment trust
(the "Trust"), hereby certifies to the State Department of Assessments and
Taxation of Maryland pursuant to section 8-203(b) of the Corporations and
Associations Article of the Annotated Code of Maryland that:

          FIRST:  Pursuant to the authority granted and vested in the Board of
Trustees of the Trust (the "Board of Trustees") by Article II, Section 1 of the
Amended and Restated Declaration of Trust dated June 30, 1998, as amended (the
"Declaration of Trust"), the Board of Trustees has reclassified 800,000 unissued
Common Shares of Beneficial Interest of the Trust as Series F Cumulative
Redeemable Preferred Shares of Beneficial Interest, $1.00 par value per share
(the "Series F Preferred Shares").

          SECOND:  The following is a description of the Series F Preferred
Shares, including the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption thereof:

          Section 1.  Number of Shares and Designation.  This class of preferred
Shares shall be designated as Series F Cumulative Redeemable Preferred Shares of
Beneficial Interest ("Series F Preferred Shares") and the number of shares which
shall constitute such series shall be 800,000 Shares, par value $1.00 per Share.

          Section 2.  Definitions.  For purposes of the Series F Preferred
Shares, the following terms shall have the meanings indicated:

          "Board" shall mean the Board of Trustees or any committee authorized
     by the Board of Trustees to perform any of its duties or exercise any of
     its powers with respect to the Series F Preferred Shares.
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          "Business Day" shall mean any day other than a Saturday, Sunday or a
     day on which state or federally chartered banking institutions in New York
     City, New York are not required to be open.

          "Call Date" shall mean the date specified in the notice to holders
     required under Section 5 below as the Call Date.

          "Common Shares" shall mean the common shares of beneficial interest,
     par value $1.00 per share, of the Trust.

          "Dividend Payment Date" shall mean the 25th day of March, June,
     September and December in each year, commencing with the first such date to
     occur following the issuance of Series F Preferred Shares; provided,
     however, that if any Dividend Payment Date falls on any day other than a
     Business Day, the dividend payment due on such Dividend Payment Date shall
     be paid on the next succeeding Business Day.

          "Dividend Periods" shall mean quarterly dividend periods commencing on
     the 26th day of March, June, September and December of each year and ending
     on and including the day preceding the first day of the next succeeding
     Dividend Period.

          "Dividend Record Date" shall have the meaning set forth in Section 3.

          "Fully Junior Shares" shall mean the Common Shares and any other class
     or series of Shares of the Trust now or hereafter issued and outstanding to
     which the Series F Preferred Shares have preference or priority in both (i)
     the payment of dividends and (ii) the distribution of assets on any
     liquidation, dissolution or winding up of the Trust.

          "Junior Shares" shall mean the Common Shares and any other class or
     series of Shares of the Trust now or hereafter issued and outstanding to
     which the Series F Preferred Shares have preference or priority in either
     (i) the payment of dividends or (ii) the distribution of assets on any
     liquidation, dissolution or winding up of the Trust and, unless the context
     clearly indicates otherwise, shall include Fully Junior Shares.

          "Parity Shares" shall have the meaning set forth in Section 7.

          "Person" shall mean any individual, firm, partnership, corporation,
     real estate investment trust, limited liability company or other entity,
     and shall include any successor (by merger or otherwise) of such entity.

          "set apart for payment" shall be deemed to include, without any action
     other than the following, the recording by the Trust in its accounting
     ledgers of any accounting or bookkeeping entry which indicates, pursuant to
     authorization or declaration of dividends or

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     other distribution by the Board, the allocation of funds to be so paid on
     any class or series of Shares of the Trust; provided, however, that if any
     funds for any Junior Shares or any Parity Shares are placed in a separate
     account of the Trust or delivered to a disbursing, paying or other similar
     agent, then "set apart for payment" with respect to the Series F Preferred
     Shares shall mean placing such funds in a separate account or delivering
     such funds to a disbursing, paying or other similar agent.

          "Transfer Agent" means ChaseMellon Shareholder Services, L.L.C., New
     York City, New York, or such other agent or agents of the Trust as may be
     designated by the Board or its designee as the transfer agent for the
     Series F Preferred Shares.

          "Voting Preferred Shares" shall have the meaning set forth in Section
     8.

          Section 3.  Dividends.

          (a) The holders of Series F Preferred Shares shall be entitled to
receive, when, as and if authorized or declared by the Board, out of funds
legally available for such purpose, cash dividends in an amount per share equal
to 8.125% of the liquidation preference per annum (equivalent to $2.03125 per
share).  Such dividends shall begin to accrue and shall be fully cumulative from
and including the date of issuance of Series F Preferred Shares, whether or not
in any Dividend Period or Periods there are funds of the Trust legally available
for the payment of such dividends, and shall be payable quarterly, when, as and
if declared by the Board, in arrears on each Dividend Payment Date.  Each such
dividend shall be payable in arrears to the holders of record of Series F
Preferred Shares, as they appear in the Share records of the Trust at the close
of business on such record date as is fixed by the Board, which shall be not
less than 10 nor more than 50 days prior to the corresponding Dividend Payment
Date (each, a "Dividend Record Date").  Accrued and unpaid dividends for any
past Dividend Periods may be authorized or declared and paid at any time and for
such interim periods, without reference to any regular Dividend Payment Date, to
holders of record on such record date as may be fixed by the Board, which shall
be not less than 10 nor more than 50 days prior to the corresponding payment
date.

          (b) The dividend for each full Dividend Period for the Series F
Preferred Shares shall be computed by dividing the annual dividend rate by four.
The dividend for any period shorter than a full Dividend Period on the Series F
Preferred Shares shall be computed on the basis of a 360-day year of twelve 30-
day months.  Holders of Series F Preferred Shares shall not be entitled to any
dividends, whether payable in cash, property or shares, in excess of full
cumulative dividends, as provided herein, on the Series F Preferred Shares.  No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on the Series F Preferred Shares which may be
in arrears.

          (c) So long as any Series F Preferred Shares are outstanding, no
dividends, except as described in the immediately following sentence, shall be
declared or paid or set apart for

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payment on any Parity Shares for any period unless (i) full cumulative dividends
have been or contemporaneously are paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past Dividend Periods with respect
to the Series F Preferred Shares and (ii) a sum sufficient for the payment
thereof has been or contemporaneously is set apart for payment of the dividend
for the current Dividend Period with respect to the Series F Preferred Shares.
When dividends are not paid in full, or a sum sufficient for the payment thereof
is not set apart for payment, on the Series F Preferred Shares and any Parity
Shares as provided above, all dividends declared on the Series F Preferred
Shares and any Parity Shares shall be declared ratably in proportion to the
respective amounts of dividends accrued and unpaid on the Series F Preferred
Shares and on such Parity Shares.

          (d) So long as any Series F Preferred Shares are outstanding, no
dividends (other than dividends or distributions paid solely in, or options,
warrants or rights to subscribe for or purchase, Fully Junior Shares) shall be
declared or paid or set apart for payment or other distribution shall be
declared or made on Junior Shares, nor shall any Junior Shares be redeemed,
purchased or otherwise acquired (other than a redemption, purchase or other
acquisition of Common Shares made for purposes of an employee incentive or
benefit plan of the Trust or any subsidiary) for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of any
Junior Shares) by the Trust, directly or indirectly (except by conversion into
or exchange for Fully Junior Shares), unless in each case (i) full cumulative
dividends have been or contemporaneously are paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past Dividend
Periods with respect to the Series F Preferred Shares and all past dividend
periods with respect to any Parity Shares and (ii) a sum sufficient for the
payment thereof has been or contemporaneously is set apart for payment of the
dividend for the current Dividend Period with respect to the Series F Preferred
Shares and the current dividend period with respect  to any Parity Shares.  Any
dividend payment on the Series F Preferred Shares shall first be credited
against the earliest accrued but unpaid dividend due which remains payable.

          (e) No distributions on Series F Preferred Shares shall be declared or
paid or set apart for payment by the Trust at such time as the terms and
provisions of any agreement of the Trust, including any agreement relating to
its indebtedness, prohibits such declaration, payment or setting apart for
payment or provides that such declaration, payment or setting apart for payment
would constitute a breach thereof or a default thereunder, or if such
declaration, payment or setting apart for payment is restricted or prohibited by
law.

          Section 4.  Liquidation Preference.

          (a) Upon any liquidation, dissolution or winding up of the Trust,
whether voluntary or involuntary, before any payment or distribution of the
assets of the Trust (whether capital or surplus) is made to or set apart for the
holders of the Common Shares or any other class or series of Shares of the Trust
now or hereafter issued and outstanding to which the Series F Preferred Shares
have preference or priority in the distribution of assets on any liquidation,

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dissolution or winding up of the Trust, the holders of Series F Preferred Shares
shall be entitled to receive out of assets of the Trust legally available for
such purpose, liquidating distributions in the amount of $25.00 per Series F
Preferred Share, plus an amount equal to all dividends (whether or not earned or
authorized or declared) accrued and unpaid thereon to the date of final
distribution to such holders, if any; but such holders shall not be entitled to
any further payment.  If, upon any liquidation, dissolution or winding up of the
Trust, the assets of the Trust, or the proceeds thereof, distributable among the
holders of Series F Preferred Shares are insufficient to pay in full such
preferential amount with respect to the Series F Preferred Shares and the
corresponding amounts with respect to all Parity Shares, then such assets, or
the proceeds thereof, shall be distributed among the holders of Series F
Preferred Shares and all such Parity Shares in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.

          (b) Subject to the rights of the holders of shares of any class or
series of Shares ranking on a parity with or senior to the Series F Preferred
Shares in the distribution of assets on any liquidation, dissolution or winding
up of the Trust, upon any liquidation, dissolution or winding up of the Trust,
whether voluntary or involuntary, after payment has been made in full to the
holders of Series F Preferred Shares, as provided herein, the holders of any
Junior Shares shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be paid
or distributed, and the holders of Series F Preferred Shares shall not be
entitled to share therein.

          (c) For the purposes hereof, (i) a consolidation or merger of the
Trust with or into one or more corporations, real estate investment trusts or
other entities, (ii) a sale, lease or transfer of all or substantially all of
the Trust's assets or (iii) a statutory share exchange shall not be deemed to be
a liquidation, dissolution or winding up of the Trust, whether voluntary or
involuntary.

     Section 5.  Redemption at the Option of the Trust.

          (a) Subject to Section 9 below, the Series F Preferred Shares are not
redeemable by the Trust prior to September 27, 2004.  On and after such date,
the Trust, at its option, may redeem the Series F Preferred Shares, in whole at
any time or in part from time to time, for cash at a redemption price of $25.00
per Series F Preferred Share, plus the amounts indicated in subsection (b)
below.

          (b) Upon any redemption of Series F Preferred Shares pursuant to this
Section 5, the Trust shall pay all dividends accrued and unpaid thereon, if any,
in arrears for any Dividend Period ending on or prior to the Call Date.  If the
Call Date falls after a Dividend Record Date and prior to the corresponding
Dividend Payment Date, then each holder of Series F Preferred Shares at the
close of business on such Dividend Record Date shall be entitled to receive the
dividend payable on such Series F Preferred Shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such Series F Preferred Shares
before such Dividend Payment

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Date. Except as provided above, the Trust shall make no payment or allowance for
unpaid dividends, whether or not in arrears, on Series F Preferred Shares called
for redemption.

          (c) Unless (i) full cumulative dividends have been or
contemporaneously are paid or declared and a sum sufficient for the payment
thereof set apart for payment for all past Dividend Periods with respect to the
Series F Preferred Shares and all past dividend periods with respect to any
Parity Shares and (ii) a sum sufficient for the payment thereof has been or
contemporaneously is set apart for payment of the dividend for the current
Dividend Period with respect to the Series F Preferred Shares and the current
dividend period with respect to any Parity Shares, the Series F Preferred Shares
may not be redeemed under this Section 5 in part and the Trust may not purchase
or otherwise acquire Series F Preferred Shares, except pursuant to a purchase or
exchange offer made on the same terms to all holders of Series F Preferred
Shares or by conversion into or exchange for Fully Junior Shares or pursuant to
Section 9 below.

          (d) The redemption price to be paid upon any redemption of the Series
F Preferred Shares (other than any amounts indicated in subsection (b) above and
other than a redemption pursuant to Section 9 below) shall be payable solely out
of the sale proceeds of other shares of the Trust and from no other source.

          (e) Notice of the redemption of any Series F Preferred Shares under
this Section 5 shall be mailed by registered mail, not less than 10 nor more
than 60 days prior to the Call Date, to each holder of record of Series F
Preferred Shares to be redeemed at the address of such holder as shown on the
Trust's Share records.  Neither the failure to mail any notice required by this
subsection (e), nor any defect therein or in the mailing thereof, to any
particular holder, shall affect the sufficiency of the notice or the validity of
the proceedings for redemption with respect to any other holder.  Any notice
which was mailed in the manner provided herein shall be conclusively presumed to
have been duly given on the date mailed whether or not the holder receives the
notice.  Each such mailed notice shall state, as appropriate:  (i) the Call
Date; (ii) the number of Series F Preferred Shares to be redeemed and, if fewer
than all Series F Preferred Shares held by such holder are to be redeemed, the
number of Series F Preferred Shares to be redeemed from such holder; (iii) the
redemption price; (iv) the place or places at which certificates representing
such Series F Preferred Shares are to be surrendered; and (v) that dividends on
the Series F Preferred Shares to be redeemed shall cease to accrue on the Call
Date except as otherwise provided herein.  If notice of redemption of any Series
F Preferred Shares has been mailed as provided above, then from and after the
Call Date (unless the Trust fails to make available an amount of cash necessary
to effect such redemption), (A) except as otherwise provided herein, dividends
shall cease to accrue on the Series F Preferred Shares so called for redemption,
(B) such Series F Preferred Shares shall no longer be deemed to be outstanding
and (C) all rights of the holders thereof as holders of Series F Preferred
Shares shall terminate (except the right to receive cash payable upon such
redemption, without interest thereon, upon surrender and endorsement of their
certificates if so required and to receive any dividends payable thereon).  The
Trust's obligation to provide cash in accordance with the preceding sentence
shall be deemed fulfilled if, on or before the Call Date, the Trust deposits
with

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a bank or trust company (which may be an affiliate of the Trust) which has
an office in the Borough of Manhattan, City of New York, and which has, or is an
affiliate of a bank or trust company which has, capital and surplus of at least
$50,000,000, the funds necessary for such redemption, in trust, with irrevocable
instructions that such cash be applied to the redemption of the Series F
Preferred Shares so called for redemption.  No interest shall accrue for the
benefit of the holders of Series F Preferred Shares to be redeemed on any cash
so set aside by the Trust.  Subject to applicable escheat laws, any such cash
unclaimed at the end of two years after the Call Date shall revert to the
general funds of the Trust, after which reversion the holders of Series F
Preferred Shares so called for redemption shall look only to the general funds
of the Trust for the payment of such cash.

          As promptly as practicable after the surrender in accordance with such
notice of the certificates representing any Series F Preferred Shares so
redeemed (properly endorsed or assigned for transfer, if the Trust so requires
and if the notice so states), such Series F Preferred Shares shall be exchanged
for any cash (without interest thereon) for which such Series F Preferred Shares
have been redeemed.  If fewer than all the outstanding Series F Preferred Shares
are to be redeemed, the Series F Preferred Shares to be redeemed shall be
selected by the Trust from outstanding Series F Preferred Shares not previously
called for redemption by lot or pro rata (as nearly as may be) or by any other
method determined by the Board or the Chairman or any Co-Chairman of the Trust
in its, his or her sole discretion to be equitable.  If fewer than all the
Series F Preferred Shares represented by any certificate are redeemed, then new
certificates representing the unredeemed Series F Preferred Shares shall be
issued without cost to the holder thereof.

          Section 6.  Shares to Be Retired.  All Series F Preferred Shares which
are issued and reacquired in any manner by the Trust shall be restored to the
status of authorized but unissued Shares of the Trust.

          Section 7.  Ranking.  Any class or series of Shares of the Trust shall
be deemed to rank:

          (i)    senior to the Series F Preferred Shares, in the payment of
     dividends or in the distribution of assets on any liquidation, dissolution
     or winding up of the Trust, if the holders of such class or series are
     entitled to the receipt of dividends or amounts distributable on any
     liquidation, dissolution or winding up of the Trust, as the case may be, in
     preference or priority to the holders of Series F Preferred Shares;

          (ii)   on a parity with the Series F Preferred Shares, in the payment
     of dividends and in the distribution of assets on any liquidation,
     dissolution or winding up of the Trust, whether or not the dividend rates,
     dividend payment dates or redemption or liquidation prices per share
     thereof are different from those of the Series F Preferred Shares, if the
     holders of such class or series and the holders of Series F Preferred
     Shares are entitled to the receipt of dividends and amounts distributable
     on any liquidation, dissolution or winding up of the

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     Trust in proportion to their respective amounts of dividends accrued and
     unpaid per share or liquidation preferences, without preference or priority
     to each other ("Parity Shares");

          (iii)  junior to the Series F Preferred Shares, in the payment of
     dividends or in the distribution of assets on any liquidation, dissolution
     or winding up of the Trust, if such class or series is Junior Shares; and

          (iv)   junior to the Series F Preferred Shares, in the payment of
     dividends and in the distribution of assets on any liquidation, dissolution
     or winding up of the Trust, if such class or series is Fully Junior Shares.

          Section 8.  Voting.  Holders of the Series F Preferred Shares will not
have any voting rights, except as set forth below.

          (a)    If at any time full distributions shall not have been timely
     made on any Series F Preferred Shares with respect to any six (6) prior
     quarterly distribution periods, whether or not consecutive (a "Preferred
     Distribution Default"), the holders of such Series F Preferred Shares,
     voting together as a single class with the holders of each class or series
     of Parity Shares upon which like voting rights have been conferred and are
     exercisable, will have the right to elect two additional Trustees to serve
     on the Board (the "Preferred Shares Trustees") at a special meeting called
     by the holders of record of at least 10% of the outstanding Series F
     Preferred Shares or any such class or series of Parity Shares or at the
     next annual meeting of shareholders, and at each subsequent annual meeting
     of shareholders or special meeting held in place thereof, until all such
     distributions in arrears and distributions for the current quarterly period
     on the Series F Preferred Shares and each such class or series of Parity
     Shares have been paid in full.

          (b)    At any time when such voting rights shall have vested, a proper
     officer of the Trust shall call or cause to be called, upon written request
     of holders of record of at least 10% of the outstanding Series F Preferred
     Shares, a special meeting of the holders of Series F Preferred Shares and
     all the series of Parity Shares upon which like voting rights have been
     conferred and are exercisable (collectively, the "Voting Preferred Shares")
     by mailing or causing to be mailed to such holders a notice of such special
     meeting to be held not less than ten and not more than 45 days after the
     date such notice is given.  The record date for determining holders of the
     Voting Preferred Shares entitled to notice of and to vote at such special
     meeting will be the close of business on the third Business Day preceding
     the day on which such notice is mailed.  At any such special meeting, all
     of the holders of the Voting Preferred Shares, by plurality vote, voting
     together as a single class without regard to series will be entitled to
     elect two Trustees (the "Preferred Shares Trustees") on the basis of one
     vote per $25 of liquidation preference to which such Voting Preferred
     Shares are entitled by their terms (excluding amounts in respect of
     accumulated and unpaid dividends) and not cumulatively.  The holder or
     holders of one-third of the Voting Preferred Shares then

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     outstanding, present in person or by proxy, will constitute a quorum for
     the election of the Preferred Shares Trustees except as otherwise provided
     by law. Notice of all meetings at which holders of the Series F Preferred
     Shares shall be entitled to vote will be given to such holders at their
     addresses as they appear in the transfer records. At any such meeting or
     adjournment thereof in the absence of a quorum, subject to the provisions
     of any applicable law, a majority of the holders of the Voting Preferred
     Shares present in person or by proxy shall have the power to adjourn the
     meeting for the election of the Preferred Shares Trustees, without notice
     other than an announcement at the meeting, until a quorum is present. If a
     Preferred Distribution Default shall terminate after the notice of a
     special meeting has been given but before such special meeting has been
     held, the Trust shall, as soon as practicable after such termination, mail
     or cause to be mailed notice of such termination to holders of the Series F
     Preferred Shares that would have been entitled to vote at such special
     meeting.

          (c) If and when all accumulated distributions and the distribution for
     the current distribution period on the Series F Preferred Shares shall have
     been paid in full or a sum sufficient for such payment is irrevocably
     deposited in trust for payment, the holders of the Series F Preferred
     Shares shall be divested of the voting rights set forth in subsection (b)
     above (subject to revesting in the event of each and every Preferred
     Distribution Default) and, if all distributions in arrears and the
     distributions for the current distribution period have been paid in full or
     set aside for payment in full on all other classes or series of Parity
     Shares upon which like voting rights have been conferred and are
     exercisable, the term and office of each Preferred Shares Trustee so
     elected shall terminate.  Any Preferred Shares Trustee may be removed at
     any time with or without cause by the vote of, and shall not be removed
     otherwise than by the vote of, the holders of record of a majority of the
     outstanding Series F Preferred Shares when they have the voting rights set
     forth in subsection (b) above (voting separately as a single class with all
     other classes or series of Parity Shares upon which like voting rights have
     been conferred and are exercisable).  So long as a Preferred Distribution
     Default shall continue, any vacancy in the office of a Preferred Shares
     Trustee may be filled by written consent of the Preferred Shares Trustee
     remaining in office, or if none remains in office, by a vote of the holders
     of record of a majority of the outstanding Series F Preferred Shares when
     they have the voting rights set forth in subsection (b) above) (voting
     separately as a single class with all other classes or series of Parity
     Shares upon which like voting rights have been conferred and are
     exercisable).  The Preferred Shares Trustee shall each be entitled to one
     vote per Trustee on any matter.

          (d) So long as any Series F Preferred Shares remains outstanding, the
     Trust shall not, without the approval of the holders of at least two-thirds
     of the Series F Preferred Shares outstanding at the time (A) designate or
     create, or increase the authorized or issued amount of, any class or series
     of shares ranking senior to the Series F Preferred Shares with respect to
     payment of distributions or rights upon liquidation, dissolution or
     winding-up of the Trust or reclassify any authorized shares of the Trust
     into any such shares, or create, authorize or issue any obligations or
     security convertible into or evidencing the right to purchase any such
     shares, (B) designate or create, or increase the authorized or issued
     amount of, any Parity Shares or reclassify any authorized shares of the
     Trust into any such shares, or create, authorize or issue any obligations
     or security convertible into or evidencing the right to purchase any such

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     shares, but only to the extent such Parity Shares are issued to an
     Affiliate of the Trust, or (C) either (x) consolidate, merge into or with,
     or convey, transfer or lease its assets substantially as an entirety, to
     any corporation, real estate investment trust or other entity, or (y)
     amend, alter or repeal the provisions of the Declaration of Trust
     (including these Articles Supplementary) or Bylaws, whether by merger,
     consolidation or otherwise, in each case that would materially and
     adversely affect the powers, special rights, preferences, privileges or
     voting power of the Series F Preferred Shares or the holders thereof;
     provided, however, that with respect to the occurrence of a merger,
     consolidation or a sale or lease of all of the Trust's assets as an
     entirety, so long as (1) the Trust is the surviving entity and the Series F
     Preferred Shares remain outstanding with the terms thereof unchanged, or
     (2) the resulting, surviving or transferee entity is a corporation or real
     estate investment trust organized under the laws of any state and
     substitutes the Series F Preferred Shares for other preferred shares having
     substantially the same terms and same rights as the Series F Preferred
     Shares, including with respect to distributions, voting rights and rights
     upon liquidation, dissolution or winding-up, then the occurrence of any
     such event shall not be deemed to materially and adversely affect such
     rights, privileges or voting powers of the holders of the Series F
     Preferred Shares and provided further that any increase in the amount of
     authorized preferred shares or the creation or issuance of any other class
     or series of preferred shares, or any increase in an amount of authorized
     shares of each class or series, in each case ranking either (m) junior to
     the Series F Preferred Shares with respect to payment of distributions and
     the distribution of assets upon liquidation, dissolution or winding-up, or
     (n) on a parity with the Series F Preferred Shares with respect to payment
     of distributions or the distribution of assets upon liquidation,
     dissolution or winding-up to the extent such preferred shares are not
     issued to an affiliate of the Trust, shall not be deemed to materially and
     adversely affect such rights, preferences, privileges or voting powers.

          Section  9.  Transfer Restrictions.  The Series F Preferred Shares
shall be subject to the provisions of Article 2 of the Declaration of Trust.

          Section 10.  No Conversion Rights.  The holders of the Series F
Preferred Shares shall not have any rights to convert such shares into shares of
any other class or series of shares or into any other securities of, or interest
in, the Trust.

          Section 11.  No Preemptive Rights.  No holder of the Series F
Preferred Shares shall, as such holder, have any preemptive rights to purchase
or subscribe for additional shares of the Trust or any other security of the
Trust which it may issue or sell.

          Section 12.  Record Holders.  The Trust and the Transfer Agent may
deem and treat the record holder of any Series F Preferred Shares as the true
and lawful owner thereof for all purposes, and neither the Trust nor the
Transfer Agent shall be affected by any notice to the contrary.

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          Section 13.  Sinking Fund.  The Series F Preferred Shares shall not be
entitled to the benefit of any retirement or sinking fund.

          THIRD:  The Series F Preferred Shares have been classified by the
Board of Trustees under the authority contained in Article II, Section 1, of the
Declaration of Trust.

          FOURTH:  These Articles Supplementary have been approved by the Board
of Trustees in the manner and by the votes required by law.

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

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<PAGE>

          IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary
to be signed in its name and on its behalf by its Senior Vice President and
Chief Financial Officer and attested to by its Assistant Secretary on this 27th
day of September, 1999.


                                    ARCHSTONE COMMUNITIES TRUST



                                    By: /s/  Charles E. Mueller, Jr.
                                        ----------------------------
                                        Charles E. Mueller, Jr.
                                        Senior Vice President and
                                        Chief Financial Officer


                                    ATTEST:


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

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