Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 33-86444

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-09615) (the “Registration Statement”), which was originally filed on August 6, 1996, is being filed to deregister unsold debt securities of the registrant, Security Capital Pacific Trust (now known as Archstone-Smith Operating Trust) (the “Operating Trust”).

     On October 4, 2007, the Operating Trust completed its merger with River Trust Acquisition (MD), LLC (the “Operating Trust Merger”) and certain other transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 28, 2007, as amended by Amendment No. 1 thereto, dated as of August 5, 2007, by and among Archstone-Smith Trust, the Operating Trust, River Holding, LP, River Acquisition (MD), LP and River Trust Acquisition (MD), LLC (as amended, the “Merger Agreement”). In a separate transaction, on October 5, 2007, Archstone-Smith Trust completed its merger with and into Tishman Speyer Archstone-Smith Multifamily Series I Trust, an assignee of River Acquisition (MD), LP (the “Company Merger” and, together with the Operating Trust Merger, the “Mergers”), and certain other transactions contemplated by the Merger Agreement. Tishman Speyer Archstone-Smith Multifamily Series I Trust, River Holding, LP, River Acquisition (MD), LP and River Trust Acquisition (MD), LLC are jointly controlled by affiliates of Tishman Speyer Real Estate Venture VII, L.P. and Lehman Brothers Holdings Inc.

     This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the effectiveness of this post-effective amendment, all debt securities, the sale of which was registered under the Registration Statement, that were not sold under the Registration Statement.

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on December 18, 2007.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.