Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MASTERS ROBERT
  2. Issuer Name and Ticker or Trading Symbol
ACADIA REALTY TRUST [AKR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP and General Counsel
(Last)
(First)
(Middle)
C/O ACADIA REALTY TRUST, 1311 MAMARONECK AVENUE, SUITE 260
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2004
(Street)

WHITE PLAINS, NY 10605
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest - $.001 Par Value 12/17/2004   M   13,604 (1) D $ 15.51 30,850 (1) (2) D  
Common Shares of Beneficial Interest-$.001 Par Value 12/17/2004   M   13,604 (1) A $ 15.51 44,454 (1) (2) D  
Common Shares of Beneficial Interest- $.001 Par Value 12/17/2004   M   17,620 (1) (3) A $ 5.75 62,074 (2) (4) D  
Common Shares of Beneficial Interest -$.001 12/17/2004   M   6,776 (1) (3) A $ 5 68,850 (2) (4) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase Common Shares $ 5.75 12/17/2004 12/17/2004 M     28,000 (1) 08/11/2000 06/15/2009 Common Shares 28,000 (1) $ 5.75 10,000 D  
Options to purchase Common Shares $ 5 12/17/2004 12/17/2004 M     10,000 (1) 01/17/2000 01/16/2010 Common Shares 10,000 (1) $ 5 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MASTERS ROBERT
C/O ACADIA REALTY TRUST
1311 MAMARONECK AVENUE, SUITE 260
WHITE PLAINS, NY 10605
      Sr. VP and General Counsel  

Signatures

 /s/ Robert Masters   12/17/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On December 17, 2004 Mr. Masters exercised 38,000 Options to purchase Common Shares. He used 13,604 of his existing Common Shares to pay the exercise price of $211,000. The Common Shares were then distributed as follows: 13,604 were issued to Mr. Masters replacing those used to pay the exercise price and the balance of 24,396 Common Shares (the "Deferred Shares") were placed in a deferred account pursuant to an Agreement with the Company. Thus, Mr. Masters aggregate number of Common Shares was increased from 44,454 to 68,850. The Deferred Shares will not be received by Mr. Masters until termination of employment with the Company or a change in control of the Company. Mr. Masters will not be entitled to vote the Deferred Shares. Any dividends which accrue on such Deferred Shares will be payable in cash.
(2) Includes 9,787 vested Restricted Shares of a total of 29,471 Restricted Shares issued to Mr. Masters in 2000 through 2004.
(3) Represents the Deferred Shares.
(4) Includes the Deferred Shares.

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