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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1. Name and Address of Reporting Person * BERNSTEIN KENNETH F   2. Issuer Name and Ticker or Trading Symbol ACADIA REALTY TRUST [AKR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (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) 12/17/2004 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   120,890 (1) D $ 15.51 70,023 (1) (2) D   Common Shares of Beneficial Interest- $.001 Par Value 12/17/2004   M   120,890 (1) A $ 15.51 190,913 (1) (2) D   Common Shares of Beneficial Interest- $.001 Par Value 12/17/2004   M   130,110 (1) (3) A $ 7.5 321,023 (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

$ 7.5

12/17/2004

12/17/2004

M

250,000 (1)

08/11/2000

06/15/2009

Common Shares

250,000 (1)

$ 7.5

100,000

D

Options to purchase Common Shares

$ 6

12/17/2004

M

0 (5)

01/02/2003

01/01/2011

Common Shares

250,000

$ 6

250,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BERNSTEIN KENNETH F C/O ACADIA REALTY TRUST 1311 MAMARONECK AVENUE, SUITE 260 WHITE PLAINS, NY 10605	X		President and CEO

Signatures

/s/ Kenneth Bernstein		12/20/2004
**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. Bernstein exercised 250,000 Options to purchase Common Shares. He used 120,890 of his existing Common Shares to pay the exercise price of $1,875,000. The Common Shares were then distributed as follows: 120,890 were isssued to Mr. Bernstein replacing those used to pay the exercise price and the balance of 130,110 Common Shares (the "Deferred Shares") were placed in a deferred account pursuant to an Agreement with the Company. Thus, Mr. Bernstein's aggregate number of Common Shares was increased from 190,913 to 321,023, the number of his OP units remains at 331,255 and the number of options he holds was reduced from 600,000 to 350,000. The Deferred Shares will not be received by Mr. Bernstein until termination of employment with the Company or a change in control of the Company. Mr. Bernstein will not be entitled to vote the Deferred Shares. Any dividends which accrue on such Deferred Shares will be payable in cash.
(2)	Includes 87,034 vested Common Shares of a total of 200,418 Restricted Common Shares issued to Mr. Bernstein in 2000 through 2004. In addition, Mr. Bernstein owns 331, 255 Operating Partnership Units.
(3)	Represents the Deferred Shares.
(4)	Includes the Deferred Shares.
(5)	The previous filing inadvertently reflected an acquisition by Mr. Bernstein of a 100,000 options to purchase Common Shares. Mr. Bernstein did not acquire nor receive such options.

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