SMITH CHARLES E RESIDENTIAL REALTY INC, S-3, 2000-08-11

SMITH CHARLES E RESIDENTIAL REALTY INC
S-3, 2000-08-11
REAL ESTATE

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As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-______
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

CHARLES E. SMITH RESIDENTIAL REALTY, INC.
(Exact name of Registrant as specified in its charter)

Maryland 54-1681655
(State of Incorporation) (I.R.S. Employer
Identification No.)

2345 Crystal Drive
Crystal City, Arlington, Virginia 22202
(703) 920-8500
(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)

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Ernest A. Gerardi, Jr.
President and Chief Executive Officer
Charles E. Smith Residential Realty, Inc.
2345 Crystal Drive
Crystal City, Arlington, Virginia 22202
(703) 920-8500
(Name and address, including zip code, and telephone number,
including area code, of agent for service)

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Copies to:

J. Warren Gorrell, Jr., Esq.
Bruce W. Gilchrist, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after this Registration Statement becomes effective,
as determined by market conditions.

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

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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

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. / /

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. / /

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

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CALCULATION OF REGISTRATION FEE (1)

------------------------------ ---------------------- ------------------------ ------------------------- -------------------------
Proposed Maximum Proposed Maximum
Title of Shares Amount to be Aggregate Price Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
------------------------------ ---------------------- ------------------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
per share (2) 161,765 $42.06 $6,803,835.90 $1,796.21
------------------------------ ---------------------- ------------------------ ------------------------- -------------------------

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(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) based on the average of the high and low
reported sales prices on the New York Stock Exchange on August 10, 2000.
(2) Includes associated rights to purchase Series D Junior Participating
Preferred Stock.

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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SUBJECT TO COMPLETION, DATED AUGUST 11, 2000

CHARLES E. SMITH RESIDENTIAL REALTY, INC.

[GRAPHIC]

161,765 SHARES OF COMMON STOCK

PROSPECTUS

This prospectus relates to 161,765 shares of common stock
that we may issue to the holders of 161,765 units of limited
partnership interest of Charles E. Smith Residential Realty
L.P., or "Smith L.P.," upon tender of these units for
redemption. These units were issued on August 12, 1999, in
exchange for all of the non-voting stock of Combustioneer
Corporation, a Maryland corporation, and all of the non-voting
common stock of AAS Environmental, Inc., a Delaware
corporation.

We are registering the issuance of the common stock to
permit the holders to sell without restriction in the open
market or otherwise, but the registration of the common stock
does not necessarily mean that any holders will elect to
redeem their units. Also, we may elect to pay cash for the
units tendered rather than issue common stock. Although we
will incur expenses in connection with the registration of the
161,765 shares of common stock, we will not receive any cash
proceeds upon their issuance.

Our common stock is listed on the New York Stock Exchange
under the trading symbol "SRW."

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 IN
THIS PROSPECTUS FOR FACTORS THAT ARE RELEVANT TO AN INVESTMENT
IN THE COMMON STOCK, INCLUDING SPECIAL CONSIDERATIONS THAT
APPLY TO REDEEMING UNITHOLDERS.

------------------------------

The information contained in this prospectus is not
complete and may be changed. We may not sell these securities
until the registration statement relating to these securities
has been declared effective by the Securities and Exchange
Commission. This prospectus is neither an offer to sell nor a
solicitation of an offer to buy these securities in any state
where the offer or sale is unlawful.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

AUGUST , 2000

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TABLE OF CONTENTS

PAGE
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<S> <C>
PROSPECTUS SUMMARY................................................................. 1
Forward-Looking Information.................................................... 1
The Company.................................................................... 1
Recent Developments............................................................ 2
Offered Shares ................................................................ 2
Important Risks in Owning Our Common Stock..................................... 2
Tax Status of the Company...................................................... 2
RISK FACTORS....................................................................... 3
A Unitholder Who Redeems Units for Common Stock May Have Adverse Tax Effects... 3
If a Unitholder Redeems Units, the Original Receipt of the Units May Be
Subject to Tax........................................................... 3
Differences Between an Investment in Shares of Common Stock and Units May
Affect Redeeming Unitholders............................................. 3
Some of Our Policies May Be Changed Without a Vote of Shareholders............. 3
Provisions of Our Charter Could Inhibit Changes of Control..................... 4
Our Ability to Issue Preferred Shares Could Inhibit Changes of Control......... 4
Maryland Law Limits Changes of Control......................................... 4
We Have Adopted a Shareholder Rights Plan Which Could Delay or Prevent a
Change of Control........................................................ 4
We Have a Share Ownership Limit................................................ 5
The Large Number of Shares Available for Future Sale Could Adversely Affect
the Market Price of Our Common Stock..................................... 5
Changes in Market Conditions Could Adversely Affect the Market Price of Our
Common Stock............................................................. 5
Our Earnings and Cash Distributions Will Affect the Market Price of Our
Common Stock............................................................. 5
Market Interest Rates and Low Trading Volume May Have an Effect on the Value
of Our Common Stock...................................................... 5
We Believe, but Cannot Guarantee, that We Qualify as a REIT.................... 6
Our Failure to Qualify as a REIT Would Have Serious Adverse Consequences....... 6
We May Need to Borrow Money to Qualify as a REIT............................... 6
We Are Subject To Some Taxes Even If We Qualify as a REIT...................... 6
Redeeming Unitholders Will Be Subject to the Operational Risks of Our Business. 7
REDEMPTION OF UNITS................................................................ 8
General........................................................................ 8
Tax Consequences of Redemption................................................. 8
Comparison of Ownership of Units and Common Stock.............................. 10
FEDERAL INCOME TAX CONSIDERATIONS.................................................. 20
General........................................................................ 20
Our Tax Treatment.............................................................. 20
Requirements for Qualification As a REIT....................................... 21
Tax Aspects of Our Investments in Smith L.P. and Property Service Businesses... 25
Taxation of Shareholders....................................................... 27
Other Tax Considerations....................................................... 32
PLAN OF DISTRIBUTION............................................................... 33
WHERE YOU CAN FIND MORE INFORMATION................................................ 33
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................................... 33
EXPERTS............................................................................ 34
LEGAL MATTERS...................................................................... 34

</TABLE>

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PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
IT IS NOT COMPLETE AND MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT
TO YOU. TO UNDERSTAND THIS COMMON STOCK OFFERING, YOU SHOULD READ THE ENTIRE
PROSPECTUS CAREFULLY, INCLUDING THE RISK FACTORS AND FEDERAL INCOME TAX
CONSIDERATIONS.

FORWARD-LOOKING INFORMATION

THIS PROSPECTUS INCLUDES FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. WHENEVER YOU SEE THE WORDS "BELIEVES," "ANTICIPATES," AND
"EXPECTS" AND SIMILAR WORDS INDICATING UNCERTAINTY, YOU SHOULD REMEMBER THAT THE
STATEMENTS ARE ASSUMPTIONS. THESE ASSUMPTIONS ARE SUBJECT TO RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL FINANCIAL RESULTS OR MANAGEMENT PLANS AND
OBJECTIVES TO DIFFER MATERIALLY FROM THOSE PROJECTED OR EXPRESSED IN THIS
PROSPECTUS. FOR EXAMPLE, SUCH DIFFERENCES MAY OCCUR BECAUSE OF CHANGES IN:

- NATIONAL AND REGIONAL ECONOMIC CONDITIONS (ESPECIALLY IN MULTIFAMILY
PROPERTY OCCUPANCIES AND RENTAL GROWTH IN THE WASHINGTON, D.C.
METROPOLITAN AREA);

- OUR ABILITY TO IDENTIFY AND SECURE ADDITIONAL PROPERTIES AND PROPERTY
LOCATIONS;

- THE EFFECT OF PREVAILING MARKET INTEREST RATES AND THE PRICING OF OUR
COMMON STOCK;

- THE ACCEPTANCE OF OUR FINANCING PLANS BY THE CAPITAL MARKETS; AND

- OTHER RISKS WHICH MAY HAVE BEEN OR WILL BE DISCUSSED IN THIS PROSPECTUS
OR IN OUR OTHER FILINGS WITH THE SEC.

WE RECOMMEND THAT YOU CONSIDER CAREFULLY THE RISKS OF SUCH ASSUMPTIONS BEFORE
MAKING ANY INVESTMENT IN OUR COMMON STOCK.

WE ARE NOT OBLIGATED TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS IN THIS PROSPECTUS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.

THE COMPANY

As a self-managed equity REIT, we acquire, develop, manage and operate
multifamily properties primarily in the Washington, D.C., Chicago, Boston, and
southeastern Florida metropolitan areas. We are a fully integrated real estate
organization with in-house acquisition, development, financing, marketing,
property management and leasing expertise. Our primary strategy for growth is to
acquire, develop, own and manage high quality multifamily properties to generate
long-term income and increases in value.

We are the sole general partner of Smith L.P. As of July 31, 2000, we owned
approximately 66% of its outstanding common and preferred units. Smith L.P. and
its subsidiaries own all of our properties, property interests and business
assets.

As of July 31, 2000, we owned, through Smith L.P. and its subsidiaries, 57
operating multifamily apartment communities with a total of 26,687 units. 43 of
the properties were located in the Washington, D.C. metropolitan area, two in
the Boston metropolitan area, eight in the Chicago metropolitan area and four
in the southeast Florida area. We also had approximately 480 units under
construction and we owned substantially all of the economic interest in one
property under construction totaling 226 units. We also had an aggregate of 843
units under construction subject to pre-purchase agreements. In addition, we had
partial interests in three operating multifamily properties totaling 1,267
apartment units and one property under construction totaling 630 apartment
units. Besides our residential properties, we own one retail center in the
Washington, D.C.

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metropolitan area with approximately 205,000 square feet of retail space.

Our principal executive offices are located at 2345 Crystal Drive,
Arlington, Virginia 22202, and our telephone number is (703) 920-8500.

OFFERED SHARES

This prospectus relates to 161,765 shares of common stock that we may issue
to the holders of 161,765 units of Smith L.P. upon tender of these units for
redemption. These units were issued on August 12, 1999, in exchange for all of
the non-voting stock of Combustioneer Corporation, a Maryland corporation, and
all of the non-voting common stock of AAS Environmental, Inc., a Delaware
corporation. For purposes of this prospectus the term "unitholder" refers to
holders of units issued as described in this paragraph.

On August 12, 2000, the unitholders who exchanged their non-voting common
stock in Combustioneer Corporation and AAS Environmental, Inc. for units of
Smith L.P., will become eligible to redeem their units for cash or, at our
election, shares of our common stock equal to the number of units being
redeemed.

IMPORTANT RISKS IN OWNING OUR COMMON STOCK

Before you decide to redeem your Units, you should read the "Risk Factors"
section, which begins on page 3 of this prospectus.

TAX STATUS OF THE COMPANY

We have elected to be taxed as a REIT under Sections 856 through 860 of the
Internal Revenue Code. We believe that we qualify for taxation as a REIT and
generally will not be subject to federal income tax on net income that we
distribute to our shareholders. We currently are required, among other things,
to distribute at least 95% of our net taxable income, excluding any net capital
gain. For our taxable years beginning after December 31, 2000, this requirement
will be relaxed but we still will be required to distribute 90% of this amount.
Even if we qualify to be taxed as a REIT, we are subject to certain federal,
state and local taxes on our income and property and to federal income and
excise tax on the income we do not distribute. In addition, the operating
companies in which we own 99% non-voting interests are subject to federal, state
and local income taxes. See "Federal Income Tax Considerations" for a more
detailed explanation.

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RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, YOU SHOULD
CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS.

A UNITHOLDER WHO REDEEMS UNITS MAY HAVE ADVERSE TAX EFFECTS. A
unitholder who redeems units will be treated for tax purposes as having sold the
units. The sale will be taxable and the unitholder will be treated as realizing
an amount equal to the sum of the value of the common stock or cash that the
unitholder receives PLUS the amount of Smith L.P. nonrecourse liabilities
allocable to the redeemed units. It is possible that the amount of gain the
unitholder recognizes could exceed the value of the common stock or cash that
the unitholder receives. In particular, if the unitholder has a "negative
capital account," the unitholder's taxable gain will exceed the value of the
common stock or cash received by the portion of that negative capital account
attributable to the units redeemed. It is even possible that the tax liability
resulting from this gain could exceed the value of the common stock or cash that
the unitholder receives. See "Redemption of Units--Tax Consequences of
Redemption."

In addition, the unitholder's ability to sell common stock received
upon redemption in order to raise cash to pay the resulting tax liability may be
restricted due to our common stock's relatively low trading volume. As a result
of fluctuations in the stock price, the price a unitholder receives for the
shares may not equal the value of the units redeemed. See "--Market Interest
Rates and Low Trading Volume May Have an Effect on the Value of Our Common
Stock."

IF A UNITHOLDER REDEEMS UNITS, THE ORIGINAL RECEIPT OF THE UNITS MAY BE
SUBJECT TO TAX. If a unitholder redeems units, particularly within two years of
receiving them, there is a risk that the original receipt of the units may be
treated as a taxable sale under the "disguised sale" rules of the Internal
Revenue Code. Subject to several exceptions, the tax law generally provides that
a partner's contribution of property to a partnership and a simultaneous or
subsequent transfer of money or other consideration from the partnership to the
partner will be presumed to be a taxable sale. In particular, if money or other
consideration is transferred by a partnership to a partner within two years of
the partner's contribution of property, the transactions are presumed to be a
taxable sale of the contributed property unless the facts and circumstances
clearly establish that the transfers are not a sale. On the other hand, if two
years have passed between the original contribution of property and the transfer
of money or other consideration, the transactions will not be presumed to be a
taxable sale unless the facts and circumstances clearly establish that a sale
did occur.

DIFFERENCES BETWEEN AN INVESTMENT IN SHARES OF COMMON STOCK AND UNITS
MAY AFFECT REDEEMING UNITHOLDERS. If a unitholder elects to redeem units, we
will determine whether the unitholder receives cash or shares of our common
stock in exchange for the units. Although an investment in shares of our common
stock is substantially similar to an investment in units in Smith L.P., there
are some differences between ownership of units and ownership of common stock.
These differences include form of organization, management structure, voting
rights, liquidity and federal income taxation. These differences, some of which
may be material to investors, are discussed in "Redemption of Units --
Comparison of Ownership of Units and Common Stock."

SOME OF OUR POLICIES MAY BE CHANGED WITHOUT A VOTE OF SHAREHOLDERS. Our
Board of Directors establishes many of our major policies, including those
relating to investment, financing, growth, acquisitions, development, debt
capitalization and distributions. Although the Board of Directors currently has
no intention to amend or revise these and other policies, it may do so from time
to time without a vote of our shareholders. In order to change our policy of
seeking to maintain our REIT qualification status, however, we must have the
approval of our shareholders. Changes in our policies may not fully serve the
interests of all shareholders.

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PROVISIONS OF OUR CHARTER COULD INHIBIT CHANGES OF CONTROL. There are
provisions of our charter that may delay or otherwise limit the ability of
outside parties to acquire control of us or engage in some other transaction.
These charter provisions include three-year staggered terms for directors, the
authority of the Board of Directors to classify capital stock into one or more
series having special preferences without shareholder approval, and a 9.8% share
ownership limit. See "-- We Have a Share Ownership Limit" below. These
limitations could prevent us from entering into a change of control transaction
or other transaction that could be in the best interests of our shareholders.

In addition, we cannot merge, consolidate or engage in any combination
with another person or sell all or substantially all of our assets unless the
transaction includes a merger of, or a sale of assets by, Smith L.P., which may
require approval of the holders of a majority of the units. We currently hold
approximately 66% of the common and preferred units in Smith L.P. This voting
requirement might limit the possibility for acquisition or change in control,
even if a change in control were in our shareholders' interest. In this regard,
the holders of units might incur different, and more adverse, tax consequences
as a result of an acquisition or change in control that could motivate them to
oppose a transaction that is in the shareholders' interest.

OUR ABILITY TO ISSUE PREFERRED SHARES COULD INHIBIT CHANGES OF CONTROL.
Our charter authorizes the Board of Directors to issue preferred shares and to
establish the preferences and rights of any preferred shares issued, including
the right to vote and the right to convert them into shares of common stock.
This power to issue preferred shares could have the effect of delaying or
preventing a change in control even if a change in control were in our
shareholders' interest. As of July 31, 2000, we had outstanding six series of
preferred shares. The preferred shares outstanding rank senior to the common
stock with respect to dividend rights and distributions upon liquidation,
dissolution and winding up. We are subject to the risks normally associated with
preferred equity financing, including the risk that our cash flow will be
insufficient to meet the required payments on the shares.

MARYLAND LAW LIMITS CHANGES OF CONTROL. Provisions of Maryland
corporate law prohibit "business combinations," including issuances of equity
securities, between a Maryland corporation and any person who owns 10% or more
of the voting power of the corporation's shares of capital stock, or an
"interested stockholder," unless the transaction is approved by 80% of the
corporation's outstanding voting shares. In addition, an interested stockholder
may not engage in a business combination for five years following the date he
became an interested stockholder. Except as described below, we are subject to
these provisions. As a result, a change in control or other transaction that may
provide our shareholders with a premium or which might otherwise be in their
best interests may be prevented or delayed.

Our charter, as is permitted by Maryland corporate law, exempts any
business combination involving Messrs. Smith and Kogod and persons affiliated or
acting in concert with them. Consequently, Messrs. Smith and Kogod and their
affiliates are permitted to enter into business combinations with us without the
supermajority shareholder approval otherwise required by Maryland law.

WE HAVE ADOPTED A SHAREHOLDER RIGHTS PLAN WHICH COULD DELAY OR PREVENT
A CHANGE OF CONTROL. Our rights plan provides, among other things, that if a
person or group attempts to acquire 15% or more of our common stock on terms not
approved by our Board of Directors, shareholders will be entitled to purchase
shares of our stock, subject to our charter's ownership limit. These purchase
rights would cause substantial dilution to a person or group that acquires or
attempts to acquire 15% or more of our common stock in this manner and, as a
result, could delay or prevent a change in control or other transaction that
could provide our shareholders

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with a premium over the then-prevailing market price of their shares or which
might otherwise be in their best interests.

WE HAVE A SHARE OWNERSHIP LIMIT. Primarily to assist us in maintaining
our REIT qualification, our charter limits ownership of the issued and
outstanding shares of capital stock by any single shareholder to 9.8% of our
outstanding capital stock. The attribution provisions of the federal tax laws
that are used in applying the ownership limit are complex. They may cause a
shareholder to be considered to own the stock of a number of related
shareholders. The ownership limit could inhibit changes of control.

THE LARGE NUMBER OF SHARES AVAILABLE FOR FUTURE SALE COULD ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON STOCK. As of July 31, 2000, we had
outstanding approximately 21.5 million shares of common stock tradable without
restriction and had reserved for resale 15.4 million additional shares of common
stock for possible issuance upon redemption of units and 6.8 million shares for
possible issuance upon conversion of outstanding preferred stock. In addition,
we have reserved a number of shares available for possible issuance under our
employee benefit plans filed with the SEC. We may issue additional shares of
common stock and securities convertible into shares of common stock in the
future. We cannot predict the effect that future sales of shares of common
stock, or the perception that such sales could occur, will have on the market
prices of our shares.

CHANGES IN MARKET CONDITIONS COULD ADVERSELY AFFECT THE MARKET PRICE OF
OUR COMMON STOCK. As with other publicly traded securities, the value of our
common stock depends on various market conditions, which may change from time to
time. Among the market conditions that may affect the value of our common stock
are:

- the extent of institutional investor interest in us;
- the reputation of REITs and residential REITs generally;
- the attractiveness of our equity securities in comparison to
other equity securities, including equity securities issued by
other real estate companies; and
- our financial condition and performance.

OUR EARNINGS AND CASH DISTRIBUTIONS WILL AFFECT THE MARKET PRICE OF OUR
COMMON STOCK. We believe that the market value of a REIT's equity securities is
based primarily upon the market's perception of the REIT's growth potential and
its current and potential future cash distributions, and is secondarily based
upon the real estate market value of the underlying assets. For that reason, our
shares may trade at prices that are higher or lower than the net asset value per
share. To the extent we retain operating cash flow for investment purposes,
working capital reserves or other purposes, these retained funds, while
increasing the value of our underlying assets, may not correspondingly increase
the market price of our shares. In addition, we are subject to the risk that our
cash flow will be insufficient to meet the required payments on our preferred
shares. Our failure to meet the market's expectations with regard to future
earnings and cash distributions would likely adversely affect the market price
of our shares.

MARKET INTEREST RATES AND LOW TRADING VOLUME MAY HAVE AN EFFECT ON THE
VALUE OF OUR COMMON STOCK. One of the factors that investors consider important
in deciding whether to buy or sell shares of a REIT is the distribution rate on
those shares, as a percentage of the price of the shares, relative to market
interest rates. If market interest rates increase, prospective purchasers of our
shares may expect a higher annual distribution rate. Higher interest rates would
not, however, result in more funds for us to distribute and, in fact, would
likely increase our borrowing costs and potentially decrease funds available for
distribution. This could cause the market price of our common stock to go down.
In addition, although our common stock is listed on the New York Stock Exchange,
the daily trading volume of our shares may be lower than the trading

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volume for certain other industries. As a result, our investors who desire to
liquidate substantial holdings may find that they are unable to dispose of their
shares in the market without causing a substantial decline in the market value
of the shares.

WE BELIEVE, BUT CANNOT GUARANTEE, THAT WE QUALIFY AS A REIT. We believe
we qualify as a REIT and generally will not be subject to federal income tax on
net income that we distribute to our shareholders. However, our qualification as
a REIT involves the application of technical and complex tax rules. For
instance, if we own a company's securities, we cannot qualify as a REIT unless
the value of those securities does not exceed 5% of the total value of our
assets. We believe that we meet this requirement, but this belief is based on
our analysis of the value of each of the corporations that conduct our property
service businesses and on our conclusion that each of these corporations will be
respected as a separate corporation. Also, to qualify as a REIT, we cannot own
more than 10% of a company's voting securities. We also believe that we meet
this requirement, but this belief is based on our conclusion that the shares of
stock that we own in each of the property service businesses are not voting
securities. We cannot guarantee that the IRS will agree with us on these points.
Furthermore, for our taxable years beginning after December 31, 2000, we will be
precluded from owning more than 10% of the value of a company's securities
unless the company elects to be a taxable REIT subsidiary. The securities of the
property service businesses might be excepted from this rule. If they are not,
however, then these corporations would have to make the taxable REIT subsidiary
election because we hold more than 10% of the value of the securities of each of
them. At least two of our subsidiaries will make the taxable REIT subsidiary
election because they will not be excepted from the 10% value test, but we have
not yet made a determination as to the others.

Moreover, our ability to qualify as a REIT may depend on facts and
circumstances that may not be within our control. Even a technical or
inadvertent mistake could jeopardize our REIT status. Furthermore, it is
possible that new tax laws or new interpretations of existing tax laws will
affect both our ability to qualify as a REIT and the tax consequences of REIT
qualification. For example, the asset tests described above will be modified for
our taxable years beginning after December 31, 2000. We believe we will satisfy
the modified tests but we will need to change the tax status of one or more of
our subsidiaries to do so. For all of these reasons, we cannot guarantee that we
currently qualify or will be able to remain qualified as a REIT.

OUR FAILURE TO QUALIFY AS A REIT WOULD HAVE SERIOUS ADVERSE
CONSEQUENCES. If we fail to qualify as a REIT, we will be subject to federal
income tax at regular corporate rates. This additional tax would significantly
reduce the cash we would have available to distribute to our shareholders and
could reduce significantly the value of our common stock. In addition, if we
fail to qualify as a REIT, we may be disqualified from electing to be treated as
a REIT for the next four taxable years.

WE MAY NEED TO BORROW MONEY TO QUALIFY AS A REIT. To obtain the
favorable tax treatment associated with REITs, we currently are required each
year to distribute to our shareholders at least 95% of our net taxable income,
excluding net capital gain. For our taxable years beginning after December 31,
2000, this requirement will be relaxed but we still will be required to
distribute 90% of our net taxable income, excluding net capital gain.
Differences in timing between when we receive income and when we have to pay
expenses could require us to borrow money to meet this requirement. The impact
of large expenses also could have this effect. We might need to borrow money
even if we believe that market conditions are not favorable for borrowing.

WE ARE SUBJECT TO SOME TAXES EVEN IF WE QUALIFY AS A REIT. Even if we
qualify as a REIT, we are subject to some federal, state and local taxes on our
income and property. For example, we pay tax on certain types of income that we
do not distribute. Also, our income derived from properties located in the
District of Columbia is subject to local tax and our net income from some

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prohibited transactions will be subject to a 100% tax. In addition, we derive
income from the property service businesses, whose income is subject to federal,
state and local income tax. It should be noted that the property service
businesses currently take steps to limit their tax liability. If any one of
these corporations is required to elect to be treated as a taxable REIT
subsidiary, its ability to limit its tax liability will be reduced.

REDEEMING UNITHOLDERS WILL BE SUBJECT TO THE OPERATIONAL RISKS OF OUR
BUSINESS. An investment in our common stock will be subject to the various
operational risks of our business. These risks include the following:

- Our performance and ability to make distributions to our
shareholders are subject to risks associated with the real estate
industry. In particular --

- We are dependent on the Washington, D.C. metropolitan
area market.

- We may be unable to renew leases or relet space as
leases expire.

- New acquisitions may fail to perform as expected.

- Because real estate investments are illiquid and we are
subject to other restrictions, we may not be able to
sell properties when appropriate.

- Our properties may be subject to federal, state or local
regulations that could adversely affect distributions to
our shareholders.

- Environmental problems are possible and can be costly.

- Our properties in the District of Columbia are subject
to special tenants rights that may impede our sale of
those properties.

- Some potential losses are not covered by insurance.

- Debt financing, financial covenants, the amount or percentage of
our debt and increases in interest rates could adversely affect
our economic performance for the following reasons, among
others --

- Our charter does not limit the amount or percentage of
debt that we may incur and this amount or percentage of
debt may limit our ability to obtain additional
financing.

- Our policy to limit debt may not ensure that we can
incur and continue to make expected distributions to
shareholders.

- We may not be able to refinance our debt on favorable
terms or make large payments on debt when our debts
become due.

- Rising interest rates could adversely affect our cash
flow.

- Our reliance on the property service businesses, where we lack
voting control, may adversely affect our shareholders. These
property services businesses, which provide management, leasing,
financing, insurance, engineering and technical services, and
tenant construction and renovation services, are conducted by
three operating companies in which Smith L.P. has a 99% economic
interest but does not own voting stock.

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- We are dependent on our key personnel with whom we do not have
employment agreements and for whom we do not have "key-person"
life insurance.

REDEMPTION OF UNITS

GENERAL

Each unitholder may, subject to certain limitations, require that Smith
L.P. redeem units held by the unitholder. If we do not assume Smith L.P.'s
obligation to redeem the units, upon redemption the unitholder will receive cash
from Smith L.P. in an amount equal to the market value of the units to be
redeemed. The market value of a unit for this purpose will be equal to the
average of the closing trading price of a share of our common stock for the ten
trading days before the day on which the redemption notice was received by Smith
L.P. The partnership agreement of Smith L.P. provides that if that trading
information is not available, we can use another method to determine the value
of the common stock. The partnership agreement does not specify alternative
valuation methodologies.

We have the right, however, to assume directly and satisfy the
redemption right of a unitholder by issuing our common stock or cash in exchange
for any units tendered for redemption. We generally expect that we will elect to
issue shares of our common stock in exchange for units tendered for redemption
rather than paying cash, although we will make the determination whether to pay
cash or issue common stock at the time units are tendered for redemption. With
each redemption, our interest in Smith L.P. will increase. Upon redemption, the
unitholder will no longer be entitled to receive distributions with respect to
the units redeemed. If units are redeemed for common stock, the unitholder will
have rights as a shareholder from the time the common stock is acquired.

A unitholder must notify Smith L.P. and us of the unitholder's desire
to require Smith L.P. to redeem units by sending a notice in the form attached
as an exhibit to Smith L.P.'s partnership agreement, a copy of which we can
provide to you upon request. The unitholder must request the redemption of at
least 1,000 units or all of the units held by such holder, if less. The
redemption generally will occur on the tenth business day after the notice is
delivered by the unitholder, except that no redemption or exchange can occur if
the delivery of common stock upon redemption would be prohibited under the
provisions of our charter designed to protect our REIT qualification or under
applicable federal or state securities laws.

TAX CONSEQUENCES OF REDEMPTION

The following discussion summarizes the material federal income tax
considerations that may be relevant to a unitholder who desires to have units
redeemed.

TAX TREATMENT OF A REDEMPTION OF UNITS. If we assume and perform Smith
L.P.'s redemption obligation, the redemption will be treated as a sale of units
by the unitholder at the time of the redemption. The sale will be fully taxable
to the unitholder in an amount equal to the sum of the cash or the value of the
common stock received in the exchange plus the amount of Smith L.P. nonrecourse
liabilities allocable to the redeemed units at the time of the redemption.

If we do not elect to assume the obligation to redeem units, Smith L.P.
will redeem the units for cash. If Smith L.P. redeems units for cash that we
contribute to Smith L.P. to effect the redemption, the redemption likely would
be treated for tax purposes as a sale of the units in a fully taxable
transaction, although the matter is not free from doubt. In that event, the
unitholder would be treated as realizing an amount equal to the sum of the cash
received in the exchange plus the

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amount of Smith L.P.'s nonrecourse liabilities allocable to the redeemed units
at the time of the redemption.

If Smith L.P. redeems units for cash that is not contributed by us to
effect the redemption, the tax consequences would depend on whether or not the
redemption is a redemption of all of a unitholder's units. If the redemption is
a redemption of all of a unitholder's units, the taxable gain and the tax
consequences of that gain would be the same as described in the previous
paragraph. If the redemption is a redemption of less than all of a unitholder's
units, the unitholder would not be permitted to recognize any loss occurring on
the transaction and would recognize taxable gain only to the extent that the
cash, plus the share of Smith L.P.'s nonrecourse liabilities allocable to the
redeemed units, exceeded the unitholder's adjusted basis in all of the
unitholder's units immediately before the redemption.

TAX TREATMENT OF A SALE OF UNITS. If a unit redemption is treated as a
sale of the unit, the determination of gain or loss will be based on the
difference between the amount realized for tax purposes and the tax basis in the
unit. See "Basis of Units" below. The "amount realized" will be measured by the
sum of the cash and fair market value of common stock or other property received
plus the portion of Smith L.P.'s nonrecourse liabilities allocable to the unit
sold. To the extent that this amount exceeds the unitholder's tax basis in the
unit, the unitholder will recognize gain. It is possible that the amount of gain
the unitholder recognizes could exceed the value of the common stock or cash
that the unitholder receives. In particular, if the unitholder has a "negative
capital account," the unitholder's taxable gain will exceed the value of the
common stock or cash received by the portion of that negative capital account
attributable to the units redeemed. It is even possible that the tax liability
resulting from this gain could exceed the value of the common stock or cash that
the unitholder receives.

Except as described below, any gain recognized upon a sale or other
disposition of units will be treated as gain attributable to the sale or
disposition of a capital asset. To the extent, however, that the amount realized
attributable to a unitholder's share of "unrealized receivables" of Smith L.P.
exceeds the unitholder's basis attributable to those assets, the excess will be
treated as ordinary income. Unrealized receivables include, to the extent not
previously included in Smith L.P.'s income, any rights to payment for services
rendered or to be rendered. Unrealized receivables also include amounts that
would be subject to recapture as ordinary income if Smith L.P. had sold its
assets at their fair market value at the time of the transfer of a unit.

For individuals, trusts and estates, net capital gain from the sale of
an asset held 12 months or less is subject to tax at the applicable rate for
ordinary income. For these taxpayers, the maximum rate of tax on the net capital
gain from a sale or exchange of an asset held for more than 12 months generally
is 20%. An exception to the general 20% rule applies, however, to net capital
gains attributable to the sale of depreciable real property. Under the
exception, gain attributable to prior depreciation deductions not otherwise
recaptured as ordinary income under other depreciation recapture rules is
subject to a rate of tax of 25%. The Internal Revenue Code gives the IRS the
authority to publish regulations regarding the application of the 25% rate to
sales of interests in pass-through entities, such as partnerships, to the extent
that the gain realized on the sale of the interest is attributable to prior
depreciation deductions by the partnership that have not otherwise been
recaptured as ordinary income. The IRS has issued proposed regulations regarding
the application of the 25% rate to sales of interests in partnerships. While
there is some uncertainty regarding whether the 25% rate would apply to sales of
partnership interests before these or similar regulations are finalized, the IRS
has taken the position that this rate currently applies to sales of interests in
partnerships that hold depreciable real property, such as a redemption of units.
Under this view, any gain on the redemption of a unit held for more than 12
months could be treated partly as gain from the sale of depreciable real
property subject to a 25% tax rate, partly as gain from the sale of a long-term
capital asset subject to a 20% tax rate, and to the extent the gain is
attributable to unrealized receivables, partly as ordinary income. Even in the
event that the 25% rate does not

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currently apply to sales of interests in partnerships that hold depreciable real
property, such as a redemption of units, the IRS has proposed regulations that,
if finalized, would apply the 25% rate definitively to these transactions.

BASIS OF UNITS. In general, a unitholder who received units in exchange
for a contribution of property had an initial tax basis in the units equal to
the unitholder's basis in the contributed property. A unitholder's initial basis
generally is increased by the unitholder's share of Smith L.P.'s taxable income
and increases in the unitholder's share of the liabilities of Smith L.P.,
including any increase in the unitholder's share of nonrecourse liabilities. A
unitholder's initial basis generally is decreased, but not below zero, by the
unitholder's share of Smith L.P.'s distributions, decreases in the unitholder's
share of liabilities of Smith L.P., including nonrecourse liabilities, the
unitholder's share of losses of Smith L.P., and the unitholder's share of
nondeductible expenditures of Smith L.P. that are not chargeable to capital.

POTENTIAL APPLICATION OF THE DISGUISED SALE RULES TO A REDEMPTION OF
UNITS. There is a risk that if a unit is redeemed, particularly if it is
redeemed within two years of when it was issued, the IRS might contend that the
original transaction pursuant to which the units were issued should be treated
as a "disguised sale" of property. Under the IRS's disguised sale rules, unless
an exception applies, a partner's contribution of property to a partnership and
a simultaneous or subsequent transfer of money or other consideration, including
the assumption of or taking subject to a liability, from the partnership to the
partner may be treated as a sale, in whole or in part, of the property by the
partner to the partnership. If money or other consideration is transferred by a
partnership to a partner within two years of the partner's contribution of
property, the transactions are presumed to be a sale of the contributed property
unless the facts and circumstances clearly establish that the transfers do not
constitute a sale. If two years have passed between the transfer of money or
other consideration and the contribution of property, the transactions will not
be presumed to be a sale unless the facts and circumstances clearly establish
that the transfers constitute a sale.

COMPARISON OF OWNERSHIP OF UNITS AND COMMON STOCK

An investment in our common stock is substantially equivalent
economically to an investment in units in Smith L.P. A holder of a share of
common stock receives the same distribution that a holder of a unit receives and
shareholders and unitholders generally share equally in the risks and rewards of
ownership in our enterprise. There are, however, some differences between
ownership of units and ownership of shares of common stock, some of which may be
material to investors.

The comparisons below are intended to assist unitholders in
understanding how their investment will be changed if their units are redeemed
for common stock.

----------------------------------------- --------------------------------------
SMITH L.P. CHARLES E. SMITH RESIDENTIAL
REALTY, INC.
----------------------------------------- --------------------------------------

FORM OF ORGANIZATION AND ASSETS OWNED

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------------------------------------------------------------ -------------------------------------------------------
OPERATING PARTNERSHIP COMPANY
------------------------------------------------------------ -------------------------------------------------------
<S> <C>
Smith L.P. is a Delaware limited partnership. Smith L.P. We are a Maryland corporation. We elected to be
owns interests, directly and through subsidiaries, in our taxed as a REIT under the Internal Revenue Code and
properties and, through subsidiaries, conducts our intend to maintain our qualification as a REIT. Our
management and leasing business. Smith L.P. is not only significant asset is our interest in Smith L.P.,
permitted to take any action which would adversely affect which gives us an indirect investment in the
our REIT status. properties owned by Smith L.P. Under Smith L.P.'s
partnership agreement, we generally may not conduct
any business other than in connection with the
ownership of interests in, and management of the
business of, Smith L.P.

ADDITIONAL EQUITY

Smith L.P. is authorized to issue units and such other Our Board of Directors may authorize the issuances
partnership interests, including partnership interests of from time to time of additional equity securities of
different series or classes that may be senior to units, any class or series, or securities or rights
as we may determine. Smith L.P. may issue units and other convertible into such equity securities, for such
partnership interests to us in exchange for the proceeds consideration as the Board of Directors determines.
we raised in an offering of our comparable shares. In
addition, Smith L.P. will issue additional units upon
exercise of the options granted pursuant to our benefit
plans.

BORROWING POLICIES

Smith L.P. has no restrictions on borrowings, and we are Under Smith L.P.'s partnership agreement, we may not
authorized to borrow money on behalf of Smith L.P. Our incur any debts except those for which we may be
Board of Directors has adopted a policy that currently liable as general partner of Smith L.P. and in other
limits the debt-to-total market capitalization ratio of limited circumstances. Therefore, all debt we incur
Smith L.P. to 60%, but the Board of Directors may alter will be through Smith L.P.
this policy at any time.

</TABLE>

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Generally, all management powers over the business and The Board of Directors has exclusive control over our
affairs of Smith L.P. are vested in us as general partner business and affairs. The policies adopted by the
of Smith L.P., and no limited partner of Smith L.P. has Board of Directors generally may be altered or
any right to participate in or exercise control or eliminated without a vote of our shareholders.
management power over the business and affairs of Smith Accordingly, except for their vote in the elections
L.P. Exceptions to this are that: of directors, shareholders will have no control over
our ordinary business policies. The Board of Directors
- we cannot take any action contrary to Smith L.P.'s cannot change our policy of maintaining our REIT status,
partnership agreement without written consent however, without the approval of a majority of our
of all the limited partners; shareholders.

- we cannot cause Smith L.P. to dispose of all or
substantially all of its assets without the consent
of the holders of a majority of the outstanding
units, including units we own;

- until December 31, 2013, we cannot cause or permit
Smith L.P. to dissolve if one or more of the original
limited partners objects to such dissolution; and

- from January 1, 2014 through December 31, 2043, we
cannot cause or permit Smith L.P. to dissolve if
original limited partners holding at least 5% of the
units object to such dissolution.

The limited partners cannot remove us as general partner.

FIDUCIARY DUTIES

Under Delaware law, we, as general partner of Smith L.P., Under Maryland law, the directors must perform their
are required to exercise good faith and integrity in all duties in good faith, in a manner that they
of our dealings relating to partnership affairs. Under reasonably believe to be in our best interests and
the partnership agreement, however, we are under no with the care of an ordinarily prudent person in a
obligation to consider the tax consequences to, or like position. Our directors who act in such a
separate interests of, the limited partners in deciding manner generally will not be liable to us for
whether to cause Smith L.P. to take any actions. We are monetary damages arising from their activities.
not liable for monetary damages for losses sustained,
liabilities incurred, or benefits not derived by the
limited partners in connection with such decisions,
provided that we have acted in good faith.

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We are liable for the obligations and debts of Smith L.P., Our charter provides that the liability of our
unless limits as to these liabilities are stated in the directors and officers to us and to our shareholders
document or instrument evidencing the obligation. Smith for money damages is limited to the fullest extent
L.P. has indemnified us and any of our directors or permitted under Maryland law. Our charter and state
officers from and against all losses, claims, damages, law provide broad indemnification to directors and
liabilities, joint or several, expenses including legal officers, whether serving us or, at our request, any
fees, fines, settlements and other amounts incurred in other entity, to the fullest extent permitted under
connection with any specified actions relating to the Maryland law.
operations of Smith L.P. in which we or any such director
or officer is involved. Smith L.P. will not indemnify us
or our directors or officers, however, if an act was done
in bad faith and was material to the lawsuit, any of us
received an improper personal benefit, or in the case of
any criminal proceeding, any of us had reasonable cause to
believe an act we did was unlawful. Smith L.P. may
reimburse reasonable expenses incurred by an indemnitee in
advance of the final disposition of the proceeding if
Smith L.P. receives an affirmation by the indemnitee of
his, her or its good faith belief that the standard of
conduct necessary for indemnification has been met and an
undertaking by such indemnitee to repay the amount if it
is determined that such standard was not met.

</TABLE>

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Except in limited circumstances as described below under Our charter and by-laws and Maryland corporate law
"Voting Rights," we have exclusive management power over contain provisions that may delay or discourage an
the business and affairs of Smith L.P. The limited unsolicited proposal to acquire us or to remove
partners cannot remove us as the general partner of Smith incumbent management. These provisions include,
L.P. We may prevent a limited partner from transferring among others:
an interest in Smith L.P. or any rights as a limited
partner except in limited circumstances. We may exercise - a staggered Board of Directors;
this right to deter, delay or hamper attempts by persons
to acquire a majority interest in Smith L.P. - authorized capital stock that may be classified
and issued as a variety of equity securities in
the discretion of the Board of Directors,
including securities having superior voting
rights to the common stock;

- restrictions on business combinations with persons
who acquire more than the percentage of common
stock specified in our charter;

- a requirement that directors may be removed
only for cause and only by a vote of at least 80%
of the outstanding common stock; and

- provisions designed to avoid concentration of share
ownership in a manner that would jeopardize our REIT
status under the Internal Revenue Code.

Our Board of Directors has also adopted a shareholder
rights plan which has some antitakeover effects. If
triggered, the shareholder rights plan would cause
substantial dilution to a person or group that sought
to acquire us without the approval of our Board of
Directors.

</TABLE>

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Limited partners have voting rights only as to the Holders of our common stock are entitled to vote on
dissolution of Smith L.P., the sale of all or the election and removal of directors and certain
substantially all of the assets of Smith L.P. and major corporate transactions, including most
amendments of the partnership agreement. Otherwise, we amendments to our charter, any proposal for our
make all decisions relating to the operation and merger or consolidation with or into another entity
management of Smith L.P. As of July 31, 2000, we owned or the sale or disposition of all or substantially
approximately 66% of the common and preferred units. As all of our assets. Holders of common stock have one
partners redeem units, or if we acquire additional units vote per share. Our charter permits the Board of
in exchange for the proceeds of offerings of our Directors to classify and issue capital stock having
securities, our percentage ownership of the units will voting power that may differ from that of the common
increase. If additional units are issued to third stock.
parties, our percentage ownership of the units will
decrease.

AMENDMENT OF THE PARTNERSHIP AGREEMENT OR THE CHARTER

We or any limited partner holding 25% or more of the units Amendments to our charter must be approved by the
may propose to amend the partnership agreement. Such Board of Directors and by the vote of at least
proposal, in order to be effective, must be approved by two-thirds of the votes entitled to be cast at a
the written vote of holders of at least a majority in meeting of shareholders. However, an amendment of
interest of Smith L.P. In addition, we may, without the the provisions relating to any of the classification
consent of the limited partners, amend the partnership of the Board of Directors, the power to remove
agreement as to ministerial matters. directors and the share ownership limits designed to
maintain our REIT status must be approved by an 80%
vote. An amendment relating to termination of our REIT
status requires a majority vote of the shareholders
entitled to vote for such a matter.

VOTE REQUIRED TO DISSOLVE SMITH L.P. OR THE COMPANY

Through December 31, 2013, we cannot elect to dissolve Under Maryland law, the Board of Directors must
Smith L.P. if any original limited partner who became a obtain approval of holders of at least two-thirds of
limited partner on June 30, 1994 holding units issued at the outstanding shares of common stock to dissolve us.
such time objects to such dissolution. From January 1,
2014 through December 31, 2043, we cannot elect to
dissolve Smith L.P. if any original limited partner
who became a limited partner on June 30, 1994 and who
held at least 5% of the units on June 30, 1994 objects
to such dissolution. After January 1, 2044, we may
dissolve Smith L.P. without the consent of the limited
partners.

</TABLE>

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We cannot cause Smith L.P. to sell, exchange, transfer or Under Maryland law, the Board of Directors is
otherwise dispose of all or substantially all of Smith required to obtain approval of the shareholders by
L.P.'s assets without the consent of holders of a majority the affirmative vote of two-thirds of all the votes
of the outstanding units, including units we hold. We entitled to be cast on the matter to sell all or
currently own a majority of the units and thus expect that substantially all of our assets. No approval of the
we would control the outcome of such a vote. shareholders is required for the sale of less than
all or substantially all of our assets.

VOTE REQUIRED TO MERGE

We generally cannot cause Smith L.P. to merge or Under Maryland law, the Board of Directors is
consolidate without the consent of holders of a majority required to obtain approval of the shareholders by
of the outstanding units, including units we hold. We the affirmative vote of two-thirds of all the votes
currently own a majority of the units and thus expect that entitled to be cast on the matter in order to merge
we would control the outcome of such a vote. or consolidate us.

LIABILITY OF INVESTORS

The liability of the limited partners for Smith L.P.'s Under Maryland law, shareholders are not personally
debts and obligations is generally limited to the amount liable for our debts or obligations. Shares of
of their investment in Smith L.P., together with an common stock, upon issuance, will be fully paid and
interest in any undistributed income, if any. Units, upon nonassessable.
issuance, will be fully paid and nonassessable.

REVIEW OF INVESTOR LISTS

Limited partners, upon written demand with a statement of Under Maryland law, a shareholder holding at least 5%
the purpose of such demand and at the limited partner's of our outstanding stock may upon written request
expense, are entitled to obtain a current list of the name inspect and copy during usual business hours our
and last known business, residence or mailing address of shareholder list.
each limited partner of Smith L.P.

</TABLE>

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THE FOLLOWING COMPARES CERTAIN OF THE INVESTMENT ATTRIBUTES AND LEGAL
RIGHTS ASSOCIATED WITH THE OWNERSHIP OF UNITS AND SHARES OF COMMON STOCK.

------------------------------------------------------------ -------------------------------------------------------
UNITS SHARES
------------------------------------------------------------ -------------------------------------------------------
<S> <C>
NATURE OF INVESTMENT

The units constitute equity interests entitling each Shares of our common stock constitute equity
limited partner to his proportionate share of cash interests in us. We are entitled to receive our
distributions made to the limited partners of Smith L.P. proportionate share of distributions made by Smith
L.P. with respect to the units, and each shareholder
is entitled to a proportionate share of any dividends
or distributions paid with respect to the common
stock. The dividends payable to the shareholders are
not fixed in amount and are only paid if, when and as
declared by the Board of Directors. In order to
qualify as a REIT, we must distribute at least 95% of
our taxable income, excluding capital gains, and any
taxable income, including capital gains, not
distributed will be subject to corporate income tax.

LIQUIDITY

Units may be transferred by a limited partner only with Our common stock is freely transferable, subject to
our consent, which consent may be withheld in our sole the ownership limit contained in our charter. The
discretion. We will permit transfers of units only in common stock is listed on the NYSE, and a public
connection with gifts, bequests and transfers by a market for the common stock exists. The breadth and
unitholder to family members and other persons. Subject strength of this secondary market will depend, among
to conditions, each unitholder has the right to elect to other things, upon the number of shares outstanding,
have the unitholder's units redeemed by Smith L.P. Upon our financial results and prospects, the general
redemption, such unitholder will receive, at our election, interest in us and in our real estate investments,
either shares of common stock or the cash equivalent in and our dividend yield compared to that of other debt
exchange for such units. and equity securities.

</TABLE>

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<PAGE>

Smith L.P. is not subject to federal income taxes. We have elected to be taxed as a REIT. So long as we
Instead, each holder of units includes his allocable share qualify as a REIT, we will be permitted to deduct
of Smith L.P.'s taxable income or loss in determining his dividends paid to our shareholders, which effectively
individual federal income tax liability. The maximum will reduce the "double taxation" that typically
effective federal tax rate for individuals under current results when a corporation earns income and
law is 39.6%. distributes that income to its shareholders in the
form of dividends. Our property service businesses,
Income and loss from Smith L.P. generally will be subject however, will not qualify as REITs and thus they will
to the "passive activity" limitations. Under the "passive be subject to federal income tax on their net income
activity" rules, income and loss from Smith L.P. that is at normal corporate rates. The maximum effective tax
considered "passive income" generally can be offset only rate for corporations under current law is 35%.
against income and loss from other investments that
constitute "passive activities," unless Smith L.P. is Dividends we pay will be treated as "portfolio"
considered a "publicly traded partnership," in which case income and cannot be offset with losses from "passive
income and loss from Smith L.P. can be offset only against activities."
other income and loss from Smith L.P. Income of Smith
L.P., however, attributable to dividends from our property Distributions we make to our taxable domestic
service businesses or interest paid by the property shareholders out of current or accumulated earnings
service businesses will not qualify as passive income and and profits will be taken into account by them as
cannot be offset with losses and deductions from a ordinary income. Distributions in excess of current
"passive activity," including losses and deductions or accumulated earnings and profits that are not
attributable to Smith L.P.'s multifamily rental activities. designated as capital gain dividends will be treated
as a non-taxable return of basis to the extent of a
Cash distributions from Smith L.P. will not be taxable to shareholder's adjusted basis in its shares of common
a holder of units except to the extent they exceed the stock, with the excess taxed as capital gain.
holder's basis in his interest in Smith L.P., which Distributions that are designated as capital gain
includes the holder's allocable share of Smith L.P.'s debt. dividends generally will be taxed as gains from the
sale or exchange of a capital asset held for more
Each year, holders of units receive a Schedule K-1 tax than one year, to the extent they do not exceed our
form containing detailed tax information for inclusion in actual net capital gain for the taxable year. We may
preparing their federal income tax returns. elect to require our shareholders to include our
undistributed net capital gains in their income. If
Holders of units are required, in some cases, to file we so elect, shareholders would include their
state income tax returns and/or pay state income taxes in proportionate share of such gains in their income and
the states in which Smith L.P. owns property, even if they be deemed to have paid their share of the tax paid by
are not residents of those states. us on such gains.

</TABLE>

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Shareholders who are individuals generally will not be
required to file state income tax returns and/or pay
state income taxes outside of their state of residence
with respect to our operations and distributions. We
may be required to pay state income taxes in states
where we are authorized to do business.

</TABLE>

<PAGE>

FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

The following discussion summarizes the material federal income tax
considerations to a prospective holder of our common stock. The following
discussion is for general information only, is not exhaustive of all possible
tax considerations, and is not intended to be and should not be construed as tax
advice. For example, it does not include a detailed discussion of any state,
local or foreign tax considerations. Nor does it discuss all of the aspects of
federal income taxation that may be relevant to a prospective shareholder in
light of its particular circumstances or to certain types of shareholders who
are subject to special treatment under the federal income tax laws. For example,
the discussion does not discuss all of the aspects of federal income taxation
that may be relevant to insurance companies, tax-exempt entities, financial
institutions or broker-dealers, foreign corporations, and persons who are not
citizens or residents of the United States.

The information in this section is based on the Internal Revenue Code,
current, temporary and proposed regulations, the legislative history of the
Internal Revenue Code, current administrative interpretations and practices of
the IRS, and court decisions. The reference to IRS interpretations and practices
includes IRS practices and policies as endorsed in private letter rulings, which
are not binding on the IRS except with respect to the taxpayer that receives the
ruling. In each case, these sources are relied upon as they exist on the date of
this prospectus. No assurance can be given that future legislation, regulations,
administrative interpretations and court decisions will not significantly change
current law or adversely affect existing interpretations of existing law. Any
change of this kind could apply retroactively to transactions preceding the date
of the change. Except as described below in "--Requirements for Qualification As
a REIT--Gross Income Tests," we have not received any rulings from the IRS
concerning our tax treatment. Therefore, no assurance can be provided that the
statements made in the following discussion, which do not bind the IRS or the
courts, will not be challenged by the IRS or will be sustained by a court if so
challenged.

EACH PROSPECTIVE HOLDER OF COMMON STOCK IS URGED TO CONSULT WITH ITS
OWN TAX ADVISOR TO DETERMINE THE IMPACT OF ITS PERSONAL TAX SITUATION ON THE
ANTICIPATED TAX CONSEQUENCES OF THE OWNERSHIP AND SALE OF COMMON STOCK. THIS
INCLUDES THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE
OWNERSHIP AND SALE OF COMMON STOCK, AND THE POTENTIAL CHANGES IN APPLICABLE TAX
LAWS.

OUR TAX TREATMENT

We have elected to be taxed as a REIT under Sections 856 through 860 of
the Internal Revenue Code commencing with our taxable year ending December 31,
1994. We believe that our company is organized and has operated in conformity
with the requirements for qualification and taxation as a REIT under the
Internal Revenue Code and we intend to continue to operate as a REIT. We cannot
ensure, however, that we have operated in a manner so as to qualify as a REIT or
that we will continue to operate as a REIT in the future. Our qualification and
taxation as a REIT depend upon our ability to meet on a continuing basis the
various qualification tests imposed under the Internal Revenue Code. These tests
must be met on a continuing basis through actual annual operating results,
distribution levels and diversity of stock ownership. While we intend to operate
so that we qualify as a REIT, given the highly complex nature of the rules
governing REITs, the ongoing importance of factual determinations, and the
possibility of future changes in our circumstances, we cannot ensure that the
actual results of our operations for any taxable year have satisfied or will
satisfy the REIT requirements. Further, the anticipated income tax treatment
described herein may be changed, perhaps retroactively, by legislative,
administrative or judicial action at any time. See "Requirements for
Qualification as a REIT--Failure to Qualify."

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The following is a general description of the Internal Revenue Code
provisions that govern the federal income tax treatment of a REIT and its
shareholders. These provisions are highly technical and complex. This
description is qualified in its entirety by the applicable Internal Revenue Code
provisions, regulations, and administrative and judicial interpretations
thereof, all of which are subject to change prospectively or retroactively.

In any year in which we qualify for taxation as a REIT, we generally
will not be subject to federal corporate income taxes on net income that we
distribute currently to shareholders. This treatment substantially eliminates
the "double taxation" at the corporate and shareholder levels that generally
results from investment in a corporation. However, we will be subject to federal
income tax on any income that we do not distribute. In addition, in some
circumstances, we will be subject to federal income tax on some types of income
even though that income is distributed. Moreover, our property service business
subsidiaries do not qualify as REITs and are subject to federal corporate income
tax on their net income.

REQUIREMENTS FOR QUALIFICATION AS A REIT.

ORGANIZATIONAL REQUIREMENTS. The Internal Revenue Code defines a REIT
as a corporation, trust or association--

1. that is managed by one or more trustees or directors;

2. the beneficial ownership of which is evidenced by transferable
shares, or by transferable certificates of beneficial interest;

3. that would be taxable as a domestic corporation, but for Sections
856 through 859 of the Internal Revenue Code;

4. that is neither a financial institution nor an insurance company
subject to certain provisions of the Internal Revenue Code;

5. the beneficial ownership of which is held by 100 or more persons;

6. during the last half of each taxable year not more than 50% in
value of the outstanding stock of which is owned, directly or
indirectly, by five or fewer individuals (as defined in the
Internal Revenue Code to include certain entities); and

7. that meets other tests, as described below, regarding the nature
of its income and assets.

The Internal Revenue Code provides that conditions (1) through (4),
inclusive, must be met during the entire taxable year and that condition (5)
must be met during at least 335 days of a taxable year of 12 months, or during a
proportionate part of a taxable year of less than 12 months. We believe that we
currently satisfy requirements (1) through (6). In addition, our charter
includes restrictions regarding the transfer of our shares that are intended to
assist us in continuing to satisfy the share ownership requirements described in
(5) and (6) above. Moreover, if we comply with regulatory rules pursuant to
which we are required to send annual letters to holders of common stock
requesting information regarding the actual ownership of the common stock, and
we do not know, or exercising reasonable diligence would not have known, whether
we failed to meet requirement (6) above, we will be treated as having met the
requirement.

GROSS INCOME TESTS. In order to maintain qualification as a REIT, we
must satisfy two gross income requirements, which are applied on an annual
basis. First, at least 75% of our gross income, excluding gross income from
prohibited transactions, for each taxable year must be derived directly or
indirectly from investments relating to real property or mortgages on

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real property or from some types of temporary investments. Investments relating
to real property or mortgages on real property include "rents from real
property" and, in some circumstances, interest. Second, at least 95% of our
gross income, excluding gross income from prohibited transactions, for each
taxable year must be derived from sources that qualify for purposes of the 75%
test, and from dividends, interest and gain from the sale or disposition of
stock or securities, or from any combination of the foregoing.

Rents we receive will qualify as "rents from real property" in
satisfying the gross income requirements for a REIT described above only if
several conditions are met. These conditions relate to the identity of the
tenant, the computation of the rent payable, and the nature of the property
leased. We believe that the portion of the rents that we receive that fails to
qualify as "rents from real property" has not caused, and will not in the future
cause, us to fail to comply with the 75% and 95% gross income tests. Our belief
with respect to this matter, however, is based upon the advice of counsel with
respect to certain technical issues regarding the determination of "rents from
real property" that are not definitively answered under federal tax law. We
cannot ensure that the IRS will agree with these conclusions.

In addition, for rents received to qualify as "rents from real
property," we generally must not operate or manage the property or furnish or
render services to tenants. There are two exceptions to this rule. First, we can
engage in these activities through an "independent contractor" from whom we
derive no revenue. Second, for taxable years beginning after December 31, 2000,
we will be able to engage in these activities through a "taxable REIT
subsidiary." A taxable REIT subsidiary is a corporation other than a REIT in
which a REIT directly or indirectly holds stock and that has made a joint
election with the REIT to be treated as a taxable REIT subsidiary. For a further
discussion of taxable REIT subsidiaries, see "--Asset Tests" below. In addition,
the rule restricting us from operating or managing properties or furnishing or
rendering services to tenants does not apply to the extent that the services we
render are "usually or customarily rendered" in connection with the rental of
space for occupancy only and are not otherwise considered "rendered to the
occupant." These services are referred to as permissible services.

Smith L.P. and the property service businesses provide certain services
with respect to our properties. The property service businesses are not
independent contractors. We have received rulings from the IRS that the
provision of some of the services provided by Smith L.P. and the property
service businesses will not cause the rents received with respect to the
properties to fail to qualify as "rents from real property." In addition, for
our taxable years beginning after December 31, 2000, if one or more of our
property service businesses elects to be treated as taxable REIT subsidiary,
they will be permitted to provide services to our tenants that we currently must
provide through an independent contractor. At least two of the property service
businesses will make the taxable REIT subsidiary election, but a final decision
has not been made regarding which additional, if any, property service
businesses will elect to be treated as taxable REIT subsidiaries.

We also have received rulings from the IRS to the effect that certain
revenues will qualify as "rents from real property." These revenues include the
following:

1. rents from corporate apartments,

2. revenues from laundry equipment,

3. certain parking revenues, and

4. certain revenues related to the provision of telephone and cable
television services.

Based upon our experience in the multifamily and retail property rental
markets in which our properties are located, we believe that all services
provided to tenants by us, whether through Smith L.P. or through the property
service businesses, should be considered permissible services, although there
can be no assurance that the IRS will not contend otherwise. In this regard, if
Smith

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L.P. contemplates providing services in the future that reasonably might
be expected not to meet the "usual or customary" standard, we will arrange to
have such services provided by an independent contractor from which we receive
no income or, for taxable years beginning after December 31, 2000, a taxable
REIT subsidiary.

Even if we provide services that are not permissible services, rents
received generally will qualify as rents from real property so long as the
amount received for the "impermissible services" does not exceed a de minimis
amount. Specifically, so long as the amount received by us for all of the
impermissible services rendered at a specific property does not exceed one
percent of all of the amounts we receive, directly or indirectly, from that
property, then we can provide such services. The amount that we will be deemed
to have received for performing "impermissible services" will be the greater of
the actual amount received or 150% of the direct cost to us of providing those
services.

Smith L.P. may receive fees for the performance of property management
and other services with respect to properties in which Smith L.P. has a partial
interest. Only the portion of the management fee that corresponds to Smith
L.P.'s interest in such properties will qualify as "rents from real property."
The balance will not qualify. Smith L.P. also may receive certain other types of
non-qualifying income. This income includes, for example, certain expense
reimbursements, and dividends and interest from the property service businesses,
which qualify under the 95% gross income test but not under the 75% gross income
test. We believe, however, that the aggregate amount of these fees and other
non-qualifying income in any taxable year will not cause us to exceed the limits
on non-qualifying income under the 75% and 95% gross income tests.

If we fail to satisfy one or both of the 75% or the 95% gross income
tests for any taxable year, we may nevertheless qualify as a REIT for the year
if we are entitled to relief under the Internal Revenue Code. We cannot state,
however, whether in all circumstances we would be entitled to this relief. Even
if this relief applied, a 100% tax would be imposed with respect to the "excess
net income" attributable to the failure to satisfy the 75% and 95% gross income
tests.

ASSET TESTS. In order to maintain qualification as a REIT, we are
currently subject to certain tests relating to the composition of our assets. As
described below, as a result of the Work Incentives Improvement Act, for our
taxable years commencing after December 31, 2000, the third test listed below
will be modified, and we also will become subject to a new asset test.
Currently, at the close of each quarter of our taxable year, we must satisfy the
following tests relating to the nature of our assets.

1. At least 75% of the value of our total assets must be represented
by "real estate assets," cash, cash items, and government
securities.

2. Not more than 25% of our total assets may be represented by
securities, other than those in the 75% asset class.

3. Of the investments included in the 25% asset class, the value of
any one issuer's securities we own may not exceed 5% of the value
of our total assets, and we may not own more than 10% of any one
issuer's outstanding voting securities.

Smith L.P. owns 100% of the nonvoting stock of each of the property
service businesses. In addition, Smith L.P. holds notes from each of the
property service businesses. By virtue of our ownership of units, we are
considered to own our proportionate share of the assets of Smith L.P., including
the securities of each of the property service businesses. We believe that our
share of the aggregate value of the securities of the property service
businesses together with all other assets that do not qualify for purposes of
the 75% test does not exceed 25% of the total value of our assets. We cannot
ensure, however, that the IRS will not contend that our share of the aggregate
value of these

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assets exceeds the 25% value limitation. In addition, we believe that the
value of our share of the securities of each of the property service
businesses individually does not exceed 5% of the total value of our assets.
We cannot ensure, however, that the IRS will not contend either that the
value of the securities of one or more of the property service businesses
exceeds the 5% value limitation, or that all or some of the property service
businesses shall be viewed as a single corporation for purposes of the 5%
value limitation and that the value of the securities of that corporation
exceeds the 5% value limitation.

Smith L.P. does not own more than 10% of the outstanding voting
securities of any of the property service businesses. Accordingly, we believe
that we meet the 10% voting securities test. We cannot ensure, however, that the
IRS will not contend that the nonvoting stock of one or more of the property
service businesses should be considered "voting securities" for purposes of the
10% voting securities test.

The 25% value test must be satisfied on the last day of each calendar
quarter in which we acquire any securities in the 25% asset class. The 5% value
test must be satisfied with respect to a property service business on the last
day of each calendar quarter in which we acquire securities of that business.
Accordingly, each time a unitholder exercises its right to redeem units and our
interest in Smith L.P. increases, the requirement will have to be met. Although
we plan to take steps to ensure that we satisfy the 25% and 5% value tests for
any quarter with respect to which retesting is to occur, we cannot ensure that
these steps always will be successful or will not require a reduction in Smith
L.P.'s overall interest in the property service businesses.

As a result of the Work Incentives Improvement Act, for taxable years
beginning after December 31, 2000, the 5% value test and the 10% voting security
test will be modified in two respects. First, the 10% voting securities test
will be expanded so that we also will be prohibited from owning more than 10% of
the value of the outstanding securities of any one issuer. Second, an exception
to these tests will be created so that we will be permitted to own securities of
a subsidiary that exceed the 5% value test and the new 10% vote or value test if
the subsidiary elects to be a taxable REIT subsidiary. We currently own more
than 10% of the total value of the outstanding securities of each property
service business. The expanded 10% vote or value test, however, will not apply
to a property service business unless it engages in a substantial new line of
business or acquires any substantial asset or we acquire any securities in the
property service business after July 12, 1999. At least two of the property
service businesses will make the taxable REIT subsidiary election, but a final
decision has not been made regarding which of the other property service
businesses, if any, will elect to be treated as taxable REIT subsidiaries.
Pursuant to a new asset test, for taxable years beginning after December 31,
2000, not more than 20% of the value of our total assets will be permitted to be
represented by securities of taxable REIT subsidiaries.

ANNUAL DISTRIBUTION REQUIREMENTS. To qualify as a REIT, we generally
must distribute dividends to our shareholders in an amount at least equal to

1. the sum of (a) 95% (90% for taxable years beginning after December
31, 2000) of our REIT taxable income, computed without regard to
the dividends paid deduction and our net capital gain, and (b) 95%
(90% for taxable years beginning after December 31, 2000) of our
net income after tax, if any, from foreclosure property, MINUS

2. the sum of certain items of noncash income.

Distributions must be made either during the taxable year to which they relate
or, if specific procedures are followed, during the subsequent taxable year. We
will be subject to tax on amounts not distributed at regular capital gains and
ordinary income rates.

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In addition, if we fail to distribute during each calendar year at
least the sum of 85% of our ordinary income, 95% of our capital gain net income
and 100% of our undistributed income from prior years, we will be subject to a
4% nondeductible excise tax on the excess of this required amount over the sum
of the amounts we actually distribute and amounts retained with respect to which
we pay federal income tax.

We believe that we have made, and intend to continue to make, timely
distributions sufficient to satisfy the annual distribution requirements. It is
possible, however, that we, from time to time, may not have sufficient cash or
other liquid assets to meet these requirements. In that event, we may cause
Smith L.P. to arrange for short-term, or possibly long-term, borrowing to permit
the payments of required dividends.

FAILURE TO QUALIFY. If we fail to qualify for taxation as a REIT in any
taxable year and the relief provisions do not apply, we will be subject to tax,
including any applicable alternative minimum tax, on our taxable income at
regular corporate rates. Unless we are entitled to relief under specific
statutory provisions, we also will be disqualified from taxation as a REIT for
the four taxable years following the year during which qualification was lost.
We cannot state whether in all circumstances we would be entitled to this
statutory relief.

TAX ASPECTS OF OUR INVESTMENTS IN SMITH L.P. AND THE PROPERTY SERVICE
BUSINESSES.

GENERAL. All of our investments are through Smith L.P. Smith L.P. holds
substantially all the real estate properties through some of the subsidiary
partnerships. This structure may involve special tax considerations. These tax
considerations include the following:

1. the allocations of income and expense items of Smith L.P. and
those subsidiary partnerships, which could affect the computation
of our taxable income;

2. the status of Smith L.P. and each applicable subsidiary
partnership as a partnership (as opposed to an association taxable
as a corporation) for income tax purposes; and

3. the taking of actions by Smith L.P. or any of the subsidiary
partnerships that could adversely affect our qualification as a
REIT.

We believe that Smith L.P. and each of the subsidiary partnerships will
be treated for tax purposes as partnerships (and not as associations taxable as
corporations). If, however, Smith L.P. or any of the subsidiary partnerships
were treated as an association taxable as a corporation, we would fail to
qualify as a REIT.

TAX ALLOCATIONS WITH RESPECT TO THE PROPERTIES. Smith L.P. was formed
by way of contributions of appreciated property, including several apartment
properties, at the time of its formation. In addition, it has acquired a number
of properties by contribution since that time. When property is contributed to a
partnership in exchange for an interest in the partnership, the partnership
generally takes a carryover basis in that property for tax purposes equal to the
adjusted basis of the contributing partner in the property, rather than a basis
equal to the fair market value of the property at the time of contribution. This
difference is referred to as a "book-tax difference."

Smith L.P.'s partnership agreement requires that all allocations of
partnership income, gain and loss be made in a manner consistent with Section
704(c) of the Internal Revenue Code and the applicable regulations. Therefore,
allocations will tend to eliminate the book-tax differences with respect to the
contributed properties over the life of Smith L.P. However, the allocation rules
of Section 704(c) of the Internal Revenue Code may not always entirely eliminate
the book-tax difference on an annual basis or with respect to a specific taxable
transaction such as a sale.

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Consequently, the carryover basis of contributed properties in the hands of
Smith L.P. could cause us to be allocated lower amounts of depreciation and
other deductions for tax purposes than would be allocated to us if no
property had a book-tax difference. Similarly, the carryover basis of
contributed properties in the hands of Smith L.P. could cause us to be
allocated taxable gain in the event of a sale of contributed properties in
excess of the economic or book income allocated to us as a result of such
sale.

PROPERTY SERVICE BUSINESSES. A significant portion of the amounts used
by Smith L.P. to fund distributions to partners, which in turn are used by us to
fund distributions to holders of common stock, comes from the property service
businesses, through payments on notes issued by the property service businesses
and dividends on nonvoting stock of the property service businesses held by
Smith L.P. The property service businesses do not qualify as REITs and therefore
pay federal, state and local income taxes on their net income at normal
corporate rates. To the extent that they do so, the cash available for
distribution to shareholders is reduced accordingly.

The property service businesses attempt to limit the amount of those
taxes. We cannot ensure, however, whether or the extent to which measures taken
to limit taxes will be successful. Even if those measures are successful, future
increases in the income of the property service businesses inevitably will be
subject to income tax. Moreover, as described above in "--Requirements for
Qualification As a REIT--Gross Income Tests" and "--Asset Tests," two or more of
the property service businesses will elect to be treated as a taxable REIT
subsidiary for years commencing after December 31, 2000. The property service
businesses that make this election will be restrained in their ability to limit
their tax liability for two reasons. First, taxable REIT subsidiaries will be
limited significantly in their ability to deduct interest payments made to an
affiliated REIT. Accordingly, if a property service business elects to be
treated as a taxable REIT subsidiary, it will be limited significantly in its
ability to deduct interest payments on notes issued to Smith L.P. Second, if a
taxable REIT subsidiary pays an amount to a REIT that exceeds the amount that
would be paid in an arm's length transaction, the REIT generally will be subject
to an excise tax equal to 100% of the excess. This rule generally will apply to
amounts paid to Smith L.P. by the property service businesses that elect to be
treated as taxable REIT subsidiaries.

Our ownership of the securities of the property service businesses
currently is subject to certain asset tests. Although, these tests will change
for our taxable years beginning after December 31, 2000, they will continue to
restrict the ability of the property service businesses to increase the size of
their respective businesses unless the value of the assets of Smith L.P.
increase at a commensurate rate. In addition, Smith L.P. currently is prohibited
from exercising control over any of the property service businesses. For our
taxable years beginning after December 31, 2000, Smith L.P. will continue to be
prohibited from exercising control over each property service business that does
not elect to be treated as taxable REIT subsidiary. For a more detailed
discussion of the ownership limitations relating to our ownership of the
property service businesses, see "--Requirements for Qualification As a
REIT--Asset Tests," above.

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TAXATION OF SHAREHOLDERS

TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS. As used herein, the term
"U.S. shareholder" means a holder of common stock who for United States federal
income tax purposes is --

1. a citizen or resident of the United States,

2. a corporation, partnership, or other entity created or organized
in or under the laws of the United States or of any political
subdivision of the United States,

3. an estate or trust the income of which is subject to United States
federal income taxation regardless of its source, or

4. a trust whose administration is subject to the primary supervision
of a United States court and which has one or more United States
persons who have the authority to control all substantial
decisions of the trust.

As long as we qualify as a REIT, distributions made to our taxable U.S.
shareholders out of current or accumulated earnings and profits, which are not
designated as capital gain dividends, will be taken into account by them as
ordinary income. Corporate shareholders will not be eligible for the dividends
received deduction with respect to these dividends. For purposes of determining
whether the distributions on shares of common stock are out of current or
accumulated earnings and profits, our earnings and profits will be allocated
first to shares of preferred stock and second to shares of common stock. We
cannot ensure that we will have sufficient earnings and profits to cover any
distributions on preferred stock or common stock.

To the extent they do not exceed our actual net capital gain for the
taxable year, distributions that are designated as capital gain dividends will
be taxed to taxable non-corporate U.S. shareholders as gains from the sale or
exchange of a capital asset held for more than one year. This tax treatment
applies regardless of the period non-corporate shareholders have held their
stock. Non-corporate U.S. shareholders include individuals, estates, and trusts.
On November 10, 1997, the IRS issued Notice 97-64, which provides generally that
we may classify portions of our designated capital gain dividend in the
following categories:

1. a 20% gain distribution, which would be taxable to taxable
non-corporate U.S. shareholders at a maximum rate of 20%,

2. an unrecaptured Section 1250 gain distribution, which would be
taxable to taxable non-corporate U.S. shareholders at a maximum
rate of 25%, or

3. a 28% gain distribution which would be taxable to taxable
non-corporate U.S. shareholders at a maximum rate of 28%.

In light of the IRS Restructuring and Reform Act of 1998, which
eliminates the 18-month holding period that was required to be met to take
advantage of the lowest capital gain tax rates, the IRS is expected to issue
clarifying guidance regarding the designation of REIT capital gain dividends.
Notice 97-64 provides that a REIT must determine the maximum amounts that it may
designate as 20% and 25% capital gain dividends by performing the computation
required by the Internal Revenue Code as if the REIT were an individual whose
ordinary income were subject to a marginal tax rate of at least 28%. Notice
97-64 further provides that designations made by the REIT only will be effective
to the extent that they comply with Revenue Ruling 89-81, which requires that
distributions made to different classes of shares be composed proportionately of
dividends of a particular type.

To the extent that they do not exceed our actual net capital gain for
the taxable year, distributions made by us that are properly designated as
capital gain dividends will be taxable to

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taxable corporate U.S. shareholders as long-term capital gain. This tax
treatment applies regardless of the period corporate shareholders have held
their stock. Those corporate U.S. shareholders, however, may be required to
treat up to 20% of certain capital gain dividends as ordinary income.

Distributions in excess of current and accumulated earnings and profits
will not be taxable to a taxable U.S. shareholder to the extent that they do not
exceed the adjusted basis of the shareholder's common stock, but rather will
reduce the adjusted basis of such common stock. To the extent that distributions
exceed the adjusted basis of a taxable U.S. shareholder's common stock, they
will be included in income as capital gains, assuming the common stock is a
capital asset in the hands of the shareholder.

In general, a taxable U.S. shareholder will realize gain or loss on the
disposition of common stock equal to the difference between the amount of cash
and the fair market value of any property received on such disposition and the
U.S. shareholder's adjusted basis of such common stock. This gain or loss will
be capital gain or loss if the common stock has been held as a capital asset. In
the case of a taxable U.S. shareholder that is a corporation, such capital gain
or loss will be long-term capital gain or loss if such common stock has been
held for more than one year. Generally, in the case of a taxable non-corporate
U.S. shareholder, such capital gain or loss will be taxed for dispositions
occurring after December 31, 1997, at a maximum rate of 20%, and for
dispositions occurring after December 31, 2000, at a maximum rate of 18% if the
common stock is acquired after December 31, 2000 and held for more than five
years. The Taxpayer Relief Act of 1997 allows the IRS to issue regulations
relating to how the act's new capital gain rates will apply to sales of capital
assets by "pass-through entities," which include REITs such as us, and to sales
of interests in "pass-through entities." The IRS has proposed regulations under
this authority, but as proposed, the regulations do not apply to the taxation of
gain and loss realized on the disposition of common stock. However, the proposed
regulations could be revised to apply to the disposition of common stock, and
additional regulations that would apply to the disposition of common stock could
be promulgated. Shareholders are urged to consult with their own tax advisors
with respect to the rules contained in the Taxpayer Relief Act.

Loss upon a sale or exchange of common stock by a taxable U.S.
shareholder who has held the common stock for six months or less, after applying
certain holding period rules, will be treated as long-term capital loss to the
extent the distributions from us are required to be treated by the shareholder
as long-term capital gain. For a taxable non-corporate U.S. shareholder, the
long-term capital loss will be apportioned among the applicable long-term
capital gain groups to the extent that distributions received by such U.S.
shareholder were previously so treated.

We may elect to require the holders of common stock to include our
undistributed net capital gains in their income. If we make this election, the
holders of common stock will include in their income as long-term capital gains
their proportionate share of such undistributed capital gains. They will be
deemed to have paid their proportionate share of the tax paid by us on the
undistributed capital gains and receive in return a credit or refund for this
amount. A holder of common stock will increase the basis in its common stock by
the difference between the amount of capital gain included in its income and the
amount of the tax it is deemed to have paid. Our earnings and profits will be
adjusted appropriately.

Under certain circumstances, U.S. shareholders may be subject to backup
withholding at the rate of 31% with respect to dividends paid.

TAXATION OF TAX-EXEMPT SHAREHOLDERS. We do not expect that our
distributions to a shareholder that is a tax-exempt entity will constitute
"unrelated business taxable income" ("UBTI"), provided that the tax-exempt
entity has not financed the acquisition of its common stock with "acquisition
indebtedness" within the meaning of the Internal Revenue Code, and the common
stock

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is not otherwise used in an unrelated trade or business of the tax-exempt
entity. For a tax-exempt shareholder that is a social club, voluntary employee
benefit association, supplemental unemployment benefit trust, or qualified group
legal services plan exempt from federal income taxation under Internal Revenue
Code Sections 501 (c)(7), (c)(9), (c)(17) or (c)(20), respectively, income from
an investment in us will constitute UBTI unless the organization is able to
properly deduct amounts set aside or placed in reserve so as to offset the
income generated by its investment in us. The prospective shareholder should
consult its own tax advisors concerning these "set aside" and reserve
requirements.

Notwithstanding the above, however, the Omnibus Budget Reconciliation
Act of 1993 provides that, effective for taxable years beginning in 1994, a
portion of the dividends paid by a "pension held REIT" shall be treated as UBTI
as to any trust which is described in Section 401(a) of the Internal Revenue
Code, is tax exempt under Section 501(a) of the Internal Revenue Code and holds
more than 10%, by value, of the interests in the REIT. Tax-exempt pension funds
that are described in Section 401(a) of the Internal Revenue Code are referred
to below as "qualified trusts." A REIT is a "pension held REIT" if it meets the
following two tests:

1. it would not have qualified as a REIT but for the fact that
Section 856(h)(3) of the Internal Revenue Code, added by the 1993
Act, provides that stock owned by qualified trusts shall be
treated, for purposes of determining whether the REIT is closely
held, as owned by the beneficiaries of the trust rather than by
the trust itself; and

2. either at least one such qualified trust holds more than 25% by
value, of the interests in the REIT, or one or more such qualified
trusts, each of which owns more than 10%, by value, of the
interests in the REIT, hold in the aggregate more than 50%, by
value, of the interests in the REIT.

The percentage of any REIT dividend treated as UBTI is equal to the
ratio of the UBTI earned by the REIT, treating the REIT as if it were a
qualified trust and therefore subject to tax on UBTI, to the total gross income
of the REIT. A DE MINIMIS exception applies where the percentage is less than 5%
for any year. The provisions requiring qualified trusts to treat a portion of
REIT distributions as UBTI will not apply if the REIT is able to satisfy the
"not closely held" requirement without relying upon the "look-through" exception
with respect to qualified trusts. Based on the current estimated ownership of
our common and preferred stock and as a result of certain limitations on
transfer and ownership of common and preferred stock contained in the our
charter, we believe that we should not be classified as a "pension held REIT."

TAXATION OF FOREIGN SHAREHOLDERS. In the following paragraphs,
nonresident alien individuals, foreign corporations, foreign partnerships and
other foreign shareholders will be referred to collectively as foreign
shareholders. The rules governing U.S. federal income taxation of foreign
shareholders are complex. No attempt will be made in the following paragraphs to
provide more than a limited description of these rules. Prospective foreign
shareholders should consult with their own tax advisors to determine the impact
of U.S. federal, state and local income tax laws with regard to an investment in
common stock, including any reporting requirements.

Distributions that are not attributable to gain from sales or exchanges
by us of U.S. real property interests or are not designated by us as capital
gain dividends will be treated as dividends of ordinary income to the extent
that they are made out of our current or accumulated earnings and profits. These
distributions, ordinarily, will be subject to a withholding tax equal to 30% of
the gross amount of the distribution unless an applicable tax treaty reduces
that tax rate. Distributions in excess of our current and accumulated earnings
and profits will not be taxable to a foreign shareholder to the extent that they
do not exceed the adjusted basis of the shareholder's common

29
<PAGE>

stock, but rather will reduce the adjusted basis of such common stock. To
the extent that such distributions exceed the adjusted basis of a foreign
shareholder's common stock, they will give rise to tax liability if the
foreign shareholder otherwise would be subject to tax on any gain from the
sale or disposition of his common stock as described below. Under these
circumstances, we may be required to withhold 10% of any distribution in
excess of our current and accumulated earnings and profits. However, the
foreign shareholder may seek a refund of such amounts from the IRS if it
subsequently determined that the distribution was, in fact, in excess of our
current or accumulated earnings and profits, and the amount withheld exceeded
our foreign shareholder's United States tax liability, if any.

Distributions to a foreign shareholder that are designated by us as a
capital gain dividend, other than those arising from the disposition of a U.S.
real property interest, generally should not be subject to U.S. federal income
taxation unless the investment in the common stock is effectively connected with
a U.S. trade or business or the foreign shareholder is a nonresident alien
individual who is present in the U.S. for 183 days or more during the taxable
year and has a tax home in the US. We will be required to withhold and remit to
the IRS 35% of any distributions to foreign shareholders that are designated as
capital gain dividends, or, if greater, 35% of a distribution that could have
been designated as a capital gain dividend. Amounts withheld on distributions to
foreign shareholders are creditable against the foreign shareholder's FIRPTA tax
liability

For any year in which we qualify as a REIT, distributions that are
attributable to gain from sales or exchanges of U.S. real property interests
will be taxed to a foreign shareholder under the provisions of the Foreign
Investment in Real Property Tax Act of 1980 ("FIRPTA"), at the normal capital
gain rates applicable to U.S. shareholders, subject to applicable alternative
minimum tax and a special alternative minimum tax in the case of nonresident
alien individuals. This tax treatment will apply whether or not the
distributions are designated as a capital gain dividend. Also, distributions
subject to FIRPTA may be subject to a 30% branch profits tax in the hands of a
corporate foreign shareholder not entitled to treaty relief or exemption.

Although the law is not clear on the matter, it appears that amounts we
designate as undistributed capital gains in respect of shares of common stock
generally should be treated with respect to foreign shareholders in the same
manner as actual distributions by us of capital gain dividends. Under that
approach, foreign shareholders would be able to offset as a credit against the
resulting United States federal income tax liability their proportionate share
of the tax we paid on such undistributed capital gains. Also under that
approach, foreign shareholders would be able to receive from the IRS a refund to
the extent their proportionate share of the tax we paid exceeded their actual
United States federal income tax liability.

Gain recognized by a foreign shareholder upon a sale of common stock
generally will not be taxed under FIRPTA if we are a "domestically controlled
REIT." Generally, a "domestically controlled REIT" is a REIT in which at all
times during a specified testing period less than 50% in value of its stock was
held directly or indirectly by foreign persons. We believe that we currently are
a "domestically controlled REIT," and, therefore, the sale of common stock
generally will not be subject to taxation under FIRPTA. If gain on the sale of
common stock were to be subject to tax under FIRPTA, foreign shareholders would
be subject to the same treatment as U.S. shareholders with respect to this gain,
subject to applicable alternative minimum tax and a special alternative minimum
tax in the case of nonresident alien individuals.

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING. Backup withholding
tax generally is a withholding tax imposed at the rate of 31% on certain
payments to persons that fail to furnish certain information under the United
States information reporting requirements. Backup withholding tax and
information reporting will generally not apply to distributions paid to foreign
shareholders outside the United States that are treated as --

30
<PAGE>

1. dividends subject to the 30% (or lower treaty rate) withholding
tax discussed above,

2. capital gains dividends, or

3. distributions attributable to gain from our sale or exchange of
United States real property interests.

As a general matter, backup withholding and information reporting will
not apply to a payment of the proceeds of a sale of common stock by or through a
foreign office of a foreign broker. Information reporting (but not backup
withholding) will apply, however, to a payment of the proceeds of a sale of
common stock by a foreign office of a broker that --

1. is a United States person,

2. derives 50% or more of its gross income for certain periods from
the conduct of a trade or business in the United States, or

3. is a "controlled foreign corporation," generally, a foreign
corporation controlled by United States shareholders, for United
States tax purposes, unless the broker has documentary evidence in
its records that the holder is a foreign shareholder and certain
other conditions are met, or the shareholder otherwise establishes
an exemption.

Payment to or through a United States office of a broker of the
proceeds of a sale of common stock is subject to both backup withholding and
information reporting unless the shareholder certifies under penalty of perjury
that the shareholder is a foreign shareholder, or otherwise establishes an
exemption. A foreign shareholder may obtain a refund of any amounts withheld
under the backup withholding rules by filing the appropriate claim for refund
with the IRS.

The IRS has recently finalized regulations regarding the withholding
and information reporting rules discussed above. In general, these regulations
do not alter the substantive withholding and information reporting requirements
but unify certification procedures and forms and clarify and modify reliance
standards. These regulations generally will be effective for payments made after
December 31, 2000, subject to certain transition rules. Valid withholding
certificates that are held on December 31, 1999, will remain valid until the
earlier of December 31, 2000 or the date of expiration of the certificate under
rules currently in effect (unless otherwise invalidated due to changes in the
circumstances of the person whose name is on such certificate). A foreign
shareholder should consult its own advisor regarding the effect of these
regulations.

OTHER TAX CONSIDERATIONS

STATE AND LOCAL TAXES; DISTRICT OF COLUMBIA UNINCORPORATED BUSINESS
TAX. Our company and our shareholders may be subject to state or local taxation
in various state or local jurisdictions, including those in which we or they
transact business or reside. Our state and local tax treatment and that of our
shareholders may not conform to the federal income tax consequences discussed
above. Consequently, prospective shareholders should consult their own tax
advisors regarding the effect of state and local tax laws on an investment in
common stock.

In this regard, the District of Columbia imposes an unincorporated
business income tax, at an effective rate of 9.975% on the "District of Columbia
taxable income" of partnerships doing business in the District of Columbia.
Because some of our properties are located in the District of Columbia, the
partnership owning these properties will be subject to this tax. In effect, our
share of the "District of Columbia taxable income" attributable to properties
located in the District of Columbia will be subject to this tax. Smith L.P. and
its subsidiary partnerships will attempt to reduce the amount of income that is
considered "District of Columbia taxable income." However, it is

31
<PAGE>

likely that some portion of the income attributable to properties located in the
District of Columbia will be subject to the District of Columbia tax. To the
extent Smith L.P. or a subsidiary partnership is required to pay this tax, the
cash available for distribution to us and, therefore, to our shareholders as
dividends will be reduced. Moreover, our shareholder will not receive a credit
against its own state income tax liability for its share of any District of
Columbia unincorporated business income tax paid by Smith L.P. or a subsidiary
partnership. This tax would not apply if we were to own and operate our assets
directly, rather than through Smith L.P. However, our ability to eliminate Smith
L.P. and thus own its assets directly is severely limited.

32
<PAGE>

PLAN OF DISTRIBUTION

We may issue the shares of common stock covered by this prospectus to
parties who received units in exchange for all of the non-voting stock of
Combustioneer Corporation and AAS Environmental, Inc., if they request
redemption of their units. A redeeming unitholder (who is not otherwise one of
our affiliates) who receives any shares of common stock covered by this
prospectus will be entitled to sell such shares without restriction in the open
market or otherwise.

We will acquire one Unit from a redeeming unitholder in exchange for
each share of common stock that we issue. Thus, with each redemption, our
interest in Smith L.P. will increase.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus does not contain all of the information included in the
registration statement. We have omitted parts of the registration statement in
accordance with the rules and regulations of the SEC. For further information,
we refer you to the registration statement on Form S-3, including its exhibits.
Statements contained in this prospectus about the provisions or contents of any
agreement or other document are not necessarily complete. If SEC rules and
regulations require that such agreement or document be filed as an exhibit to
the registration statement, please see such agreement or document for a complete
description of these matters. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of each
document.

We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy materials that we have
filed with the SEC, including the registration statement, at the following SEC
public reference rooms:

450 Fifth Street. N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661

Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms.

Our SEC filings can also be read at the following address:

New York Stock Exchange
20 Broad Street
New York, New York 10005

Our SEC filings are also available to the public on the SEC's Web Site
at http://www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Exchange Act.

33
<PAGE>

1. Registration Statement on Form 8-A filed on August 16, 1994
registering our common stock under Section 12(b) of the Exchange
Act.

2. Registration Statement on Form 8-A filed on December 9, 1998
registering our rights under Section 12(b) of the Exchange Act.

3. Annual Report on Form 10-K for the year ended December 31, 1999.

4. Quarterly Report on Form 10-Q for the period ending March 31,
2000.

You may request a copy of these filings (other than exhibits and
schedules to such filings, unless such exhibits or schedules are specifically
incorporated by reference into this prospectus), at no cost, by writing or
calling us at the following address:

Charles E. Smith Residential Realty, Inc.
2345 Crystal Drive
Arlington, Virginia 22202
Attention: Mr. Gregory Samay, Vice President and
Treasurer, (703) 769-1000

You should rely on the information incorporated by reference or
provided in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of the common stock in any
state where the offer is not permitted.

EXPERTS

Our financial statements for the fiscal year ended December 31, 1999
and the related schedule incorporated by reference in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report dated February
7, 2000 with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts in giving said report.

LEGAL MATTERS

In connection with this prospectus, Hogan & Hartson L.L.P., Washington,
D.C. has provided its opinion as to the validity of the issuance of the common
stock offered by this prospectus and the discussion of tax matters in this
prospectus.

34
<PAGE>

=============================================== ===============================

YOU SHOULD RELY ON THE INFORMATION
INCORPORATED BY REFERENCE OR PROVIDED IN THIS
PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO
PROVIDE YOU WITH DIFFERENT INFORMATION.
WE ARE NOT MAKING AN OFFER OF THE COMMON [GRAPHIC]
STOCK IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THIS DOCUMENT.

161,765 SHARES

TABLE OF CONTENTS
CHARLES E. SMITH
PAGE RESIDENTIAL REALTY, INC.
----

PROSPECTUS SUMMARY...................... 1
RISK FACTORS............................ 3 COMMON STOCK
REDEMPTION OF UNITS..................... 8
FEDERAL INCOME TAX CONSIDERATIONS....... 20
PLAN OF DISTRIBUTION.................... 33
WHERE YOU CAN FIND MORE INFORMATION..... 33
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE......................... 33
EXPERTS................................. 34 PROSPECTUS
LEGAL MATTERS........................... 34

AUGUST , 2000

=============================================== ===============================

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth those expenses for distribution to be
incurred in connection with the issuance and distribution of the securities
being registered.

<S> <C>
Registration Fee........................................... $1,796.21
Printing and Duplicating Expenses.......................... 1,000
Legal Fees and Expenses.................................... 30,000
Accounting Fees and Expenses............................... 10,000
Blue Sky Fees and Expenses................................. 5,000
Miscellaneous.............................................. 1,000
-----------

Total...................................................... $48,796
===========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are and will be indemnified under Maryland
law, our charter, and our partnership agreement of Smith L.P. against certain
liabilities. Our charter requires us to indemnify our directors and officers to
the fullest extent permitted from time to time by the laws of Maryland. Our
charter also provides that, to the fullest extent permitted under Maryland law,
our directors and officers will not be liable to us and our shareholders for
money damages.

Section 2-418 of the Maryland General Corporation Law generally permits
indemnification of any director made a party to any proceedings by reason of
service as a director unless it is established that (i) the act or omission of
such person was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty; or
(ii) such person actually received an improper personal benefit in money
property or services; or (iii) in the case of any criminal proceeding, such
person had reasonable cause to believe that the act or omission was unlawful.
The indemnity may include judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the director in connection with the
proceeding; but, if the proceeding is one by or in the right of the corporation,
indemnification is not permitted with respect to any proceeding in which the
director has been adjudged to be liable to the corporation, or if the proceeding
is one charging improper personal benefit to the director, whether or not
involving action in the director's official capacity, indemnification of the
director is not permitted if the director was adjudged to be liable on the basis
that personal benefit was improperly received. The termination of any proceeding
by conviction or upon a plea of nolo contendere or its equivalent, or any entry
of an order of probation prior to judgment, creates a rebuttable presumption
that the director did not meet the requisite standard of conduct required for
permitted indemnification. The termination of any proceeding by judgment, order
or settlement, however, does not create a presumption that the director failed
to meet the requisite standard of conduct for permitted indemnification.

The partnership agreement also provides for indemnification of us, or
any of our directors or officers, in our capacity as general partner of Smith
L.P., from and against all losses, claims, damages, liabilities, joint or
several, expenses (including legal fees), fines, settlements and other amounts
incurred in connection with any actions relating to the operations of Smith L.P.
as set forth in the partnership agreement.

ITEM 16. EXHIBITS

3.1(a) Our Amended and Restated Articles of Incorporation
3.2(b) Articles Supplementary relating to Series A
Cumulative Convertible Redeemable Preferred Stock
3.3(c) Articles Supplementary relating to Series B
Cumulative Convertible Redeemable Preferred Stock
3.4(c) Certificate of Correction relating to Series B Cumulative
Convertible Redeemable Preferred Stock
3.5(d) Articles Supplementary relating to Series C Cumulative
Redeemable Preferred Stock

II-1
<PAGE>

3.6(e) Certificate of Correction relating to Series C Cumulative
Redeemable Preferred Stock
3.7(f) Articles Supplementary relating to Series D Junior
Participating Preferred Stock
3.8(g) Articles Supplementary relating to Series E, F and G
Cumulative Convertible Redeemable Preferred Stock
3.9(h) Articles Supplementary relating to Series H
Cumulative Convertible Redeemable Preferred Stock
3.10(i) Our Amended and Restated Bylaws
4.1(j) First Amended and Restated Agreement of Limited Partnership of
Smith L.P., as amended
4.2(j) Certificate of Limited Partnership of Smith L.P.
4.3(k) Rights Agreement
5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of the
Common Stock
8.1 Opinion of Hogan & Hartson L.L.P. regarding certain tax
matters
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 8.1)
23.3 Consent of Arthur Andersen LLP
24 Power of Attorney (included on signature page (II-4))

-----------

(a) Incorporated by reference to Exhibit 3.1 to our registration statement
on Form S-11 (File No. 33-75288).

(b) Incorporated by reference to Exhibit 3.1 to our quarterly report on
Form 10-Q for the quarter ended June 30, 1997 (File No. 1-13174).

(d) Incorporated by reference to Exhibit 3.5 to our registration statement
on Form S-3 (File No. 333-17053).

(e) Incorporated by reference to Exhibit 3.6 to our registration statement
on Form S-3 (File No. 333-17053).

(f) Incorporated by reference to Exhibit 99.1 to our current report on Form
8-K dated December 2, 1998 (File No. 1-13174).

(g) Incorporated by reference to Exhibits 99.1, 99.2 and 99.3,
respectively, to our quarterly report on Form 10-Q for the quarter
ended June 30, 1999 (File No. 1-13174).

(h) Incorporated by reference to Exhibit 99.1 to our quarterly report on
Form 10-Q for the quarter ended September 30, 1999 (File No. 1-13174).

(i) Incorporated by reference to Exhibit 3.2 to our registration statement
on Form S-3 (File No. 33-93986).

(j) Incorporated by reference to the same titled and numbered exhibit to
our Annual Report on Form 10-K for the year ended December 31, 1994
(File No. 1-13174).

(k) Incorporated by reference to Exhibit 99.1 to our current report on Form
8-K dated December 2, 1998 (File No. 1-13174).

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of registration Fee"
table in the effective registration statement;

II-2

<PAGE>

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in this registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in the periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the Securities offered herein, and the
offering of such Securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the Securities being registered which remain unsold at the termination of
the offering.

The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the Securities offered herein, and the offering of such
Securities at that time shall be deemed to be the initial BONA FIDE offering
thereof. The undersigned Registrant hereby further undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance under Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 of this
registration statement, or otherwise (other than insurance), the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the Securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Arlington, Commonwealth of Virginia, on August 10,
2000.

CHARLES E. SMITH RESIDENTIAL REALTY, INC.

By: /s/ ERNEST A. GERARDI, JR.
---------------------------
Name: Ernest A. Gerardi, Jr.
Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Ernest A. Gerardi, Jr. and Robert
D. Zimet, or either one of them, as true and lawful attorney-in-fact, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all instruments for him and in his name in the
capacities indicated below, which said attorney-in-fact may deem necessary or
advisable to enable said co-registrant to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission, in connection with this registration statement, or any
registration statement for this offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Exchange Act of 1933, including
specifically, but without limitation, any and all amendments (including
post-effective amendments) hereto and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission; and each hereby ratifies and confirms all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ ROBERT H. SMITH Chairman of the Board and Director August 11, 2000
--------------------
Robert H. Smith

/s/ ERNEST A. GERARDI, JR. President, Chief Executive Officer, August 11, 2000
--------------------------- and Director
Ernest A. Gerardi, Jr.

/s/ WESLEY D. MINAMI Executive Vice President and Chief Financial August 11, 2000
--------------------- Officer
Wesley D. Minami

/s/ STEVEN E. GULLEY Controller and Chief Accounting Officer August 11, 2000
---------------------
Steven E. Gulley

</TABLE>

II-4

<PAGE>

/s/ CHARLES B. GILL Director August 11, 2000
--------------------
Charles B. Gill

/s/ ROGER J. KILEY, JR. Director August 11, 2000
------------------------
Roger J. Kiley, Jr.

/s/ ROBERT P. KOGOD Director August 11, 2000
--------------------
Robert P. Kogod

/s/ R. MICHAEL MCCULLOUGH Director August 11, 2000
--------------------------
R. Michael McCullough

/s/ KAREN HASTIE WILLIAMS Director August 11, 2000
--------------------------
Karen Hastie Williams

</TABLE>

II-5

<PAGE>

EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>

EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT DESCRIPTION NUMBERED PAGE
------ ------------------- -------------
<S> <C> <C>
3.1(a) Our Amended and Restated Articles of Incorporation.............................
3.2(b) Articles Supplementary relating to Series A Cumulative
Convertible Redeemable Preferred Stock.........................................
3.3(c) Articles Supplementary relating to Series B Cumulative
Convertible Redeemable Preferred Stock.........................................
3.4(c) Certificate of Correction relating to Series B Cumulative
Convertible Redeemable Preferred Stock.........................................
3.5(d) Articles Supplementary relating to Series C Cumulative
Redeemable Preferred Stock.....................................................
3.6(e) Certificate of Correction relating to Series C Cumulative
Redeemable Preferred Stock.....................................................
3.7(f) Articles Supplementary relating to Series D Junior
Participating Preferred Stock..................................................
3.8(g) Articles Supplementary relating to Series E, F and G
Cumulative Convertible Redeemable Preferred Stock..............................
3.9(h) Articles Supplementary relating to Series H
Cumulative Convertible Redeemable Preferred Stock..............................
3.10(i) Our Amended and Restated Bylaws................................................
4.1(j) First Amended and Restated Agreement of Limited Partnership
of Smith L.P., as amended
4.2(j) Certificate of Limited Partnership of Smith L.P................................
4.3(k) Rights Agreement...............................................................
5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of the
Common Stock...................................................................
8.1 Opinion of Hogan & Hartson L.L.P. regarding certain tax
matters........................................................................
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)....................
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 8.1)....................
23.3 Consent of Arthur Andersen LLP.................................................
24 Power of Attorney (included on signature page (II-4)

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(a) Incorporated by reference to Exhibit 3.1 to our registration statement
on Form S-11 (File No. 33-75288).