<SUBMISSION>
<ACCESSION-NUMBER>0001157523-07-000561
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20070119
<ITEMS>5.02
<ITEMS>9.01
<FILING-DATE>20070124
<DATE-OF-FILING-DATE-CHANGE>20070124
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACADIA REALTY TRUST
<CIK>0000899629
<ASSIGNED-SIC>6798
<IRS-NUMBER>232715194
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-12002
<FILM-NUMBER>07549408
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>20 SOUNDVIEW MARKETPLACE
<STREET2>PO BOX 1679
<CITY>PORT WASHINGTON
<STATE>NY
<ZIP>11050
<PHONE>5167678830
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>600 THIRD AVE
<STREET2>PO BOX 1679
<CITY>KINGSTON
<STATE>PA
<ZIP>18704
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MARK CENTERS TRUST
<DATE-CHANGED>19930329
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5317853.txt
<DESCRIPTION>ACADIA REALTY TRUST 8K
<TEXT>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event Reported): January 19, 2007

                               ACADIA REALTY TRUST
             (Exact name of registrant as specified in its charter)

          Maryland                      1-12002                23-2715194
      (State or other                 (Commission           (I.R.S. Employer
jurisdiction of incorporation)        File Number)         Identification No.)


                             1311 Mamaroneck Avenue
                                    Suite 260
                          White Plains, New York 10605
               (Address of principal executive offices) (Zip Code)

                                 (914) 288-8100
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425 )

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>




Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2007,  Acadia Realty Trust (the "Company")  entered into a Fourth
Amendment to Employment  Agreement (the "Employment  Agreement  Amendment") with
Kenneth F.  Bernstein,  Chief  Executive  Officer,  President  and Trustee.  The
Employment  Agreement  Amendment  amends  Mr.  Bernstein's  existing  employment
agreement  dated  October  1998  which was  amended by a first  Amendment  dated
January 1, 2001, a second  amendment dated January 1, 2004 and a third amendment
dated January 1, 2006.  The  Employment  Agreement  Amendment is effective as of
December 31, 2006.

On January 19,  2007,  the Company  entered  into First  Amendment  to Severance
Agreements (the "Severance  Agreement  Amendments")  with Joel Braun,  Executive
Vice  President  and Chief  Investment  Officer,  Michael  Nelsen,  Senior  Vice
President and Chief Financial  Officer,  Robert Masters,  Senior Vice President,
General Counsel, Chief Compliance Officer and Secretary and Joseph Hogan, Senior
Vice President and Director of Construction  (collectively,  the  "Executives").
The  Severance  Agreement  Amendments  amend the existing  severance  agreements
between  the  Company  and  each  of the  Executives.  The  Severance  Agreement
Amendments are effective as of December 31, 2006.

The following is a brief description of the Employment  Agreement  Amendment and
the  Severance  Agreement  Amendments  (collectively,   the  "Agreements").  The
Agreements  remove the "single  trigger" Change of Control  provision that would
have  required  the  Company  to incur  certain  obligations,  and make  certain
payments to Mr.  Bernstein and the Executives  (collectively,  the  "Officers"),
upon a Change of Control  without any  termination of their  employment with the
Company. The Agreements add a provision that the Officers shall have no right to
receive compensation following a Change in Control unless the Company terminates
the Officers without Cause or they terminate their employment for Good Reason in
which event Mr. Bernstein shall be entitled to all the benefits described in his
employment  agreement and the  Executives  shall be entitled to all the benefits
described in their  severance  agreements.  The Agreements  also redefine Cause,
Change in Control and Good Reason.

The  foregoing  description  is  qualified  in its  entirety by reference to the
Employment  Agreement  Amendment and Severance Agreement  Amendments,  copies of
which are filed herewith as Exhibits 10.1,  10.2,  10.3,  10.4, and 10.5 of this
form 8-K and are incorporated into this Item 5.02 by reference.



Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements

Not Applicable

(b) Pro Forma Financial Information

Not Applicable

(c) Shell Company Transactions

Not Applicable



 (d) Exhibits

 Exhibit Number      Description
 --------------      --------------------------------

10.1     Fourth Amendment to Employment Agreement dated January 19, 2007 between
         the Company and Kenneth F. Bernstein.

10.2     First  Amendment to Severance  Agreement dated January 19, 2007 between
         the Company and Joel Braun.

10.3     First  Amendment to Severance  Agreement dated January 19, 2007 between
         the Company and Michael Nelsen.

10.4     First  Amendment to Severance  Agreement dated January 19, 2007 between
         the Company and Robert Masters.

10.5     First  Amendment to Severance  Agreement dated January 19, 2007 between
         the Company and Joseph Hogan.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                     ACADIA REALTY TRUST


                                     (Registrant)


Date: January 24, 2007               By: /s/ Michael Nelsen
                                     ----------------------
                                     Name:   Michael Nelsen
                                     Title: Chief Financial Officer and
                                            Senior Vice President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a5317853ex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                  EXHIBIT 10.1

                    FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT



         This Fourth  Amendment (the "Fourth  Amendment")  executed  January 19,
2007 to the Employment  Agreement (the "Agreement")  between Acadia Realty Trust
(the "Trust") and Kenneth F. Bernstein ("Executive").

         WHEREAS,  the Trust and Executive entered into an Employment  Agreement
dated as of October , 1998 (the "Employment Agreement"); and

         WHEREAS,  the  Employment  Agreement  was amended by a First  Amendment
dated as of January 1, 2001, a Second  Amendment dated as of January 1, 2004 and
a Third Amendment dated as of January 1, 2006; and

         WHEREAS, the Trust and Executive desire to further amend the Employment
Agreement.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and for other good and valuable consideration  including the continuation
of  employment  by the Trust,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Trust and Executive hereby agree as follows:

         1. DEFINITIONS. Terms not defined herein have the meanings set forth in
the Agreement.

         a) The  definition  of "Cause" is hereby  deleted and the  following is
hereby substituted therefor:

                  CAUSE. The Trust shall have the right to terminate Executive's
                  employment   for  Cause  upon   Executive's:   (A)  deliberate
                  misrepresentation  in connection  with, or willful  failure to
                  cooperate  with  a  bona  fide  internal  investigation  or an
                  investigation  by regulatory or law  enforcement  authorities,
                  after being  instructed  by the Company to  cooperate,  or the
                  willful  destruction or failure to preserve documents or other
                  materials  known to be relevant to such  investigation  or the
                  willful  inducement  of  others  to  fail to  cooperate  or to
                  produce  documents or other materials;  (B) failure to perform
                  his duties  hereunder  (other than any such failure  resulting
                  from Executive's incapacity due to physical or mental illness)
                  which  failure  continues  for a period of three (3)  business
                  days after written demand for  corrective  action is delivered
                  by the Trust specifically  identifying the manner in which the
                  Trust believes the Executive has not performed his duties; (C)
                  conduct  by  the  Executive  constituting  a  material  act of
                  willful  misconduct in connection  with the performance of his
                  duties,  including,  without  limitation,  misappropriation of
                  funds or  property  of the Trust  other  than the  occasional,
                  customary  and de minimis use of Trust  property  for personal
                  purposes;  (D)  disparagement  of  the  Trust,  its  officers,
                  trustees,  employees or partners;  (E) soliciting any existing
                  employee  of the Trust  above  the level of an  administrative
                  assistant to work at another company; or (F) the commission by
                  the  Executive  of a felony  or  misdemeanor  involving  moral
                  turpitude, deceit, dishonesty or fraud,
<PAGE>

         b) The  definition  of "Change of Control" is hereby  deleted,  thereby
specifically  deleting the two  sentences set forth in said  definition  wherein
Executive has the right  voluntarily to terminate  employment on or within three
(3) months  following a Change in Control and to have said termination be deemed
a termination for Good Reason, and the following is hereby substituted therefor:

                  CHANGE IN CONTROL.  For purposes of this Agreement  "Change in
                  Control"  shall  mean  that any of the  following  events  has
                  occurred:  (A) any  "person"  or "group" of  persons,  as such
                  terms  are  used  in  Sections  13 and  14 of  the  Securities
                  Exchange Act of 1934, as amended (the "Exchange  Act"),  other
                  than any employee benefit plan sponsored by the Trust, becomes
                  the "beneficial  owner", as such term is used in Section 13 of
                  the  Exchange  Act  (irrespective  of any  vesting  or waiting
                  periods)  of (i)  Common  Shares in an amount  equal to thirty
                  percent  (30 %) or more of the sum total of the Common  Shares
                  issued and outstanding  immediately  prior to such acquisition
                  as if they were a single  class and  disregarding  any  equity
                  raise in connection  with the  financing of such  transaction;
                  provided,  however,  that in  determining  whether a Change of
                  Control has occurred,  Outstanding Shares or Voting Securities
                  which are acquired in an  acquisition  by (i) the Trust or any
                  of its  subsidiaries  or (ii) an employee  benefit  plan (or a
                  trust forming a part  thereof)  maintained by the Trust or any
                  of its subsidiaries  shall not constitute an acquisition which
                  can  cause a Change of  Control;  or (B) the  approval  of the
                  dissolution or  liquidation of the Trust;  or (C) the approval
                  of the sale or other  disposition of all or substantially  all
                  of its  assets  in  one  (1) or  more  transactions;  or (D) a
                  turnover,  during any two (2) year period,  of the majority of
                  the members of the Board,  without the consent of the majority
                  of the members of the Board as to the  appointment  of the new
                  Board members.

         c) The  definition of "Good Reason" is hereby deleted and the following
is substituted therefor:

                  GOOD REASON.  The Executive  shall have the right to terminate
                  his employment  for "Good Reason":  (A) upon the occurrence of
                  any material breach of this Agreement by the Trust which shall
                  include but not be limited to: a material,  adverse alteration
                  in the  nature  of  Executive's  duties,  responsibilities  or
                  authority;  (B) upon a reduction  in  Executive's  Annual Base
                  Salary or a material  reduction in other benefits  (except for
                  bonuses or similar discretionary payments) as in effect at the
                  time in  question,  or a failure to pay such  amounts when due
                  which is not cured by the  Trust  within  ten (10) days  after
                  written  notice of such default by the  Executive,  (C) if the
                  Trust relocates  Executive's office requiring the Executive to
                  increase his commuting  time by more than one (1) hour, or (D)
                  the Trust's  failure to provide  benefits  comparable to those
                  provided the  Executive as of the Effective  Date,  other than
                  any  such  failure  which  affects  all  comparably   situated
                  officers, then the Executive shall have the right to terminate
                  his  employment,  which  termination  shall be deemed for Good
                  Reason.
<PAGE>

         2.  CHANGE  OF  CONTROL.   Notwithstanding  anything  to  the  contrary
contained in the Employment Agreement,  Executive shall have no right to receive
the compensation described in Section 3 following a Change of Control unless the
Trust terminates  Executive's  employment without Cause or Executive  terminates
his employment for Good Reason,  in which event the Executive  shall be entitled
to all the  benefits  described  in the  Employment  Agreement as if this Fourth
Amendment were not executed.

         3.  EFFECTIVE  DATE.  This Fourth  Amendment  shall be  effective as of
December 31, 2006.

         4. SUCCESSORS; COUNTERPARTS. This Fourth Amendment (i) shall be binding
on the executors,  administrators,  estates,  heirs and legal  successors of the
parties and (ii) may be executed in several counterparts with the same effect as
if  the  parties  executing  the  several  counterparts  had  all  executed  one
counterpart.

         5.  GOVERNING  LAW.  This  Fourth  Amendment  shall be  governed by and
construed in  accordance  with the laws of the State of New York without  giving
effect to the principles of conflict of laws thereof.

         IN WITNESS  WHEREOF,  the undersigned have hereto set their hands as of
the day and year first above written.

                                       ACADIA REALTY TRUST


                                       By: /S/ ROBERT MASTERS
                                       --------------------------------------
                                       Robert Masters, Senior Vice President


                                       By: /S/ KENNETH F. BERNSTEIN
                                       --------------------------------------
                                       Kenneth F. Bernstein, Executive



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a5317853ex102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                  EXHIBIT 10.2

                     FIRST AMENDMENT TO SEVERANCE AGREEMENT



         This First Amendment (the "First Amendment")  executed January 19, 2007
to the Severance  Agreement (the  "Agreement")  between Acadia Realty Trust (the
"Trust") and Joel Braun ("Senior Officer").

         WHEREAS, the Trust and Senior Officer desire to amend the Agreement.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and for other good and valuable consideration  including the continuation
of  employment  by the Trust,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Trust and Senior Officer hereby agree as follows:

         1. DEFINITIONS. Terms not defined herein have the meanings set forth in
the Agreement.

         a) The  definition  of "Cause" is hereby  deleted and the  following is
hereby substituted therefor:

                  CAUSE.  The Trust  shall  have the right to  terminate  Senior
                  Officer's  employment  for Cause upon  Senior  Officer's:  (A)
                  deliberate  misrepresentation  in connection  with, or willful
                  failure to cooperate  with a bona fide internal  investigation
                  or  an   investigation   by  regulatory  or  law   enforcement
                  authorities,   after  being   instructed  by  the  Company  to
                  cooperate,  or the willful  destruction or failure to preserve
                  documents  or other  materials  known to be  relevant  to such
                  investigation  or the willful  inducement of others to fail to
                  cooperate  or to produce  documents  or other  materials;  (B)
                  failure to perform his duties  hereunder  (other than any such
                  failure  resulting  from Senior  Officer's  incapacity  due to
                  physical or mental  illness)  which  failure  continues  for a
                  period of three (3)  business  days after  written  demand for
                  corrective  action  is  delivered  by the  Trust  specifically
                  identifying  the manner in which the Trust believes the Senior
                  Officer  has not  performed  his  duties;  (C)  conduct by the
                  Senior   Officer   constituting  a  material  act  of  willful
                  misconduct in connection  with the  performance of his duties,
                  including,  without  limitation,  misappropriation of funds or
                  property of the Trust other than the occasional, customary and
                  de minimis use of Trust  property for personal  purposes;  (D)
                  disparagement of the Trust, its officers,  trustees, employees
                  or partners; (E) soliciting any existing employee of the Trust
                  above  the  level of an  administrative  assistant  to work at
                  another  company;  or (F) the commission by the Senior Officer
                  of a felony or misdemeanor involving moral turpitude,  deceit,
                  dishonesty or fraud,
<PAGE>

         b) The  definition  of "Change of Control" is hereby  deleted,  thereby
specifically  deleting the two  sentences set forth in said  definition  wherein
Senior Officer has the right  voluntarily  to terminate  employment on or within
three (3) months  following a Change in Control and to have said  termination be
deemed a termination  for Good Reason,  and the following is hereby  substituted
therefor:

                  CHANGE IN CONTROL.  For purposes of this Agreement  "Change in
                  Control"  shall  mean  that any of the  following  events  has
                  occurred:  (A) any  "person"  or "group" of  persons,  as such
                  terms  are  used  in  Sections  13 and  14 of  the  Securities
                  Exchange Act of 1934, as amended (the "Exchange  Act"),  other
                  than any employee benefit plan sponsored by the Trust, becomes
                  the "beneficial  owner", as such term is used in Section 13 of
                  the  Exchange  Act  (irrespective  of any  vesting  or waiting
                  periods)  of (i)  Common  Shares in an amount  equal to thirty
                  percent  (30 %) or more of the sum total of the Common  Shares
                  issued and outstanding  immediately  prior to such acquisition
                  as if they were a single  class and  disregarding  any  equity
                  raise in connection  with the  financing of such  transaction;
                  provided,  however,  that in  determining  whether a Change of
                  Control has occurred,  Outstanding Shares or Voting Securities
                  which are acquired in an  acquisition  by (i) the Trust or any
                  of its  subsidiaries  or (ii) an employee  benefit  plan (or a
                  trust forming a part  thereof)  maintained by the Trust or any
                  of its subsidiaries  shall not constitute an acquisition which
                  can  cause a Change of  Control;  or (B) the  approval  of the
                  dissolution or  liquidation of the Trust;  or (C) the approval
                  of the sale or other  disposition of all or substantially  all
                  of its  assets  in  one  (1) or  more  transactions;  or (D) a
                  turnover,  during any two (2) year period,  of the majority of
                  the members of the Board,  without the consent of the majority
                  of the members of the Board as to the  appointment  of the new
                  Board members.

         c) The  definition of "Good Reason" is hereby deleted and the following
is substituted therefor:

                  GOOD  REASON.  The  Senior  Officer  shall  have the  right to
                  terminate  his  employment  for  "Good  Reason":  (A) upon the
                  occurrence  of any  material  breach of this  Agreement by the
                  Trust which  shall  include but not be limited to: a material,
                  adverse  alteration in the nature of Senior Officer's  duties,
                  responsibilities or authority;  (B) upon a reduction in Senior
                  Officer's Annual Base Salary or a material  reduction in other
                  benefits   (except  for   bonuses  or  similar   discretionary
                  payments) as in effect at the time in  question,  or a failure
                  to pay such  amounts  when due which is not cured by the Trust
                  within ten (10) days after  written  notice of such default by
                  the  Senior  Officer,   (C)  if  the  Trust  relocates  Senior
                  Officer's  office requiring the Senior Officer to increase his
                  commuting  time by more than one (1) hour,  or (D) the Trust's
                  failure to provide  benefits  comparable to those provided the
                  Senior Officer as of the Effective  Date,  other than any such
                  failure which affects all comparably  situated officers,  then
                  the  Senior  Officer  shall  have the right to  terminate  his
                  employment, which termination shall be deemed for Good Reason.
<PAGE>

         2.  CHANGE  OF  CONTROL.   Notwithstanding  anything  to  the  contrary
contained in the  Agreement,  Senior  Officer shall have no right to receive the
compensation  described  in Section 3 following  a Change of Control  unless the
Trust  terminates  Senior Officer's  employment  without Cause or Senior Officer
terminates  his  employment  for Good Reason,  in which event the Senior Officer
shall be entitled to all the  benefits  described  in the  Agreement  as if this
First Amendment were not executed.

         3.  EFFECTIVE  DATE.  This First  Amendment  shall be  effective  as of
December 31, 2006.

         4. SUCCESSORS;  COUNTERPARTS. This First Amendment (i) shall be binding
on the executors,  administrators,  estates,  heirs and legal  successors of the
parties and (ii) may be executed in several counterparts with the same effect as
if  the  parties  executing  the  several  counterparts  had  all  executed  one
counterpart.

         5.  GOVERNING  LAW.  This  First  Amendment  shall be  governed  by and
construed in  accordance  with the laws of the State of New York without  giving
effect to the principles of conflict of laws thereof.

         IN WITNESS  WHEREOF,  the undersigned have hereto set their hands as of
the day and year first above written.


                                    ACADIA REALTY TRUST


                                    By: /S/ ROBERT MASTERS
                                    -------------------------------------
                                    Robert Masters, Senior Vice President


                                    By: /S/ JOEL BRAUN
                                    -------------------------------------
                                    Joel Braun, Senior Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>a5317853ex103.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                  EXHIBIT 10.3

                     FIRST AMENDMENT TO SEVERANCE AGREEMENT



         This First Amendment (the "First Amendment")  executed January 19, 2007
to the Severance  Agreement (the  "Agreement")  between Acadia Realty Trust (the
"Trust") and Michael Nelsen ("Senior Officer").

         WHEREAS, the Trust and Senior Officer desire to amend the Agreement.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and for other good and valuable consideration  including the continuation
of  employment  by the Trust,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Trust and Senior Officer hereby agree as follows:

         1. DEFINITIONS. Terms not defined herein have the meanings set forth in
the Agreement.

         a) The  definition  of "Cause" is hereby  deleted and the  following is
hereby substituted therefor:

                  CAUSE.  The Trust  shall  have the right to  terminate  Senior
                  Officer's  employment  for Cause upon  Senior  Officer's:  (A)
                  deliberate  misrepresentation  in connection  with, or willful
                  failure to cooperate  with a bona fide internal  investigation
                  or  an   investigation   by  regulatory  or  law   enforcement
                  authorities,   after  being   instructed  by  the  Company  to
                  cooperate,  or the willful  destruction or failure to preserve
                  documents  or other  materials  known to be  relevant  to such
                  investigation  or the willful  inducement of others to fail to
                  cooperate  or to produce  documents  or other  materials;  (B)
                  failure to perform his duties  hereunder  (other than any such
                  failure  resulting  from Senior  Officer's  incapacity  due to
                  physical or mental  illness)  which  failure  continues  for a
                  period of three (3)  business  days after  written  demand for
                  corrective  action  is  delivered  by the  Trust  specifically
                  identifying  the manner in which the Trust believes the Senior
                  Officer  has not  performed  his  duties;  (C)  conduct by the
                  Senior   Officer   constituting  a  material  act  of  willful
                  misconduct in connection  with the  performance of his duties,
                  including,  without  limitation,  misappropriation of funds or
                  property of the Trust other than the occasional, customary and
                  de minimis use of Trust  property for personal  purposes;  (D)
                  disparagement of the Trust, its officers,  trustees, employees
                  or partners; (E) soliciting any existing employee of the Trust
                  above  the  level of an  administrative  assistant  to work at
                  another  company;  or (F) the commission by the Senior Officer
                  of a felony or misdemeanor involving moral turpitude,  deceit,
                  dishonesty or fraud,
<PAGE>

         b) The  definition  of "Change of Control" is hereby  deleted,  thereby
specifically  deleting the two  sentences set forth in said  definition  wherein
Senior Officer has the right  voluntarily  to terminate  employment on or within
three (3) months  following a Change in Control and to have said  termination be
deemed a termination  for Good Reason,  and the following is hereby  substituted
therefor:

                  CHANGE IN CONTROL.  For purposes of this Agreement  "Change in
                  Control"  shall  mean  that any of the  following  events  has
                  occurred:  (A) any  "person"  or "group" of  persons,  as such
                  terms  are  used  in  Sections  13 and  14 of  the  Securities
                  Exchange Act of 1934, as amended (the "Exchange  Act"),  other
                  than any employee benefit plan sponsored by the Trust, becomes
                  the "beneficial  owner", as such term is used in Section 13 of
                  the  Exchange  Act  (irrespective  of any  vesting  or waiting
                  periods)  of (i)  Common  Shares in an amount  equal to thirty
                  percent  (30 %) or more of the sum total of the Common  Shares
                  issued and outstanding  immediately  prior to such acquisition
                  as if they were a single  class and  disregarding  any  equity
                  raise in connection  with the  financing of such  transaction;
                  provided,  however,  that in  determining  whether a Change of
                  Control has occurred,  Outstanding Shares or Voting Securities
                  which are acquired in an  acquisition  by (i) the Trust or any
                  of its  subsidiaries  or (ii) an employee  benefit  plan (or a
                  trust forming a part  thereof)  maintained by the Trust or any
                  of its subsidiaries  shall not constitute an acquisition which
                  can  cause a Change of  Control;  or (B) the  approval  of the
                  dissolution or  liquidation of the Trust;  or (C) the approval
                  of the sale or other  disposition of all or substantially  all
                  of its  assets  in  one  (1) or  more  transactions;  or (D) a
                  turnover,  during any two (2) year period,  of the majority of
                  the members of the Board,  without the consent of the majority
                  of the members of the Board as to the  appointment  of the new
                  Board members.


         c) The  definition of "Good Reason" is hereby deleted and the following
is substituted therefor:

                  GOOD  REASON.  The  Senior  Officer  shall  have the  right to
                  terminate  his  employment  for  "Good  Reason":  (A) upon the
                  occurrence  of any  material  breach of this  Agreement by the
                  Trust which  shall  include but not be limited to: a material,
                  adverse  alteration in the nature of Senior Officer's  duties,
                  responsibilities or authority;  (B) upon a reduction in Senior
                  Officer's Annual Base Salary or a material  reduction in other
                  benefits   (except  for   bonuses  or  similar   discretionary
                  payments) as in effect at the time in  question,  or a failure
                  to pay such  amounts  when due which is not cured by the Trust
                  within ten (10) days after  written  notice of such default by
                  the  Senior  Officer,   (C)  if  the  Trust  relocates  Senior
                  Officer's  office requiring the Senior Officer to increase his
                  commuting  time by more than one (1) hour,  or (D) the Trust's
                  failure to provide  benefits  comparable to those provided the
                  Senior Officer as of the Effective  Date,  other than any such
                  failure which affects all comparably  situated officers,  then
                  the  Senior  Officer  shall  have the right to  terminate  his
                  employment, which termination shall be deemed for Good Reason.


<PAGE>

         2.  CHANGE  OF  CONTROL.   Notwithstanding  anything  to  the  contrary
contained in the  Agreement,  Senior  Officer shall have no right to receive the
compensation  described  in Section 3 following  a Change of Control  unless the
Trust  terminates  Senior Officer's  employment  without Cause or Senior Officer
terminates  his  employment  for Good Reason,  in which event the Senior Officer
shall be entitled to all the  benefits  described  in the  Agreement  as if this
First Amendment were not executed.

         3.  EFFECTIVE  DATE.  This First  Amendment  shall be  effective  as of
December 31, 2006.

         4. SUCCESSORS;  COUNTERPARTS. This First Amendment (i) shall be binding
on the executors,  administrators,  estates,  heirs and legal  successors of the
parties and (ii) may be executed in several counterparts with the same effect as
if  the  parties  executing  the  several  counterparts  had  all  executed  one
counterpart.

         5.  GOVERNING  LAW.  This  First  Amendment  shall be  governed  by and
construed in  accordance  with the laws of the State of New York without  giving
effect to the principles of conflict of laws thereof.

         IN WITNESS  WHEREOF,  the undersigned have hereto set their hands as of
the day and year first above written.


                                  ACADIA REALTY TRUST


                                  By: /S/ ROBERT MASTERS
                                  -------------------------------------
                                  Robert Masters, Senior Vice President


                                  By: /S/ MICHAEL NELSEN
                                  -------------------------------------
                                  Michael Nelsen, Senior Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>a5317853ex104.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
                                  EXHIBIT 10.4

                     FIRST AMENDMENT TO SEVERANCE AGREEMENT



         This First Amendment (the "First Amendment")  executed January 19, 2007
to the Severance  Agreement (the  "Agreement")  between Acadia Realty Trust (the
"Trust") and Robert Masters ("Senior Officer").

         WHEREAS,  the  Trust  and  Senior  Officer  entered  into  a  Severance
Agreement dated as of April 6, 2001; and

         WHEREAS, the Trust and Senior Officer desire to amend the Agreement.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and for other good and valuable consideration  including the continuation
of  employment  by the Trust,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Trust and Senior Officer hereby agree as follows:

         1. DEFINITIONS. Terms not defined herein have the meanings set forth in
the Agreement.

         a) The  definition  of "Cause" is hereby  deleted and the  following is
hereby substituted therefor:

                  CAUSE.  The Trust  shall  have the right to  terminate  Senior
                  Officer's  employment  for Cause upon  Senior  Officer's:  (A)
                  deliberate  misrepresentation  in connection  with, or willful
                  failure to cooperate  with a bona fide internal  investigation
                  or  an   investigation   by  regulatory  or  law   enforcement
                  authorities,   after  being   instructed  by  the  Company  to
                  cooperate,  or the willful  destruction or failure to preserve
                  documents  or other  materials  known to be  relevant  to such
                  investigation  or the willful  inducement of others to fail to
                  cooperate  or to produce  documents  or other  materials;  (B)
                  failure to perform his duties  hereunder  (other than any such
                  failure  resulting  from Senior  Officer's  incapacity  due to
                  physical or mental  illness)  which  failure  continues  for a
                  period of three (3)  business  days after  written  demand for
                  corrective  action  is  delivered  by the  Trust  specifically
                  identifying  the manner in which the Trust believes the Senior
                  Officer  has not  performed  his  duties;  (C)  conduct by the
                  Senior   Officer   constituting  a  material  act  of  willful
                  misconduct in connection  with the  performance of his duties,
                  including,  without  limitation,  misappropriation of funds or
                  property of the Trust other than the occasional, customary and
                  de minimis use of Trust  property for personal  purposes;  (D)
                  disparagement of the Trust, its officers,  trustees, employees
                  or partners; (E) soliciting any existing employee of the Trust
                  above  the  level of an  administrative  assistant  to work at
                  another  company;  or (F) the commission by the Senior Officer
                  of a felony or misdemeanor involving moral turpitude,  deceit,
                  dishonesty or fraud,


<PAGE>

         b) The  definition  of "Change of Control" is hereby  deleted,  thereby
specifically  deleting the two  sentences set forth in said  definition  wherein
Senior Officer has the right  voluntarily  to terminate  employment on or within
three (3) months  following a Change in Control and to have said  termination be
deemed a termination  for Good Reason,  and the following is hereby  substituted
therefor:

                  CHANGE IN CONTROL.  For purposes of this Agreement  "Change in
                  Control"  shall  mean  that any of the  following  events  has
                  occurred:  (A) any  "person"  or "group" of  persons,  as such
                  terms  are  used  in  Sections  13 and  14 of  the  Securities
                  Exchange Act of 1934, as amended (the "Exchange  Act"),  other
                  than any employee benefit plan sponsored by the Trust, becomes
                  the "beneficial  owner", as such term is used in Section 13 of
                  the  Exchange  Act  (irrespective  of any  vesting  or waiting
                  periods)  of (i)  Common  Shares in an amount  equal to thirty
                  percent  (30 %) or more of the sum total of the Common  Shares
                  issued and outstanding  immediately  prior to such acquisition
                  as if they were a single  class and  disregarding  any  equity
                  raise in connection  with the  financing of such  transaction;
                  provided,  however,  that in  determining  whether a Change of
                  Control has occurred,  Outstanding Shares or Voting Securities
                  which are acquired in an  acquisition  by (i) the Trust or any
                  of its  subsidiaries  or (ii) an employee  benefit  plan (or a
                  trust forming a part  thereof)  maintained by the Trust or any
                  of its subsidiaries  shall not constitute an acquisition which
                  can  cause a Change of  Control;  or (B) the  approval  of the
                  dissolution or  liquidation of the Trust;  or (C) the approval
                  of the sale or other  disposition of all or substantially  all
                  of its  assets  in  one  (1) or  more  transactions;  or (D) a
                  turnover,  during any two (2) year period,  of the majority of
                  the members of the Board,  without the consent of the majority
                  of the members of the Board as to the  appointment  of the new
                  Board members.

         c) The  definition of "Good Reason" is hereby deleted and the following
is substituted therefor:

                  GOOD  REASON.  The  Senior  Officer  shall  have the  right to
                  terminate  his  employment  for  "Good  Reason":  (A) upon the
                  occurrence  of any  material  breach of this  Agreement by the
                  Trust which  shall  include but not be limited to: a material,
                  adverse  alteration in the nature of Senior Officer's  duties,
                  responsibilities or authority;  (B) upon a reduction in Senior
                  Officer's Annual Base Salary or a material  reduction in other
                  benefits   (except  for   bonuses  or  similar   discretionary
                  payments) as in effect at the time in  question,  or a failure
                  to pay such  amounts  when due which is not cured by the Trust
                  within ten (10) days after  written  notice of such default by
                  the  Senior  Officer,   (C)  if  the  Trust  relocates  Senior
                  Officer's  office requiring the Senior Officer to increase his
                  commuting  time by more than one (1) hour,  or (D) the Trust's
                  failure to provide  benefits  comparable to those provided the
                  Senior Officer as of the Effective  Date,  other than any such
                  failure which affects all comparably  situated officers,  then
                  the  Senior  Officer  shall  have the right to  terminate  his
                  employment, which termination shall be deemed for Good Reason.
<PAGE>

         2.  CHANGE  OF  CONTROL.   Notwithstanding  anything  to  the  contrary
contained in the  Agreement,  Senior  Officer shall have no right to receive the
compensation  described  in Section 3 following  a Change of Control  unless the
Trust  terminates  Senior Officer's  employment  without Cause or Senior Officer
terminates  his  employment  for Good Reason,  in which event the Senior Officer
shall be entitled to all the  benefits  described  in the  Agreement  as if this
First Amendment were not executed.

         3.  EFFECTIVE  DATE.  This First  Amendment  shall be  effective  as of
December 31, 2006.

         4. SUCCESSORS;  COUNTERPARTS. This First Amendment (i) shall be binding
on the executors,  administrators,  estates,  heirs and legal  successors of the
parties and (ii) may be executed in several counterparts with the same effect as
if  the  parties  executing  the  several  counterparts  had  all  executed  one
counterpart.

         5.  GOVERNING  LAW.  This  First  Amendment  shall be  governed  by and
construed in  accordance  with the laws of the State of New York without  giving
effect to the principles of conflict of laws thereof.

         IN WITNESS  WHEREOF,  the undersigned have hereto set their hands as of
the day and year first above written.


                                  ACADIA REALTY TRUST


                                  By:/S/ KENNETH F. BERNSTEIN
                                  -------------------------------
                                  Kenneth F. Bernstein, President


                                  By: /S/ ROBERT MASTERS
                                  -------------------------------
                                  Robert Masters, Senior Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>a5317853ex105.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
                                  EXHIBIT 10.5

                     FIRST AMENDMENT TO SEVERANCE AGREEMENT



         This First Amendment (the "First Amendment")  executed January 19, 2007
to the Severance  Agreement (the  "Agreement")  between Acadia Realty Trust (the
"Trust") and Joseph Hogan ("Senior Officer").

         WHEREAS, the Trust and Senior Officer desire to amend the Agreement.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and for other good and valuable consideration  including the continuation
of  employment  by the Trust,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Trust and Senior Officer hereby agree as follows:

         1. DEFINITIONS. Terms not defined herein have the meanings set forth in
the Agreement.

         a) The  definition  of "Cause" is hereby  deleted and the  following is
hereby substituted therefor:

                  CAUSE.  The Trust  shall  have the right to  terminate  Senior
                  Officer's  employment  for Cause upon  Senior  Officer's:  (A)
                  deliberate  misrepresentation  in connection  with, or willful
                  failure to cooperate  with a bona fide internal  investigation
                  or  an   investigation   by  regulatory  or  law   enforcement
                  authorities,   after  being   instructed  by  the  Company  to
                  cooperate,  or the willful  destruction or failure to preserve
                  documents  or other  materials  known to be  relevant  to such
                  investigation  or the willful  inducement of others to fail to
                  cooperate  or to produce  documents  or other  materials;  (B)
                  failure to perform his duties  hereunder  (other than any such
                  failure  resulting  from Senior  Officer's  incapacity  due to
                  physical or mental  illness)  which  failure  continues  for a
                  period of three (3)  business  days after  written  demand for
                  corrective  action  is  delivered  by the  Trust  specifically
                  identifying  the manner in which the Trust believes the Senior
                  Officer  has not  performed  his  duties;  (C)  conduct by the
                  Senior   Officer   constituting  a  material  act  of  willful
                  misconduct in connection  with the  performance of his duties,
                  including,  without  limitation,  misappropriation of funds or
                  property of the Trust other than the occasional, customary and
                  de minimis use of Trust  property for personal  purposes;  (D)
                  disparagement of the Trust, its officers,  trustees, employees
                  or partners; (E) soliciting any existing employee of the Trust
                  above  the  level of an  administrative  assistant  to work at
                  another  company;  or (F) the commission by the Senior Officer
                  of a felony or misdemeanor involving moral turpitude,  deceit,
                  dishonesty or fraud,
<PAGE>

         b) The  definition  of "Change of Control" is hereby  deleted,  thereby
specifically  deleting the two  sentences set forth in said  definition  wherein
Senior Officer has the right  voluntarily  to terminate  employment on or within
three (3) months  following a Change in Control and to have said  termination be
deemed a termination  for Good Reason,  and the following is hereby  substituted
therefor:

                  CHANGE IN CONTROL.  For purposes of this Agreement  "Change in
                  Control"  shall  mean  that any of the  following  events  has
                  occurred:  (A) any  "person"  or "group" of  persons,  as such
                  terms  are  used  in  Sections  13 and  14 of  the  Securities
                  Exchange Act of 1934, as amended (the "Exchange  Act"),  other
                  than any employee benefit plan sponsored by the Trust, becomes
                  the "beneficial  owner", as such term is used in Section 13 of
                  the  Exchange  Act  (irrespective  of any  vesting  or waiting
                  periods)  of (i)  Common  Shares in an amount  equal to thirty
                  percent  (30 %) or more of the sum total of the Common  Shares
                  issued and outstanding  immediately  prior to such acquisition
                  as if they were a single  class and  disregarding  any  equity
                  raise in connection  with the  financing of such  transaction;
                  provided,  however,  that in  determining  whether a Change of
                  Control has occurred,  Outstanding Shares or Voting Securities
                  which are acquired in an  acquisition  by (i) the Trust or any
                  of its  subsidiaries  or (ii) an employee  benefit  plan (or a
                  trust forming a part  thereof)  maintained by the Trust or any
                  of its subsidiaries  shall not constitute an acquisition which
                  can  cause a Change of  Control;  or (B) the  approval  of the
                  dissolution or  liquidation of the Trust;  or (C) the approval
                  of the sale or other  disposition of all or substantially  all
                  of its  assets  in  one  (1) or  more  transactions;  or (D) a
                  turnover,  during any two (2) year period,  of the majority of
                  the members of the Board,  without the consent of the majority
                  of the members of the Board as to the  appointment  of the new
                  Board members.

         c) The  definition of "Good Reason" is hereby deleted and the following
is substituted therefor:

                  GOOD  REASON.  The  Senior  Officer  shall  have the  right to
                  terminate  his  employment  for  "Good  Reason":  (A) upon the
                  occurrence  of any  material  breach of this  Agreement by the
                  Trust which  shall  include but not be limited to: a material,
                  adverse  alteration in the nature of Senior Officer's  duties,
                  responsibilities or authority;  (B) upon a reduction in Senior
                  Officer's Annual Base Salary or a material  reduction in other
                  benefits   (except  for   bonuses  or  similar   discretionary
                  payments) as in effect at the time in  question,  or a failure
                  to pay such  amounts  when due which is not cured by the Trust
                  within ten (10) days after  written  notice of such default by
                  the  Senior  Officer,   (C)  if  the  Trust  relocates  Senior
                  Officer's  office requiring the Senior Officer to increase his
                  commuting  time by more than one (1) hour,  or (D) the Trust's
                  failure to provide  benefits  comparable to those provided the
                  Senior Officer as of the Effective  Date,  other than any such
                  failure which affects all comparably  situated officers,  then
                  the  Senior  Officer  shall  have the right to  terminate  his
                  employment, which termination shall be deemed for Good Reason.
<PAGE>

         2.  CHANGE  OF  CONTROL.   Notwithstanding  anything  to  the  contrary
contained in the  Agreement,  Senior  Officer shall have no right to receive the
compensation  described  in Section 3 following  a Change of Control  unless the
Trust  terminates  Senior Officer's  employment  without Cause or Senior Officer
terminates  his  employment  for Good Reason,  in which event the Senior Officer
shall be entitled to all the  benefits  described  in the  Agreement  as if this
First Amendment were not executed.

         3.  EFFECTIVE  DATE.  This First  Amendment  shall be  effective  as of
December 31, 2006.

         4. SUCCESSORS;  COUNTERPARTS. This First Amendment (i) shall be binding
on the executors,  administrators,  estates,  heirs and legal  successors of the
parties and (ii) may be executed in several counterparts with the same effect as
if  the  parties  executing  the  several  counterparts  had  all  executed  one
counterpart.

         5.  GOVERNING  LAW.  This  First  Amendment  shall be  governed  by and
construed in  accordance  with the laws of the State of New York without  giving
effect to the principles of conflict of laws thereof.

         IN WITNESS  WHEREOF,  the undersigned have hereto set their hands as of
the day and year first above written.

                                  ACADIA REALTY TRUST


                                  By:  /S/ ROBERT MASTERS
                                  -------------------------------------
                                  Robert Masters, Senior Vice President


                                  By:  /S/ JOSEPH HOGAN
                                  -------------------------------------
                                  Joseph Hogan, Senior Officer
</TEXT>
</DOCUMENT>
</SUBMISSION>
