FIRST AMENDMENT TO SECURITY CAPITAL PACIFIC TRUST 1997 LONG-TERM INCENTIVE PLAN

 
                                                                     EXHIBIT 4.6

                                FIRST AMENDMENT
                                       TO
                         SECURITY CAPITAL PACIFIC TRUST
                         1997 LONG-TERM INCENTIVE PLAN

     WHEREAS, Security Capital Pacific Trust (the "Trust") maintains the
Security Capital Pacific Trust 1997 Long-Term Incentive Plan (the "Plan"); and

     WHEREAS, the Trust and Security Capital Atlantic Incorporated ("ATLANTIC")
have entered into a merger agreement whereby ATLANTIC will merge with and into
the Trust (the "merger"); and

     WHEREAS, upon shareholders' approval of the merger and consummation
thereof, the name of the Trust will be changed to Archstone Communities Trust;
and

     WHEREAS, amendment of the Plan is now deemed desirable;

     NOW, THEREFORE, by virtue and in exercise of the amending authority
reserved to the Trust under Section 8 of the Plan, the Plan is hereby amended,
subject to the approval of the Trust's shareholders, effective on the effective
time of the merger, in the following particulars:

     1. By changing the name of the sponsor of the Plan to "Archstone
Communities Trust" and substituting that name for each reference to "Security
Capital Pacific Trust", wherever it appears in the Plan.

     2. By changing the name of the Plan to "Archstone Communities Trust 1997
Long-Term Incentive Plan" and substituting that name for each reference to
"Security Capital Pacific Trust 1997 Long-Term Incentive Plan", wherever it
appears in the Plan.

     3. By substituting the following for the second sentence of subsection 6.2
of the Plan:

     "Subject to the provisions of subsection 6.4, the number of Shares which
     may be issued with respect to Awards under the Plan shall not exceed
     8,650,000 Shares in the aggregate."