SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dunn Lili F

(Last)

(First)

(Middle)

2900 EISENHOWER AVE., SUITE 300

(Street)

ALEXANDRIA

22314

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2005

3. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [ AVB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (par value $.01 per share	27,187.259⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (Right to Buy)	10/29/1998⁽²⁾	10/29/2007	Common Stock, par value $.01 per share	11,208	$38.15	D
Employee Stock Options (Right to Buy)	06/05/1999⁽³⁾	06/05/2008	Common Stock, par value $.01 per share	15,000	$36.3125	D
Employee Stock Options (Right to Buy)	02/17/2000⁽⁴⁾	02/17/2009	Common Stock, par value $.01 per share	9,610	$32	D
Employee Stock Options (Right to Buy)	02/28/2001⁽⁵⁾	02/28/2010	Common Stock, par value $.01 per share	10,230	$33.75	D
Employee Stock Options (Right to Buy)	02/13/2002⁽⁶⁾	02/13/2011	Common Stock, par value $.01 per share	12,500	$45.95	D
Employee Stock Options (Right to Buy)	02/13/2003⁽⁷⁾	02/13/2012	Common Stock, par value $.01 per share	10,844	$45.79	D
Employee Stock Options (Right to Buy)	02/12/2004⁽⁸⁾	02/12/2013	Common Stock, par value $.01 per share	6,781	$36.02	D
Employee Stock Options (Right to Buy)	02/12/2005⁽⁹⁾	02/12/2014	Common Stock, par value $.01 per share	15,290	$50.6	D
Employee Stock Options (Right to Buy)	02/11/2006⁽¹⁰⁾	02/11/2015	Common Stock, par value $.01 per share	15,429	$69.95	D

Explanation of Responses:

1. The amount of securities reported reflects direct ownership of all shares of common stock, including restricted shares.

2. The options reported were included in options granted on October 29, 1997, which became exercisable in three annual installments beginning on October 29, 1998.

3. The options reported were included in options granted on June 5, 1998, which became exercisable in three annual installments beginning on June 5, 1999.

4. The options reported were included in options granted on February 17, 1999, which became exercisable in three annual installments beginning on February 17, 2000.

5. The options reported were included in options granted on February 28, 2000, which became exercisable in three annual installments beginning on February 28, 2001.

6. The options reported were included in options granted on February 13, 2001 which became exercisable in three annual installments beginning on February 13, 2002.

7. The options reported were included in options granted on February 13, 2002 which became exercisable in three annual installments beginning on February 13, 2003.

8. The options reported were included in options granted on February 12, 2003 which become exercisable in three annual installments beginning on February 12, 2004.

9. The options reported were included in options granted on February 12, 2004 which become exercisable in three annual installments beginning on February 12, 2005.

10. The options reported were included in options granted on February 11, 2005 which will become exercisable in three annual installments beginning February 11, 2006.

Remarks:

	By Edward M. Schulman pursuant to Power of Attorney dated as of March 1, 2005.	03/07/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.