8-K

                                  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): June 12, 2002


                           AVALONBAY COMMUNITIES, INC.
               (Exact Name of Registrant as Specified in Charter)


         MARYLAND                    1-12672               77-0404318
      (State or Other         (Commission File Number)    (IRS Employer
Jurisdiction of Incorporation)                          Identification No.)


          2900 EISENHOWER AVENUE, SUITE 300, ALEXANDRIA, VIRGINIA 22314
          -------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (703) 329-6300
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)





Item 5.  Other Events.

         On June 12, 2002, AvalonBay Communities, Inc. (the "Company")
published and mailed notice that it will redeem all outstanding shares of its
8.50% Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred
Stock") on July 12, 2002 at a price of $25.00 per share, plus $0.1417 in
accrued and unpaid dividends to the redemption date, for an aggregate
redemption price of $25.1417 per share of the Series C Preferred Stock. For
further information concerning the redemption, see the press release which is
filed as an exhibit to this report and is incorporated herein by reference.




Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

Exhibit No.                        Description
- -----------                        -----------
99.1              Press release of the Company, dated June 11, 2002.





                                   SIGNATURES

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

                                     AVALONBAY COMMUNITIES, INC.



Dated:  June 12, 2002                By:     /s/  Thomas J. Sargeant
                                        --------------------------------
                                     Name:   Thomas J. Sargeant
                                     Title:  Executive Vice President and
                                             Chief Financial Officer






                                  EXHIBIT INDEX

Exhibit No.                        Description
- -----------                        -----------
99.1              Press release of the Company, dated June 11, 2002.

EX-99.1

                                                                    Exhibit 99.1

                                   Contact: Alaine S. Walsh
                                            Manager of Investor Relations
                                            AvalonBay Communities, Inc.
                                            703-317-4632

FOR IMMEDIATE RELEASE
- ---------------------

                  AVALONBAY COMMUNITIES ANNOUNCES REDEMPTION OF
              8.50% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK

ALEXANDRIA, VA (JUNE 11, 2002) - AVALONBAY COMMUNITIES, INC. (NYSE/PCX: AVB)
announced today that it will give notice on June 12, 2002 that it will redeem
all outstanding shares of its 8.50% Series C Cumulative Redeemable Preferred
Stock ("Series C Preferred Stock") (AVB PrC - CUSIP No. 053484200) on July 12,
2002 for redemption at a price of $25.00 per share, plus $0.1417 per share in
accrued and unpaid dividends to the redemption date, for an aggregate redemption
price of $25.1417 per share of Series C Preferred Stock. The following
securities were previously exchanged for the Series C Preferred Stock and are
therefore subject to this redemption: Avalon Bay Communities, Inc. Series C
Cumulative Redeemable Preferred Stock (AVB PrC - CUSIP No. 053373304) and Bay
Apartment Communities, Inc. 8.50% Series C Cumulative Redeemable Preferred Stock
(BYA PrC - CUSIP No. 072012305).

From the redemption date forward, dividends on the Series C Preferred Stock will
no longer accrue, and holders of the Series C Preferred Stock will have no
rights other than the right to receive the redemption price of $25.1417, without
interest, upon surrender of certificates representing the Series C Preferred
Stock. Payment of the redemption price will be made only upon presentation and
surrender of certificates representing the Series C Preferred Stock to First
Union National Bank, the transfer agent for the Series C Preferred Stock, during
its usual business hours at the addresses specified in the Notice of Redemption.

The Notice of Redemption and related materials will be mailed to holders of
record of the Series C Preferred Stock on or about June 12, 2002. Questions
relating to the Notice of Redemption and related materials should be directed to
First Union National Bank, the redemption agent, at 1-800-829-8432 or to
AvalonBay Communities, Inc. Investor Relations at (703) 317-4632.

ABOUT AVALONBAY COMMUNITIES, INC.

AvalonBay Communities, Inc., headquartered in Alexandria, Virginia, currently
owns or holds an ownership interest in 144 apartment communities containing
42,219 apartment homes in eleven states and the District of Columbia, of which
sixteen communities are under construction and two are under reconstruction.
AvalonBay is in the business of developing, redeveloping, acquiring and managing
luxury apartment communities in high barrier-to-entry markets of the United
States. More information on AvalonBay may be found on AvalonBay's Web Site at
http://www.avalonbay.com.