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                        BAY APARTMENT COMMUNITIES, INC.
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               (Name of Registrant as Specified In Its Charter)

                        BAY APARTMENT COMMUNITIES, INC.
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   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

   
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            [LETTERHEAD OF BAY APARTMENT COMMUNITIES APPEARS HERE]


                                                  June 2, 1998


Ms. Jill Lyons
Institutional Shareholder Services

     Re:  Bay Apartment Communities, Inc.
          -------------------------------

Dear Jill:

     I am writing to confirm our earlier discussions regarding certain corporate
governance matters in connection with the Bay Apartment Communities 1998 Annual
Meeting of Stockholders to be held on Thursday, June 4, 1998. You have pointed
out that ISS has concerns regarding certain corporate governance provisions that
will be included in Bay's charter after the merger with Avalon Properties Inc.
These charter provisions relate to three issues: the directors' ability to
expand the size of the board of directors, the stockholders' inability to remove
directors without cause, and the number of authorized shares of common stock. As
we have previously discussed, Bay believes that it has taken a balanced approach
to stockholder concerns in the proposed charter. However, in light of the issues
you have raised, we feel that it is important to make sure that our stockholders
agree with the approach we have taken. For this reason Bay's Board of Directors
has agreed to take the following actions.

     Immediately following the merger, the Board of Directors will amend the
bylaws of Bay to provide that the maximum number of directors will not exceed 15
and to provide that the bylaw provision may not be amended without a stockholder
vote. In addition, the Board of Directors will hold a special meeting of the
stockholders no later than September 30, 1998 for the purpose of voting on two
amendments to the charter. The first amendment will eliminate the "for cause"
provision relating to the removal of directors. The second amendment will limit
the maximum number of authorized shares of common stock to 140,000,000 shares.

     Bay has worked hard to maintain its reputation as a stockholder friendly
company. It is our goal to maintain that reputation by submitting these matters
for stockholder approval at a special meeting.

                                    Sincerely,

                                    /s/ Gilbert G. Meyer
                                    Gilbert G. Meyer
                                    Chief Executive Officer and President