8-A12B

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         BAY APARTMENT COMMUNITIES, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)


               Maryland                                  77-0404318
               --------                                  ----------
(State of incorporation or organization)              (I.R.S. Employer 
                                                     Identification No.)

4340 Stevens Creek Boulevard, Suite 275    
         San Jose, California                             95129
- ----------------------------------------                 --------
(Address of principal executive offices)                (Zip Code)


If this Form relates to the                  If this Form relates to the
registration of a class of debt              registration of a class of debt
securities and is effective upon             securities and is to become
filing pursuant to General                   effective simultaneously with the
Instruction A(c)(1) please check             effectiveness of a concurrent
the following box. [ ]                       registration statement under the
                                             Securities Act of 1933 pursuant to
                                             General Instruction A(c)(2) please
                                             check the following box.[ ]
                                             

Securities to be registered pursuant to Section 12(b) of the Act:

      Title of Class                                 Name of Each Exchange on
   to be so Registered                           which Class is to be Registered
   -------------------                           -------------------------------

8.50% Series C Cumulative Redeemable             New York Stock Exchange
Preferred Stock, par value $.01 per share        Pacific Exchange


Securities to be registered pursuant to Section 12(g) of the Act:

                                 Not Applicable
                          -----------------------------
                                (title of class)



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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1. Description of Registrant's Securities to be Registered
        -------------------------------------------------------

     A description of the 8.50% Series C Cumulative Redeemable Preferred Stock,
par value $.01 per share ("Series C Preferred Stock"), of Bay Apartment
Communities, Inc. (the "Company") shall be contained in a subsequently filed
Rule 424(b)(5) Prospectus Supplement, which supplements the Prospectus
contained in the Company's Registration Statement on Form S-3, as amended
(File No. 333-15875), which became effective on March 13, 1997. Such
Prospectus Supplement shall be deemed to be incorporated herein by reference
for all purposes.


Item 2. Exhibits
        --------

     The securities described herein are to be registered on the New York Stock
Exchange and the Pacific Exchange, on which other securities of the Company are
registered. Accordingly, the following exhibits, required to be filed herewith
in accordance with Part I to the Instructions as to Exhibits to Form 8-A, have
been duly filed with the New York Stock Exchange and the Pacific Exchange:

          (1)  Form of Articles Supplementary of the Company relating to the
               Series C Cumulative Redeemable Preferred Stock of the Company.

          (2)  Articles of Incorporation of the Company. (Incorporated by
               reference to Exhibit 3(i) to Form 8-B of the Company dated June
               8, 1995.)

          (3)  Articles Supplementary of the Company relating to the Series A
               Preferred Stock of the Company. (Incorporated by reference to
               Exhibit 3(i).1 to Form 8-K of the Company dated September 25,
               1995.)

          (4)  Articles Supplementary of the Company relating the Series B
               Preferred Stock of the Company. (Incorporated by reference to
               Exhibit 3(i).1 to Form 8-K of the Company dated May 6, 1996.)

          (5)  By-laws of Company. (Incorporated by reference to Exhibit 3(ii)
               to Form 8-B of the Company dated June 8, 1995.)


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                                    SIGNATURE
                                    ---------


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Company has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.

                                       Bay Apartment Communities, Inc.



                                       By: /s/ Gilbert M. Meyer
                                           ------------------------------
                                           Gilbert M. Meyer
                                           Chairman of the Board and President

June 18, 1997

EX-1

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                                                                     EXHIBIT 1

                         BAY APARTMENT COMMUNITIES, INC.

                             ARTICLES SUPPLEMENTARY

                     ESTABLISHING AND FIXING THE RIGHTS AND
              PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK


     Bay Apartment Communities, Inc., a Maryland corporation (the
"Corporation"), having its principal office in San Jose, California, hereby
certifies to the State Department of Assessments and Taxation of the State of
Maryland that:

FIRST: Pursuant to the authority expressly vested in the Board of Directors of
the Corporation by Article VII of its Articles of Incorporation, as heretofore
amended (which, as hereafter restated or amended from time to time, are together
with these Articles Supplementary herein called the "Charter"), the Board of
Directors has, by resolution, duly divided and classified 2,300,000 shares of
the Preferred Stock of the Corporation into a series designated 8.50% Series C
Cumulative Redeemable Preferred Stock and has provided for the issuance of such
series.

SECOND: Subject in all cases to the provisions of the Charter of the
Corporation, including without limitation, Articles VIII and X with respect to
limitations on the transfer and ownership of Stock, the following is a
description of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of the 8.50% Series C Cumulative Redeemable Preferred
Stock of the Corporation:

(1) DESIGNATION AND NUMBER. A series of Preferred Stock, designated the "8.50%
Series C Cumulative Redeemable Preferred Stock" (the "Series C Preferred
Stock"), is hereby established. The number of shares of the Series C Preferred
Stock hereby authorized shall be 2,300,000.

(2) RANK. The Series C Preferred Stock shall, with respect to dividend rights
and rights upon liquidation, dissolution or winding up of the Corporation, rank
(a) senior to the Series A Preferred Stock, the Series B Preferred Stock and all
classes or series of Common Stock of the Corporation, and to all equity
securities issued by the Corporation ranking junior to such Series C Preferred
Stock; (b) on a parity with all other equity securities issued by the
Corporation the terms of which specifically provide that such equity securities
rank on a parity with the Series C Preferred Stock; and (c) junior to all equity
securities issued by the Corporation the terms of which specifically provide
that such equity securities rank senior to the Series C Preferred Stock. The
term "equity securities" shall not include convertible debt securities.

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(3)  Dividends.
     ---------

     (a) Holders of the then outstanding shares of Series C Preferred Stock
shall be entitled to receive, when and as declared by the Board of Directors,
out of funds legally available for the payment of dividends, cumulative
preferential cash dividends at the rate of 8.50% of the $25.00 liquidation
preference per annum (equivalent to a fixed annual amount of $2.125 per share).
Such dividends shall be cumulative from the first date on which any Series C
Preferred Stock is issued and shall be payable quarterly in arrears on or before
March 15, June 15, September 15 and December 15 of each year or, if not a
business day, the next succeeding business day (each, a "Dividend Payment
Date"). The first dividend, which will be paid on September 15, 1997, will be
for less than a full quarter. Such dividend and any dividend payable on the
Series C Preferred Stock for any partial dividend period will be computed on the
basis of a 360-day year consisting of twelve 30-day months. Dividends will be
payable to holders of record as they appear in the stock records of the
Corporation at the close of business on the applicable record date, which shall
be the first day of the calendar month in which the applicable Dividend Payment
Date falls or on such other date designated by the Board of Directors of the
Corporation as the record date for the payment of dividends on the Series C
Preferred Stock that is not more than 30 nor less than 10 days prior to such
Dividend Payment Date (each, a "Dividend Record Date").

     (b) No dividends on shares of Series C Preferred Stock shall be declared by
the Board of Directors of the Corporation or paid or set apart for payment by
the Corporation at such time as the terms and provisions of any agreement of the
Corporation, including any agreement relating to its indebtedness, prohibits
such declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.

     (c) Notwithstanding the foregoing, dividends on the Series C Preferred
Stock shall accrue whether or not the terms and provisions set forth in Section
3(b) hereof at any time prohibit the current payment of dividends, whether or
not the Corporation has earnings, whether or not there are funds legally
available for the payment of such dividends and whether or not such dividends
are declared. Accrued but unpaid dividends on the Series C Preferred Stock will
accumulate as of the Dividend Payment Date on which they first become payable.

     (d) Except as provided in Section 3(e) below, no dividends will be declared
or paid or set apart for payment on any capital stock of the Corporation or any
other series of Preferred Stock ranking, as to dividends, on a parity with or
junior to the Series C Preferred Stock (other than a dividend in shares of the
Corporation's Common Stock or in any other class of capital stock ranking junior
to the Series C Preferred Stock as to dividends and upon liquidation) for any
period unless full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof is
set apart for such payment on the Series C Preferred Stock for all past dividend
periods and the then current dividend period.



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     (e) When dividends are not paid in full (and a sum sufficient for such full
payment is not so set apart) upon the Series C Preferred Stock and the shares of
any other series of Preferred Stock ranking on a parity as to dividends with the
Series C Preferred Stock, all dividends declared upon the Series C Preferred
Stock and any other series of Preferred Stock ranking on a parity as to
dividends with the Series C Preferred Stock shall be declared pro rata so that
the amount of dividends declared per share of Series C Preferred Stock and such
other series of Preferred Stock shall in all cases bear to each other the same
ratio that accrued dividends per share on the Series C Preferred Stock and such
other series of Preferred Stock (which shall not include any accrual in respect
of unpaid dividends for prior dividend periods if such Preferred Stock does not
have a cumulative dividend) bear to each other. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on Series C Preferred Stock which may be in arrears.

     (f) Except as provided in the immediately preceding paragraph, unless full
cumulative dividends on the Series C Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than in shares of Common Stock
or other shares of capital stock ranking junior to the Series C Preferred Stock
as to dividends and upon liquidation) shall be declared or paid or set aside for
payment, nor shall any other distribution be declared or made, upon the Common
Stock or any other capital stock of the Corporation ranking junior to or on a
parity with the Series C Preferred Stock as to dividends or upon liquidation,
nor shall any shares of Common Stock, or any other shares of capital stock of
the Corporation ranking junior to or on a parity with the Series C Preferred
Stock as to dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any such shares) by the Corporation (except
by conversion into or exchange for other capital stock of the Corporation
ranking junior to the Series C Preferred Stock as to dividends and upon
liquidation).

     (g) Any dividend payment made on shares of the Series C Preferred Stock
shall first be credited against the earliest accrued but unpaid dividend due
with respect to such shares which remains payable. Holders of the Series C
Preferred Stock shall not be entitled to any dividend, whether payable in cash,
property or stock in excess of full cumulative dividends on the Series C
Preferred Stock as described above.


(4)  Liquidation Preference.
     ----------------------

     (a) Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation, the holders of shares of Series C
Preferred Stock then outstanding are entitled to be paid out of the assets of
the Corporation legally available for distribution to its stockholders a
liquidation preference of $25.00 per share, plus an amount equal to any accrued
and unpaid dividends to the date of payment, before any distribution of assets
is made 



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to holders of Common Stock or any other class or series of capital stock of the
Corporation that ranks junior to the Series C Preferred Stock as to liquidation
rights.

     (b) In the event that, upon any such voluntary or involuntary liquidation,
dissolution or winding up, the available assets of the Corporation are
insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Series C Preferred Stock and the corresponding amounts
payable on all shares of other classes or series of capital stock of the
Corporation ranking on a parity with the Series C Preferred Stock in the
distribution of assets, then the holders of the Series C Preferred Stock and all
other such classes or series of capital stock shall share ratably in any such
distribution of assets in proportion to the full liquidating distributions to
which they would otherwise be respectively entitled.

     (c) After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Series C Preferred Stock will have no
right or claim to any of the remaining assets of the Corporation.

     (d) Written notice of any such liquidation, dissolution or winding up of
the Corporation, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to each record holder of the
Series C Preferred Stock at the respective addresses of such holders as the same
shall appear on the stock transfer records of the Corporation.

     (e) The consolidation or merger of the Corporation with or into any other
corporation, trust or entity or of any other corporation with or into the
Corporation, or the sale, lease or conveyance of all or substantially all of the
property or business of the Corporation, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Corporation.

(5)  Redemption.
     ----------

     (a) Right of Optional Redemption. The Series C Preferred Stock is not
redeemable prior to June 20, 2002. However, in order to ensure that the
Corporation remains a qualified real estate investment trust ("REIT") for
federal income tax purposes, the Series C Preferred Stock will be subject to the
provisions of Article X of the Charter to the same extent as the Common Stock
and all references in Article X to "Common Stock" shall also be deemed to
include a reference to Series C Preferred Stock. Pursuant to Article X, Series C
Preferred Stock owned by a stockholder in excess of the Ownership Limit (as
defined in the Charter) will automatically be exchanged for shares of Excess
Common Stock, and the Corporation will have the right to purchase such Excess
Common Stock from the holder. On and after June 20, 2002, the Corporation, at
its option and upon not less than 30 nor more than 60 days' written notice, may
redeem shares of the Series C Preferred Stock, in whole or in part, at any time
or from time to time, for cash at a redemption price of $25.00 per share, plus
all accrued and unpaid dividends thereon to the date fixed for redemption
(except as provided in Section 5(c) 



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below), without interest. If less than all of the outstanding Series C Preferred
Stock is to be redeemed, the Series C Preferred Stock to be redeemed shall be
selected pro rata (as nearly as may be practicable without creating fractional
shares) or by any other equitable method determined by the Corporation.

     (b) Limitations on Redemption.

               (i) The redemption price of the Series C Preferred Stock (other
than the portion thereof consisting of accrued and unpaid dividends) is payable
solely out of the sale proceeds of other capital stock of the Corporation, which
may include other series of Preferred Stock, and from no other source. For
purposes of the preceding sentence, "capital stock" means any equity securities
(including Common Stock and Preferred Stock), shares, interest, participation or
other ownership interests (however designated) and any rights (other than debt
securities convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing.

               (ii) Unless full cumulative dividends on all shares of Series C
Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all past dividend periods and the then current dividend period, no shares of
Series C Preferred Stock shall be redeemed unless all outstanding shares of
Series C Preferred Stock are simultaneously redeemed, and the Corporation shall
not purchase or otherwise acquire directly or indirectly any shares of Series C
Preferred Stock, (except by exchange for capital stock of the Corporation
ranking junior to the Series C Preferred Stock as to dividends and upon
liquidation); provided, however, that the foregoing shall not prevent the
purchase by the Corporation of shares of Excess Common Stock in order to ensure
that the Corporation remains qualified as a REIT for federal income tax purposes
or the purchase or acquisition of shares of Series C Preferred Stock pursuant to
a purchase or exchange offer made on the same terms to holders of all
outstanding shares of Series C Preferred Stock.

     (c) Immediately prior to any redemption of Series C Preferred Stock, the
Corporation shall pay, in cash, any accumulated and unpaid dividends through the
redemption date, unless a redemption date falls after a Dividend Record Date and
prior to the corresponding Dividend Payment Date, in which case each holder of
Series C Preferred Stock at the close of business on such Dividend Record Date
shall be entitled to the dividend payable on such shares on the corresponding
Dividend Payment Date notwithstanding the redemption of such shares before such
Dividend Payment Date. Except as provided above, the Corporation will make no
payment or allowance for unpaid dividends, whether or not in arrears, on Series
C Preferred Stock which is redeemed.

     (d) Procedures for Redemption.

               (i) Notice of redemption will be (A) given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two



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successive weeks commencing not less than 30 nor more than 60 days prior to the
redemption date, and (B) mailed by the Corporation, postage prepaid, not less
than 30 nor more than 60 days prior to the redemption date, addressed to the
respective holders of record of the Series C Preferred Stock to be redeemed at
their respective addresses as they appear on the stock transfer records of the
Corporation. No failure to give such notice or any defect thereto or in the
mailing thereof shall affect the validity of the proceedings for the redemption
of any shares of Series C Preferred Stock except as to the holder to whom notice
was defective or not given.

               (ii) In addition to any information required by law or by the
applicable rules of any exchange upon which Series C Preferred Stock may be
listed or admitted to trading, such notice shall state: (A) the redemption date;
(B) the redemption price; (C) the number of shares of Series C Preferred Stock
to be redeemed; (D) the place or places where the Series C Preferred Stock is to
be surrendered for payment of the redemption price; and (E) that dividends on
the shares to be redeemed will cease to accrue on such redemption date. If less
than all of the Series C Preferred Stock held by any holder is to be redeemed,
the notice mailed to such holder shall also specify the number of shares of
Series C Preferred Stock held by such holder to be redeemed.

               (iii) If notice of redemption of any shares of Series C Preferred
Stock has been given and if the funds necessary for such redemption have been
set aside by the Corporation in trust for the benefit of the holders of any
shares of Series C Preferred Stock so called for redemption, then from and after
the redemption date dividends will cease to accrue on such shares of Series C
Preferred Stock, such shares of Series C Preferred Stock shall no longer be
deemed outstanding and all rights of the holders of such shares will terminate,
except the right to receive the redemption price. Holders of Series C Preferred
Stock to be redeemed shall surrender such Series C Preferred Stock at the place
designated in such notice and, upon surrender in accordance with said notice of
the certificates for shares of Series C Preferred Stock so redeemed (properly
endorsed or assigned for transfer, if the Corporation shall so require and the
notice shall so state), such shares of Series C Preferred Stock shall be
redeemed by the Corporation at the redemption price plus any accrued and unpaid
dividends payable upon such redemption. In case less than all the shares of
Series C Preferred Stock represented by any such certificate are redeemed, a new
certificate or certificates shall be issued representing the unredeemed shares
of Series C Preferred Stock without cost to the holder thereof.

               (iv) The deposit of funds with a bank or trust corporation for
the purpose of redeeming Series C Preferred Stock shall be irrevocable except
that:

                    (A) the Corporation shall be entitled to receive from such
bank or trust corporation the interest or other earnings, if any, earned on any
money so deposited in trust, and the holders of any shares redeemed shall have
no claim to such interest or other earnings; and

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                    (B) any balance of monies so deposited by the Corporation
and unclaimed by the holders of the Series C Preferred Stock entitled thereto at
the expiration of two years from the applicable redemption dates shall be
repaid, together with any interest or other earnings thereon, to the
Corporation, and after any such repayment, the holders of the shares entitled to
the funds so repaid to the Corporation shall look only to the Corporation for
payment without interest or other earnings.

     (e) The shares of Series C Preferred Stock are subject to the provisions of
Article X of the Charter, including, without limitation, the provision for the
redemption of Excess Common Stock. In addition to the redemption rights set
forth in Article X of the Charter, Excess Common Stock issued upon exchange of
shares of Series C Preferred Stock pursuant to such Article may be redeemed, in
whole or in part, at any time when outstanding shares of Series C Preferred
Stock are being redeemed, for cash at a redemption price of $25.00 per share,
plus all accrued and unpaid dividends on the shares of Series B Preferred, which
were exchanged for such Excess Common Stock, through the date of such exchange,
without interest. If the Corporation elects to redeem Excess Common Stock
pursuant to the redemption right set forth in the preceding sentence, such
Excess Common Stock shall be redeemed in such proportion and in accordance with
such procedures as shares of Series C Preferred Stock are being redeemed.

     (f) Any shares of Series C Preferred Stock that shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued Preferred Stock, without designation as to series until such shares are
thereafter designated as part of a particular series by the Board of Directors.

(6)  Voting Rights.
     -------------

     (a) Holders of the Series C Preferred Stock will not have any voting
rights, except as set forth below or as otherwise from time to time required by
law.

     (b) Whenever dividends on any shares of Series C Preferred Stock shall be
in arrears for six or more quarterly periods (a "Preferred Dividend Default"),
the holders of such shares of Series C Preferred Stock (voting separately as a
class with the holders of all other series of Preferred Stock ranking on a
parity with the Series C Preferred Stock as to dividends or upon liquidation
("Parity Preferred") upon which like voting rights have been conferred and are
exercisable) will be entitled to vote for the election of a total of two
directors of the Corporation (the "Preferred Stock Directors") at a special
meeting called by the holders of record of at least 20% of the Series C
Preferred Stock or the holders of any other series of Parity Preferred so in
arrears (unless such request is received less than 90 days before the date fixed
for the next annual or special meeting of stockholders) or at the next annual
meeting of stockholders, and at each subsequent annual meeting until all
dividends accumulated on such shares of Series C Preferred Stock for the past
dividend periods and the dividend for the then current dividend period shall
have been fully paid or declared and a sum sufficient for the payment thereof
set aside for payment.



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     (c) If and when all accumulated dividends and the dividend for the then
current dividend period on the Series C Preferred Stock shall have been paid in
full or set aside for payment in full, the holders of shares of Series C
Preferred Stock shall be divested of the voting rights set forth in Section 6(b)
hereof (subject to revesting in the event of each and every Preferred Dividend
Default) and, if all accumulated dividends and the dividend for the current
dividend period have been paid in full or set aside for payment in full on all
other series of Parity Preferred upon which like voting rights have been
conferred and are exercisable, the term of office of each Preferred Stock
Director so elected shall terminate. Any Preferred Stock Director may be removed
at any time with or without cause by the vote of, and shall not be removed
otherwise than by the vote of, the holders of record of a majority of the
outstanding shares of the Series C Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting separately as a class with all other
series of Parity Preferred upon which like voting rights have been conferred and
are exercisable). So long as a Preferred Dividend Default shall continue, any
vacancy in the office of a Preferred Stock Director may be filled by written
consent of the Preferred Stock Director remaining in office, or if none remains
in office, by a vote of the holders of record of a majority of the outstanding
shares of Series C Preferred Stock when they have the voting rights set forth in
Section 6(b) (voting separately as a class with all other series of Parity
Preferred upon which like voting rights have been conferred and are
exercisable). The Preferred Stock Directors shall each be entitled to one vote
per director on any matter.

     (d) So long as any shares of Series C Preferred Stock remain outstanding,
the Corporation shall not, without the affirmative vote of the holders of at
least two-thirds of the shares of the Series C Preferred Stock outstanding at
the time, given in person or by proxy, either in writing or at a meeting (voting
separately as a class), (i) authorize or create, or increase the authorized or
issued amount of, any class or series of capital stock ranking senior to the
Series C Preferred Stock with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up or reclassify
any authorized capital stock of the Corporation into any such shares, or create,
authorize or issue any obligation or security convertible into or evidencing the
right to purchase any such shares or (ii) amend, alter or repeal the provisions
of the Charter, whether by merger, consolidation or otherwise, so as to
materially and adversely affect any right, preference, privilege or voting power
of the Series C Preferred Stock or the holders thereof; provided, however, that
with respect to the occurrence of any event set forth in (ii) above, so long as
the Series C Preferred Stock remains outstanding with the terms thereof
materially unchanged or, if the Corporation is not the surviving entity in such
transaction, is exchanged for a security of the surviving entity with terms that
are materially the same as the Series C Preferred Stock, the occurrence of any
such event shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers of the holders of the Series C
Preferred Stock and; provided, further, that any increase in the amount of the
authorized Preferred Stock or the creation or issuance of any other series of
Preferred Stock, or any increase in the amount of authorized shares of such
series, in each case ranking on a parity with or junior to the Series C
Preferred Stock with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up, shall not 



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be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers.

     (e) The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of Series C Preferred Stock shall have
been redeemed or called for redemption upon proper notice and sufficient funds
shall have been deposited in trust to effect such redemption.

(7) CONVERSION. The Series C Preferred Stock is not convertible into or
exchangeable for any other property or securities of the Corporation, except
that the shares of Series C Preferred Stock may be exchanged by the Corporation
for shares of Excess Common Stock, in accordance with Article X of the Charter
to the same extent that Common Stock may be exchanged for Excess Common Stock
pursuant thereto, in order to ensure that the Company remains qualified as a
REIT for federal income tax purposes.

THIRD: These Articles Supplementary shall be effective at the time the State
Department of Assessments and Taxation of Maryland accepts these Articles
Supplementary for record.



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     IN WITNESS WHEREOF, BAY APARTMENT COMMUNITIES, INC. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on June 18, 1997.


WITNESS:                                  BAY APARTMENT COMMUNITIES, INC.


/s/ Geoffrey L. Baker                     By:/s/ Gilbert M. Meyer
- ----------------------------              -----------------------------------
Geoffrey L. Baker, Secretary              Gilbert M. Meyer
                                          Chairman of the Board and President


     THE UNDERSIGNED, Chairman of the Board and President of Bay Apartment
Communities, Inc. who executed on behalf of the Corporation the Articles
Supplementary of which this Certificate is made a part, hereby acknowledges in
the name and on behalf of said Corporation the foregoing Articles Supplementary
to be the corporate act of said Corporation and hereby certifies that the
matters and facts set forth herein with respect to the authorization and
approval thereof are true in all material respects under the penalties of
perjury.


                                         /s/ Gilbert M. Meyer             (SEAL)
                                         ---------------------------------
                                         Gilbert M. Meyer
                                         Chairman of the Board and President









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