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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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       Date of Report (Date of earliest event reported): DECEMBER 18, 1997
                                                         


                         BAY APARTMENT COMMUNITIES, INC.
               (Exact name of Registrant as specified in charter)



         MARYLAND                       1-12672                   77-0404318
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(State or other jurisdiction    (Commission file number)        (IRS employer
        of incorporation)                                    identification no.)



           4340 STEVENS CREEK BOULEVARD, SUITE 275, SAN JOSE, CA 95129
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               (Address of principal executive offices) (Zip Code)



                                 (408) 983-1500
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              (Registrant's telephone number, including area code)


             
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ITEM 5.  OTHER EVENTS.

     This Current Report on Form 8-K of Bay Apartment Communities, Inc. (the
"Company") contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The forward-looking statements contained
herein are statements that involve risks and uncertainties, including, but not
limited to, the demand for apartment homes, the effects of economic conditions,
the impact of competition and competitive pricing, changes in construction
costs, the results of financing efforts, potential acquisitions under agreement,
the effects of the Company's accounting policies and other risks detailed in the
Company's filings with the Securities and Exchange Commission (the
"Commission").

     From December 18, 1997 through December 30, 1997, the Company acquired five
properties for an aggregate purchase price of approximately $182.5 million.
Following these acquisitions, the Company's portfolio consists of 54
communities, containing 15,297 apartment homes (including apartment homes
delivered at Toscana, a partially developed community), and six land sites on
which it is building, or plans to commence building in the future, six
communities, which will contain an aggregate of approximately 1,698 apartment
homes (including the remaining apartment homes under construction at Toscana).
The recently acquired properties are described below. Except as noted below,
substantially all of the purchase price for each acquired property was funded by
drawing on the Company's $350 million unsecured acquisition and construction
line of credit from Union Bank of Switzerland and other participating banks (the
"Unsecured Credit Facility"). The Unsecured Credit Facility bears interest at
the London Interbank Offered Rate (based on a maturity selected by the Company)
plus 0.90% per annum and matures in May 2000. Neither the Company, any
subsidiary of the Company nor any director or officer of the Company was
affiliated with or had a material relationship with the seller of any property
described below.

     WATERHOUSE PLACE. On December 18, 1997, the Company acquired a 279
apartment home community located in Beaverton, Oregon. This community was
purchased from Pacific Gulf Properties, Inc. for approximately $15.6 million.
The Company has planned a repositioning program at this community, which will
include the replacement of all exterior siding and window and door flashing,
redesign of exterior landings and staircases, roof and deck repairs and major
interior repairs, including new floor and wall coverings, upgraded appliances
and electrical fixtures and interior painting. In addition, the Company intends
to renovate the leasing center and fitness center, and upgrade the community's
drainage systems and landscaping. This community was previously described in the
Company's Current Report on Form 8-K, dated December 16, 1997, under the section
"Proposed Acquisitions," and the Financial Statements required under Rule 3-14
of Regulation S-X were filed therewith.

     VIEWPOINTE APARTMENTS. On December 18, 1997, the Company acquired a 663
apartment home community located in Woodland Hills, California. This community
was purchased from CIIF Associates Limited Partnership for approximately $64.2
million. The Company has planned a repositioning program at this community,
which will include exterior stucco repair, seismic reinforcement, the
replacement of a majority of the community's roofs,

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and recoating of decks and walkways. Other aspects of the repositioning program
will include upgrading the apartment home interiors, including new paint, floor
coverings and mirrored closet doors in most of the homes and built-in book cases
in selected floor plans. In addition, the Company intends to upgrade the
community's leasing center and fitness center. This community was previously
described in the Company's Current Report on Form 8-K, dated October 31, 1997,
under the section "Proposed Acquisitions," and the Financial Statements required
under Rule 3-14 of Regulation S-X were filed therewith.

     MISSION BAY CLUB. On December 30, 1997, the Company acquired a 564
apartment home community located in San Diego, California. This community was
purchased from The Travelers Insurance Company for approximately $43.8 million.
The Company has planned a repositioning program at this community, which will
include the replacement of roofs and balcony decks, new waterproofing, seismic
reinforcement of the parking structure and the addition of garports. In
addition, the Company plans to repaint and enhance lighting in the common area
hallways and renovate apartment home interiors, including new floor and wall
coverings, appliances, electrical and plumbing systems and cabinet doors. The
Company will also renovate the community's recreation and leasing center and
significantly upgrade its landscaping. This community was previously described
in the Company's Current Report on Form 8-K, dated December 16, 1997, under the
section "Proposed Acquisitions," and the Financial Statements required under
Rule 3-14 of Regulation S-X were filed therewith.

     WESTWOOD CLUB. On December 30, 1997, the Company acquired a 363 apartment
home community located in Los Angeles, California. This community was purchased
from The Travelers Insurance Company for approximately $32.1 million. The
Company has planned a repositioning program at this community, which will
include the replacement of the community's roofs and the repair and bracing of
balcony decks, the enclosure of first floor patios and major repairs to the
community's plumbing system. In addition, the Company plans to repaint the
community's exterior, repair its parking structures and elevators, and make
upgrades to apartment home interiors and common area corridors, as well as the
community's leasing facility and landscaping. This community was previously
described in the Company's Current Report on Form 8-K, dated December 16, 1997,
under the section "Proposed Acquisitions," and the Financial Statements required
under Rule 3-14 of Regulation S-X were filed therewith.

     PACIFICA CLUB. On December 30, 1997, the Company acquired a 304 apartment
home community located in Huntington Beach, California. This community was
purchased from The Travelers Insurance Company for approximately $26.8 million.
The Company has planned a repositioning program at this community, which will
include the replacement of roofs and wood sidings, waterproofing and stucco
repairs, the repair of balcony decks and stairs, exterior painting and the
addition of garports. In addition, the Company plans to upgrade apartment home
interiors, including the installation of new floors, wall coverings, appliances,
cabinet doors and electrical and plumbing systems, as well as add washers and
dryers. The Company will also renovate the community's leasing/recreation center
and upgrade its landscaping. This community was previously described in the
Company's Current Report on Form 8-K, dated December 16, 1997, under the section
"Proposed Acquisitions," and the Financial Statements

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required under Rule 3-14 of Regulation S-X were filed therewith.

     The aggregate purchase price of $102.7 million for the Mission Bay Club,
Westwood Club and Pacifica Club communities will be subject to an increase in
the amount of $2.3 million in the event the Company does not consummate the
acquisition of each of the Amberway Acquisition Community and Arbor Park
Acquisition Community (each of which was previously described in the Company's
Current Report on Form 8-K, dated October 31, 1997, under the section "Proposed
Acquisitions") from The Travelers Insurance Company in January 1998.

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                                   SIGNATURES

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

                              BAY APARTMENT COMMUNITIES, INC.



Dated:  January 8, 1998       By: /s/ Jeffrey B. Van Horn
                                  ------------------------------------------
                              Name:  Jeffrey B. Van Horn
                              Title: Vice President, Chief Financial Officer
                                     and Secretary




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