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                                                                   Exhibit 23.12

                        CONSENT TO SERVE AS A DIRECTOR


    In the event Avalon Properties, Inc. is merged (the "Merger") with and into 
Bay Apartment Communities, Inc. (the "Company"), I hereby agree to serve as a 
director of the Company, which will be renamed Avalon Bay Communities, Inc. 
following the Merger. I also agree to the inclusion of the references to me in 
the Company's registration statement on Form S-4 and any prospectus included 
therein as a person who has agreed to serve as a director of the Company.


                                   /s/ Michael A. Futterman
                                   -------------------------
                                   Michael A. Futterman
                                   April 15, 1998 






