<SUBMISSION>
<ACCESSION-NUMBER>0001047469-04-012928
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20040414
<ITEMS>5
<ITEMS>7
<FILING-DATE>20040421
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AVALONBAY COMMUNITIES INC
<CIK>0000915912
<ASSIGNED-SIC>6798
<IRS-NUMBER>770404318
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-12672
<FILM-NUMBER>04746011
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2900 EISENHOWER AVENUE
<STREET2>SUITE 300
<CITY>ALEXANDRIA
<STATE>VA
<ZIP>22314
<PHONE>7033296300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2900 EISENHOWER AVENUE
<STREET2>STE 300
<CITY>ALEXANDRIA
<STATE>VA
<ZIP>22314
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>AVALON BAY COMMUNITIES INC
<DATE-CHANGED>19980618
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BAY APARTMENT COMMUNITIES INC
<DATE-CHANGED>19931208
</FORMER-COMPANY>
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2134263z8-k.txt
<DESCRIPTION>8-K
<TEXT>
<PAGE>


                                  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): April 14, 2004


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


         MARYLAND                         1-12672                77-0404318
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
    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)


<PAGE>


Item 5.  Other Events.

         On April 14, 2004, AvalonBay Communities, Inc. (the "Company")
issued a press release announcing that it had priced a public offering (the
"Offering") of an aggregate of $150,000,000 principal amount of its 5.375%
Medium Term Notes Due 2014 (the "Notes"). The Offering was made pursuant to a
Prospectus dated July 28, 2003, a Prospectus Supplement dated August 11, 2003
and a Pricing Supplement dated April 14, 2004 relating to the Company's
Registration Statement on Form S-3 (File No. 333-103755). The press release
is filed as Exhibit 99.1 to this report. The Terms Agreement, dated April 14,
2004, by and among the Company and the Agents named therein is filed herewith
as Exhibit 1.1.

         Interest on the Notes is payable semi-annually on April 15 and
October 15 and the Notes will mature on April 15, 2014. The Company will use
the net proceeds of approximately $148 million to reduce indebtedness
outstanding under its unsecured credit facility and for other corporate
purposes. Settlement is scheduled for April 21, 2004.

<PAGE>


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

(c)  Exhibits

EXHIBIT NO.                          DESCRIPTION

1.1*                Terms Agreement, dated April 14, 2004.
5.1*                Legal Opinion of Goodwin Procter  LLP, dated April 21, 2004.
23.1                Consent of Goodwin Procter LLP (included in Exhibit 5.1).
99.1*               Press Release of the Company, dated April 14, 2004.

-----------------
*  Filed herewith.


<PAGE>


                                   SIGNATURES

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

                                      AVALONBAY COMMUNITIES, INC.



Dated:  April 21, 2004                By:    /s/ THOMAS J. SARGEANT
                                             ----------------------------------
                                      Name:  Thomas J. Sargeant
                                      Title: Executive Vice President and Chief
                                             Financial Officer



<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.                       DESCRIPTION

1.1*              Terms Agreement, dated April 14, 2004.
5.1*              Legal Opinion of Goodwin Procter  LLP, dated April 21, 2004.
23.1              Consent of Goodwin Procter LLP (included in Exhibit 5.1).
99.1*             Press Release of the Company, dated April 14, 2004.

-----------------
*  Filed herewith.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>a2134263zex-1_1.txt
<DESCRIPTION>EXHIBIT 1.1
<TEXT>
<PAGE>


                                                                     EXHIBIT 1.1


                           AVALONBAY COMMUNITIES, INC.

                                MEDIUM-TERM NOTES
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE


                                 TERMS AGREEMENT


                                                                  April 14, 2004

AvalonBay Communities, Inc.
2900 Eisenhower Avenue, Suite 300
Alexandria, VA  22314

         Reference is made to (i) that certain Amended and Restated Distribution
Agreement, dated as of August 6, 2003 (including any exhibits and schedules
thereto, the "Distribution Agreement"), by and among AvalonBay Communities,
Inc., a Maryland corporation (the "Company" or "AvalonBay"), each of Banc of
America Securities LLC, Citigroup Global Markets Inc., Fleet Securities, Inc.,
J.P. Morgan Securities Inc., Lehman Brothers Inc., Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC, (ii) that certain Appointment
Agreement, dated the date hereof, by and between the Company and SunTrust
Capital Markets, Inc., (iii) that certain Appointment Agreement, dated the date
hereof, by and between the Company and Deutsche Bank Securities Inc., and (iv)
that certain Appointment Agreement, dated the date hereof, by and between the
Company and McDonald Investments Inc. (the agreements in (ii), (iii) and (iv)
are collectively, the "Appointment Agreements" and the entities listed on
SCHEDULE 1 hereto are collectively the "Agents"). Wachovia Capital Markets, LLC
and Banc of America Securities LLC have agreed to act as the representatives
(the "Representatives") of the Agents in connection with this Terms Agreement
(this "Agreement"). Capitalized terms used, but not defined, in this Agreement
are used in this Agreement as defined in the Distribution Agreement. This
Agreement is one of the Written Terms Agreements referred to in Section 4(a) of
the Distribution Agreement.

          In accordance with and subject to the terms and conditions stated in
this Agreement, the Distribution Agreement and the Appointment Agreements, which
agreements are incorporated herein in their entirety and made a part hereof, the
Company agrees to sell to the Agents, and each of the Agents severally agrees to
purchase, as principal, from the Company the aggregate principal amount set
forth opposite its name in SCHEDULE 1 hereto of the Company's Notes identified
on SCHEDULE 2 hereto. If one or more of the Agents shall fail at the Settlement
Date to purchase the Notes which it or they are obligated to purchase under this
Agreement, the procedures set forth in Section 4(a) of the Distribution
Agreement shall apply.

         The obligations of the Agents to purchase Notes shall be subject, in
addition to the conditions precedent listed in the Distribution Agreement and
the Appointment Agreements, to the delivery of the following documents to the
Representatives, on or before the Settlement Date:

         1.    the opinions and letters referred to in Sections 6(a), 6(b) and
               6(c) and of the Distribution Agreement, each dated the Settlement
               Date and otherwise in substantially the same form as was
               delivered in connection with the Company's November 7, 2002
               public offering of medium-term notes (the "Prior Offering");

         2.    the letters of Ernst & Young LLP referred to in Section 6(d) of
               the Distribution Agreement, dated the date hereof and the
               Settlement Date and otherwise in substantially the same forms as
               were delivered in connection with the Prior Offering; and

         3.    the officers' certificate referred to in Section 6(e) of the
               Distribution Agreement, dated the Settlement Date and otherwise
               in substantially the same form as was delivered in connection
               with the Prior Offering.

         All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are reasonably satisfactory
in form and substance to the Representatives of

<PAGE>


the Agents and their counsel. The Company will furnish the Agents with such
conformed copies of such opinions, certificates, letters and other documents as
the Agents shall reasonably request.

         This Agreement shall be governed by the laws of the State of New York.
This Agreement, the Distribution Agreement and the Appointment Agreements
constitute the entire agreement of the parties regarding the offering of Notes
contemplated by this Agreement and supersede all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect to
the subject matter hereof. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS.]


<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                           AVALONBAY COMMUNITIES, INC.


                                           By:    /s/ THOMAS J. SARGEANT
                                                  ----------------------------
                                           Name:  Thomas J. Sargeant
                                           Title: Executive Vice President and
                                                  Chief Financial Officer


WACHOVIA CAPITAL MARKETS, LLC

     For itself and as the Representative
     of the several Agents named
     in SCHEDULE 1 hereto
        ----------


By:    /s/ TERESA HEE
       --------------
Name:  Teresa Hee
Title: Director


BANC OF AMERICA SECURITIES LLC

     For itself and as the Representative
     of the several Agents named
     in SCHEDULE 1 hereto
        ----------

By:    /s/ PETER J. CARBONE
       --------------------
Name:  Peter J. Carbone
Title: Vice President

<PAGE>


                                   SCHEDULE 1

                               AGENTS' ALLOCATIONS


<TABLE>
<CAPTION>

                                                                  AGGREGATE
                                                               PRINCIPAL AMOUNT
AGENT                                                             OF NOTES
-----                                                             --------
<S>                                                             <C>
Wachovia Capital Markets, LLC ................................  $ 37,500,000

Banc of America Securities LLC ...............................    37,500,000

J.P. Morgan Securities Inc....................................    29,545,000

Deutsche Bank Securities Inc..................................    15,909,000

McDonald Investments Inc......................................    11,364,000

Morgan Stanley & Co. Incorporated.............................     9,091,000

SunTrust Capital Markets, Inc.................................     9,091,000
                                                                ============
                                                                $150,000,000
</TABLE>


<PAGE>


                                   SCHEDULE 2

                               TERMS OF THE NOTES

                         Medium-Term Notes - Fixed Rate

<TABLE>
<S>                                                          <C>
Principal Amount:  $150,000,000                                Issue Price (Public Offering Price): 99.445%
Net Proceeds to Issuer:  $148,230,000                                  Agents' Discount Commission:  0.625%
Stated Maturity Date:  April 15, 2014                                                 Interest Rate: 5.375%
Original Issue Date:  April 21, 2004                                                      CUSIP  05348E AH2
Interest Payment Dates: April 15 and October 15               First Interest Payment Date: October 15, 2004
</TABLE>


Redemption:
   [ ] The Notes cannot be redeemed prior to the Stated Maturity Date at the
       option of the Company.
   [X] The Notes may be redeemed prior to the Stated Maturity Date at the
       option of the Company.
       Initial Redemption Date:  See Additional/Other Terms.
       Initial Redemption Percentage/Redemption Price: See Additional/Other
       Terms.
       Annual Redemption Percentage Reduction:  N/A

Optional Repayment:
   [X] The Notes cannot be repaid prior to the Stated Maturity Date at the
       option of the Holder of the Notes.
   [ ] The Notes can be repaid prior to the Stated Maturity Date at the option
       of the Holder of the Notes.
       Optional Repayment Dates:
       Repayment Price:  ____%

Currency:
         Specified Currency: U.S. Dollars
         (If other than U.S. Dollars, see attached)
         Minimum Denominations:
         (Applicable only if Specified Currency is other than U.S. Dollars)

Original Issue Discount ("OID"):            [ ]  Yes          [X]  No
         Total Amount of OID:
         Yield to Maturity:
         Initial Accrual Period:

Form:    [X]   Book-Entry  [ ]  Certificated

Additional/Other Terms:

         REOPENING OF ISSUE. The Company may, from time to time and without the
consent of the noteholders, reopen an issue of notes and issue additional notes
having the same terms and conditions (including maturity, interest payment terms
and CUSIP number) as notes issued on an earlier date, except for the issue date,
issue price and, if applicable, the first payment of interest. After such
additional notes are issued, they will be fungible with the notes issued on such
earlier date.

         OPTIONAL REDEMPTION. The Notes may be redeemed at any time at the
option of AvalonBay, in whole or in part, upon notice of not more than 60 and
not less than 30 days prior to the Redemption Date, at a Redemption Price equal
to the sum of (i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Note.

         ACCELERATION OF MATURITY; MAKE-WHOLE AMOUNT. If an Event of Default
with respect to the Notes that are then outstanding occurs and is continuing,
and pursuant to Section 2.7 of the Amended and Restated Third Supplemental
Indenture dated as of July 10, 2000 (the "Third Supplemental Indenture") the
Trustee or the Holders of not less than 25% in principal amount of the then
outstanding Notes of this series shall have declared the principal amount (or,
if the

<PAGE>


Notes of this series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal as may be specified in the terms
hereof) of all the Notes of this series to be due and payable immediately, by a
notice in writing to AvalonBay (and to the Trustee if given by the Holders),
then upon any such declaration such principal, or specified portion thereof,
plus accrued interest to the date the Notes of this series are paid, plus the
Make-Whole Amount on the Notes shall become immediately due and payable. With
respect to the Notes of this series, if an Event of Default set forth in Section
501(6) of the Indenture, dated as of January 16, 1998, between AvalonBay and the
Trustee (the "Indenture") occurs and is continuing, such that pursuant to
Section 2.7 of the Third Supplemental Indenture all the Notes of this series are
immediately due and payable, without notice to AvalonBay, at the principal
amount thereof (or, if the Notes of this series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms of the Notes) plus accrued interest to the date the Notes
are paid, then the Make-Whole Amount on the Notes shall also be immediately due
and payable.

         DEFINITIONS. Terms used but not defined herein shall have the meanings
set forth in the Indenture and the Third Supplemental Indenture. The following
terms shall have the following meanings:

         "Make-Whole Amount" means, in connection with any optional redemption
or accelerated payment of any Note, the excess, if any, of (i) the aggregate
present value as of the date of such redemption or accelerated payment of each
dollar of principal being redeemed or paid and the amount of interest (exclusive
of interest accrued to the date of redemption or accelerated payment) that would
have been payable in respect of such dollar if such redemption or accelerated
payment had not been made, determined by discounting, on a semi-annual basis,
such principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date such notice of Redemption is given or
declaration of acceleration is made) from the respective dates on which such
principal and interest would have been payable if such redemption or accelerated
payment had not been made, over (ii) the aggregate principal amount of the Notes
being redeemed or paid.

         "Reinvestment Rate" means 0.20% (twenty one hundredths of one percent)
plus the arithmetic mean of the yields under the respective headings "This Week"
and "Last Week" published in the Statistical Release under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the
principal being redeemed or paid. If no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding sentence
and the Reinvestment Rate shall be interpolated or extrapolated from such yields
on a straight-line basis, rounding in each of such relevant periods to the
nearest month. For such purposes of calculating the Reinvestment Rate, the most
recent Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.

         "Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination of the
Make-Whole Amount, then such other reasonably comparable index which shall be
designated by AvalonBay.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>a2134263zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>


                                                                     EXHIBIT 5.1


                                                April 21, 2004



AvalonBay Communities, Inc.
2900 Eisenhower Avenue, Suite 300
Alexandria, VA  22314

Ladies and Gentlemen:

We have acted as special counsel for AvalonBay Communities, Inc., a Maryland
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"), of a Registration
Statement on Form S-3, as amended (File No. 333-103755) (the "Registration
Statement"), a prospectus supplement dated August 11, 2003 and a pricing
supplement dated April 14, 2004 (together, the "Prospectus Supplement"),
which supplement the prospectus included in the Registration Statement,
relating to the offering of $150,000,000 aggregate principal amount of 5.375%
Medium-Term Notes due April 15, 2014 (the "Notes") by the Company to the
Agents (as defined below) pursuant to the terms of the Amended and Restated
Distribution Agreement dated August 6, 2003 (the "Distribution Agreement") by
and among the Company and the Agents named therein (the "Agents"). The
prospectus included in the Registration Statement, as supplemented by the
Prospectus Supplement, is herein called the "Prospectus."

The Notes are to be issued pursuant to the terms of an Indenture dated as of
January 16, 1998 between the Company and U.S. Bank Trust National
Association, as successor trustee (the "Trustee"), as supplemented by the
First Supplemental Indenture dated as of January 20, 1998 between the Company
and the Trustee, the Second Supplemental Indenture dated as of July 7, 1998
between the Company and the Trustee, and the Amended and Restated Third
Supplemental Indenture dated as of July 10, 2000 between the Company and the
Trustee (collectively, the "Indenture").

We have examined the Amended and Restated Articles of Incorporation of the
Company, as amended and on file with the Maryland State Department of
Assessments and Taxation, the Amended and Restated Bylaws of the Company, the
Distribution Agreement, certified resolutions of the Board of Directors of the
Company (the "Board") and actions pursuant to authority delegated to the
Investment and Finance Committee of the Board (the "IFC Committee") authorizing
the issuance of the Notes (the "Authorizing Resolutions"), such records of
corporate proceedings of the Company and legal considerations as we have deemed
appropriate for the purposes of this opinion, the Registration Statement and the
Prospectus Supplement and the exhibits thereto. In such examination, we have
assumed the authenticity of all documents submitted to us as originals, the
conformity with the original documents of all documents submitted to us as
copies, and the accuracy of all factual statements set forth in such documents.


<PAGE>


We are attorneys admitted to practice in The Commonwealth of Massachusetts. We
express no opinion concerning the laws of any jurisdictions other than the laws
of the United States of America, the Commonwealth of Massachusetts and the
Maryland General Corporation Law, and also express no opinion with respect to
the blue sky or securities laws of any state, including Massachusetts or
Maryland. To the extent that any other laws govern any of the matters as to
which we express an opinion herein, we have assumed, without independent
investigation, that the laws of such jurisdiction are identical to those of the
Commonwealth of Massachusetts, and we express no opinion as to whether such
assumption is reasonable or correct.

Based on the foregoing, we are of the opinion that the Notes to be sold by the
Company to or through the agents named in the Prospectus Supplement, upon
issuance in accordance with the Authorizing Resolutions and upon execution and
delivery of such Notes and payment therefore in accordance with the terms of the
Indenture and the Distribution Agreement and the related Terms Agreement dated
April 14, 2004, will be legally issued and constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and will be entitled to the benefits of the Indenture.

The foregoing opinion is qualified to the extent that the enforceability of any
document, instrument, or Note may be limited by or subject to the effects of (i)
bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer,
reorganization, or other similar laws relating to or affecting creditors' rights
generally, (ii) general principles of equity or public policy principals, and
(iii) the refusal of a particular court to grant equitable remedies, including
specific performance and injunctive relief or a particular remedy sought under
the Indenture as opposed to another remedy provided for therein or available at
law or in equity. We note that the enforceability of specific provisions of the
Indenture and the Notes may be subject to (a) standards of reasonableness and
"good faith" limitations and obligations such as those provided in the Uniform
Commercial Code and similar applicable principles of common law and judicial
decisions and (b) the course of dealings between the parties, the usage of trade
and similar provisions of common law and judicial decision.

We express no opinions concerning (i) the validity or enforceability of any
provisions contained in the Indenture or Notes that purport to waive or not give
effect to rights to notice, defenses, subrogation or other rights or benefits
that cannot be effectively waived under applicable law, (ii) the enforceability
of indemnification provisions to the extent that they purport to relate to
liabilities resulting from or based on negligence or any violation of any
federal or state securities laws, (iii) the enforceability of severability
clauses or (iv) the enforceability of any provision in the Indenture or the
Notes that purports to waive liability for violation of securities laws.

The opinions expressed herein are being furnished to you solely for your benefit
in connection with the Registration Statement, and may not be used or relied
upon by you for any other purpose, nor may this opinion be quoted from,
circulated, relied upon or otherwise referred to, by any other person or entity
without our prior written consent. This opinion is given as of the date first
set forth above, and we assume no obligation to update this opinion. We hereby
consent to the use of this opinion as an exhibit to the Company's Current Report
on Form 8-K dated August 14, 2003 which is incorporated by reference into the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
1933 Act or the General Rules and Regulations of the Securities and Exchange
Commission.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>a2134263zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1


                           CONTACT: Thomas J. Sargeant
                           Chief Financial Officer
                           AvalonBay Communities, Inc.
                           703-317-4635


FOR IMMEDIATE RELEASE


                          AVALONBAY COMMUNITIES PRICES
                     $150 MILLION MEDIUM-TERM NOTES OFFERING

ALEXANDRIA, VA (APRIL 14, 2004) - AVALONBAY COMMUNITIES, INC. (NYSE/PCX: AVB)
announced today that it priced a $150 million offering of medium-term notes
under its existing shelf registration statement. Interest on the notes is
payable semi-annually on April 15 and October 15 and will mature April 15, 2014.
These ten-year notes, rated Baa1 by Moody's Investors Service and BBB+ by
Standard & Poor's, were issued at 99.445% of par value with a coupon of 5.375%
and yield to investors of 5.448%. The Company will use the net proceeds of
approximately $148 million, after underwriting discounts and other transaction
related costs, to reduce indebtedness outstanding under the Company's unsecured
credit facility and for other corporate purposes. Settlement is scheduled for
April 21, 2004.

ABOUT AVALONBAY COMMUNITIES, INC.

AvalonBay Communities, Inc., headquartered in Alexandria, Virginia, currently
owns or holds an ownership interest in 143 apartment communities containing
41,997 apartment homes in ten states and the District of Columbia, of which
eleven communities are under construction and two communities are under
reconstruction. AvalonBay is in the business of developing, redeveloping,
acquiring and managing 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.



       COPYRIGHT (C) 2004 AVALONBAY COMMUNITIES, INC. ALL RIGHTS RESERVED


</TEXT>
</DOCUMENT>
</SUBMISSION>
