SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

SCHEDULE 13G

Amendment No. 3
Bay Apartment Communities Incorporated
Common Stock
Cusip # 072012107


Cusip # 072012107
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: Commonwealth of Massachusetts
Item 5: 552,700
Item 6: None
Item 7: 2,841,020
Item 8: None
Item 9: 2,841,020
Item 11: 14.96%
Item 12: HC




Cusip # 072012107
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 2,841,020
Item 8: None
Item 9: 2,841,020
Item 11: 14.96%
Item 12: IN



Cusip # 072012107
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 2,841,020
Item 8: None
Item 9: 2,841,020
Item 11: 14.96%
Item 12: IN



SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)


Item 1(a). Name of Issuer:

Bay Apartment Communities Incorporated

Item 1(b). Name of Issuer's Principal Executive Offices:

4340 Stevens Creek Boulevard, #275
San Jose, CA 95129-1102

Item 2(a). Name of Person Filing:

FMR Corp.

Item 2(b). Address or Principal Business Office or, if None, Residence:

82 Devonshire Street, Boston, Massachusetts 02109

Item 2(c). Citizenship:

Not applicable

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

072012107

Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the
person filing, FMR Corp., is a parent holding company in accordance
with Section 240.13d-1(b)(ii)(G). (Note: See Item 7).

Item 4. Ownership

(a) Amount Beneficially Owned:
2,841,020

(b) Percent of Class:
14.96%

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:
552,700

(ii) shared power to vote or to direct the vote:
None

(iii) sole power to dispose or to direct the disposition of:
2,841,020

(iv) shared power to dispose or to direct the disposition of:
None




Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the common stock of Bay Apartment Communities
Incorporated. The interest of one person, Fidelity Real Estate
Investment Portfolio, an investment company registered under
the Investment Company Act of 1940, in the common stock of Bay
Apartment Communities Incorporated, amounted to 1,525,620
shares or 8.03% of the total outstanding common stock at
December 31, 1996.

Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.

See attached Exhibit(s) A and B.

Item 8. Identification and Classification of Members of the Group.

Not applicable, see attached Exhibit A.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.


Signature

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Schedule 13G in connection with FMR Corp.'s beneficial
ownership of the common stock of Bay Apartment Communities
Incorporated at December 31, 1996 is true, complete and
correct.



February 14, 1997
Date



/s/Arthur S. Loring
Signature



Arthur S. Loring, Vice
President
Name/Title



SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)

Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity
Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
is the beneficial owner of 2,288,320 shares or 12.05% of the common stock
outstanding of Bay Apartment Communities Incorporated ("the Company") as a
result of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940.

The ownership of one investment company, Fidelity Real Estate Investment
Portfolio, amounted to 1,525,620 shares or 8.03% of the common stock
outstanding. Fidelity Real Estate Investment Portfolio has its principal
business office at 82 Devonshire Street, Boston, Massachusetts 02109.

Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the
funds each has sole power to dispose of the 2,288,320 shares owned by the
Funds.

Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has
the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds, which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written guidelines
established by the Funds' Boards of Trustees.

Fidelity Management Trust Company, 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 552,700 shares or 2.91% of the common stock outstanding of
the Company as a result of its serving as investment manager of the
institutional account(s).

Edward C. Johnson 3d and FMR Corp., through its control of Fidelity
Management Trust Company, each has sole voting and dispositive power over
552,700 shares of common stock owned by the institutional account(s) as
reported above.

Members of the Edward C. Johnson 3d family and trusts for their benefit
are the predominant owners of Class B shares of common stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp. Mr. Johnson
3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail
P. Johnson is a Director of FMR Corp. The Johnson family group and all other
Class B shareholders have entered into a shareholders' voting agreement under
which all Class B shares will be voted in accordance with the majority vote of
Class B shares. Accordingly, through their ownership of voting common stock
and the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the Investment Company Act of 1940, to
form a controlling group with respect to FMR Corp.



SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT

The undersigned persons, on February 14, 1997, agree and consent to the
joint filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the common stock of Bay Apartment Communities
Incorporated at December 31, 1996.
FMR Corp.
By /s/Arthur S. Loring
Arthur S. Loring
Vice President - Legal
Edward C. Johnson 3d
By /s/Arthur S. Loring
Arthur S. Loring
Under Power of Attorney dated
5/17/89
On File with Schedule 13G for
Airborne Freight Corp. 9/10/91

Abigail P. Johnson


By /s/Arthur S. Loring
Arthur S. Loring
Under Power of Attorney dated
1/5/96
On File with Schedule 13G for
Acclaim Entertainment Inc.
1/10/96
Fidelity Management & Research Company
By /s/Arthur S. Loring
Arthur S. Loring
Sr. V.P. and General Counsel
Fidelity Real Estate Investment Portfolio