CONSENT OF PAINEWEBBER INCORPORATED
Published on May 5, 1998
EXHIBIT 23.4
CONSENT TO USE OF
FAIRNESS OPINION IN
REGISTRATION STATEMENT ON FORM S-4
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We hereby consent: (i) to the use of our opinion letter dated March 8, 1998
to the Board of Directors of Avalon Properties, Inc., included as Annex D to the
Joint Proxy Statement/Prospectus that forms a part of the Registration Statement
on Form S-4 relating to the proposed merger of Avalon Properties, Inc. with and
into Bay Apartment Communities, Inc.; and (ii) to the references to such opinion
in such Proxy Statement under the captions "Summary--Opinions of Financial
Advisors to Avalon," "The Merger--Background of the Merger," "The
Merger--Recommendation of the Avalon Board; Avalon's Reasons for the Merger" and
"The Merger--Opinion of Avalon's Financial Advisors." In giving such consent, we
do not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities and Exchange Act of 1933, as amended,
or the rules and regulations issued by the Securities and Exchange Commission
thereunder, nor do we admit that we are experts with respect to any part of such
Registration Statement within the meaning of the term "experts" as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
PAINEWEBBER INCORPORATED
By /s/ Frederick T. Caven, Jr.
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Frederick T. Caven, Jr.
Managing Director
May 4, 1998
New York, New York