FORM OF STOCK CERTIFICATE,AVALON BAY COMM.,INC.

EXHIBIT 4.2

COMMON COMMON
STOCK STOCK

[LOGO OF AVALON BAY COMMUNITIES, INC.]

AVALON BAY COMMUNITIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND


NUMBER SHARES
NY ______________

THIS CERTIFICATE IS SEE REVERSE FOR CERTAIN
TRANSFERABLE IN NEW YORK DEFINITIONS AND RESTRICTIONS

CUSIP 053373 10 6
THIS CERTIFIES THAT -------------



IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE
$.01 PER SHARE, OF

Avalon Bay Communities, Inc. (the "Corporation") transferable on the books
of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.

The shares evidenced by this certificate are subject to, among other
things, restrictions on transferability and ownership, and may be exchanged
automatically for shares of Excess Stock which do not have voting rights
and may become redeemable. See reverse side of this Certificate for a
summary of the rights, preferences, privileges and restrictions of each
class or series of shares, and instructions for information on how to
obtain a copy of the rights, preferences, privileges and restrictions of
each class or series of shares.

Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

[SEAL]

Dated: [PICTURE APPEARS HERE] /s/ Gilbert M. Meyer
Chairman of the Board




COUNTERSIGNED AND REGISTERED:
TRANSFER AGENT
AND REGISTRAR
BY /s/ Jeffrey B. Van Horn
Secretary
AUTHORIZED SIGNATURE

American Bank Note Company


The shares of Avalon Bay Communities, Inc. (the "Corporation") represented
by this certificate are subject to restrictions set forth in the Corporation's
charter, as the same may be amended from time to time, which prohibit in general
(a) any Person (other than a Look-Through Entity) from Beneficially Owning
shares of Equity Stock in excess of the Ownership Limit, (b) any Look-Through
Entity from Beneficially Owning shares of Equity Stock in excess of the Look-
Through Ownership Limit and (c) any Person from acquiring or maintaining any
ownership interest in the Stock of the Corporation that is inconsistent with (i)
the requirements of the Internal Revenue Code of 1986, as amended, pertaining to
real estate investment trusts or (ii) the charter of the Corporation, and the
holder of this certificate by his, her or its acceptance hereof consents to be
bound by such restrictions. Capitalized terms used in this paragraph and not
defined herein are defined in the Corporation's charter as the same may be
amended from time to time.

The Corporation will furnish without charge, to each stockholder who so
requests, a copy of the relevant provisions of the charter and bylaws, each as
amended, of the Corporation, a copy of the provisions setting forth the
designations, preferences, privileges and rights of each class of stock or
series thereof that the Corporation is authorized to issue and the
qualifications, limitations and restrictions of such preferences and/or rights.
Any such request may be addressed to the Secretary of the Corporation or to the
transfer agent named on the face hereof.

The Corporation is authorized to issue more than one class of stock,
including preferred stock. The Board of Directors is authorized to determine and
alter the rights, preferences, privileges, and restrictions granted to or
imposed upon any wholly owned unissued series of preferred stock, and to fix the
number of shares and the designation of any series of preferred stock.

This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Shareholder Rights Agreement between the Corporation
and American Stock Transfer and Trust Company, as Rights Agent, dated as of
March 9, 1998, as amended, restated, renewed or extended from time to time (the
"Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal offices of the
Corporation and the stock transfer administration office of the Rights Agent.
Under certain circumstances, as set forth in the Rights Agreement, such Rights
will be evidenced by separate certificates and will no longer be evidenced by
this certificate. The Corporation may redeem the Rights at a redemption price of
$0.01 per Right, subject to adjustment, under the terms of the Rights Agreement.
The Corporation will mail to the holder of this certificate a copy of the Rights
Agreement, as in effect on the date of mailing, without charge promptly after
receipt of a written request therefor. Under certain circumstances, Rights
issued to or held by Acquiring Persons or any Affiliates or Associates thereof
(as defined in the Rights Agreement), and any subsequent holder of such Rights,
may become null and void. The Rights shall not be exercisable, and shall be void
so long as held, by a holder in any jurisdiction where the requisite
qualification, if any, to the issuance to such holder, or the exercise by such
holder, of the Rights in such jurisdiction shall not have been obtained or be
obtainable.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations: