424B3: Prospectus filed pursuant to Rule 424(b)(3)

Pricing Supplement dated January 26, 1999
(To Prospectus dated August 18, 1998 and
Prospectus Supplement dated September 30, 1998)

AVALONBAY COMMUNITIES, INC.
Medium-Term Notes - Fixed Rate
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Principal Amount: $125,000,000 Interest Rate: 6.58% Issue Price: 100%

Agent's Discount Commission: 0.550% Original Issue Date: January 29, 1999
Stated Maturity Date: February 15, 2004

Net Proceeds to Issuer: $ 124,312,500
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Interest Payment Dates: February 15 and August 15

Redemption:

/ / The Notes cannot be redeemed prior to the Stated Maturity Date.
/X/ The Notes may be redeemed prior to the Stated Maturity Date.
Initial Redemption Date: at any time prior to the Stated Maturity Date
Initial Redemption Percentage/Redemption Price: see Additional/Other
Provisions below
Annual Redemption Percentage Reduction: N/A

Optional Repayment:
/X/ The Notes cannot be repaid prior to the Stated Maturity Date.
/ / 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 / / No /X/
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:

Form: /X/ Book-Entry / / Certificated

Agent(s): /X/ PaineWebber Incorporated /X/ NationsBanc Montgomery
Securities LLC

/X/ First Union Capital Markets, / / Warburg Dillon Read LLC
a division of Wheat First
Securities, Inc.

/X/ J.P. Morgan Securities Inc. /X/ Other (names): Fleet Securities,
Inc.
PNC Capital
Markets, Inc.

Agent(s) acting in the capacity as indicated below:
/ / Agent /X/ Principal

If as Principal:
/ / The Notes are being offered at varying prices related to prevailing
market prices at the time of resale.
/X/ The Notes are being offered at a fixed initial public offering price
of 100% of principal amount.

If as Agent:
The Notes are being offered at a fixed initial public offering price of
___% of Principal Amount.

Exchange Rate Agent: N/A

Additional/Other Provisions:

Optional Redemption. The Notes may be redeemed at any time at the option
of the Company, in whole or in part, upon notice of not more than 60 nor less
than 30 days prior to the date fixed for redemption (each, a "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, pursuant to Section 2.7 of
the Third Supplemental Indenture, dated as of December 21, 1998 between the
Company and the Trustee (the "Third Supplemental Indenture"), the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series shall have declared the principal amount (or, if Securities 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
Securities of this series to be due and payable immediately, by a notice in
writing to the Company (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 Securities of this series are paid, plus the Make-Whole
Amount on this Note shall become immediately due and payable. With respect to
the Securities of this series, if an Event of Default set forth in Section
501(6) of the Indenture, dated as of January 16, 1998 between the Company and
the Trustee (the "Indenture"), occurs and is continuing, such that pursuant to
Section 2.7 of the Third Supplemental Indenture all the Securities of this
series are immediately due and payable, without notice to the Company, at the
principal amount thereof (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) plus accrued interest to the date the Securities
of that series are paid, then the Make-Whole Amount on this Note 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 .25% (twenty-five 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 the Company.

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