EXHIBIT 10.19

EXHIBIT 10.19

AVALONBAY COMMUNITIES, INC.

SECRETARY'S CERTIFICATE

AMENDMENTS TO
THE AVALONBAY COMMUNITIES, INC.
1994 STOCK INCENTIVE PLAN
AS AMENDED AND RESTATED ON APRIL 13, 1998

On May 6, 1999, at a duly called and held meeting of the Compensation Committee
of the Board of Directors of AvalonBay Communities, Inc. (the "Company") and at
a duly called and held meeting of the full Board of Directors of the Company,
such Committee and the Board adopted the following amendments to the AvalonBay
Communities, Inc. 1994 Stock Incentive Plan, as amended and restated on April
13, 1998 (the "Plan"):

1. The definition of "Retirement" set forth in Section 1 of
the Plan refers to the "retirement policy" of the
Company. To clarify its retirement policy for the
purposes of the Plan, the Company adopted the following
retirement policy for purposes of interpreting the
operation of the Plan after May 6, 1999:

"Retirement" means (i) the employee's
termination of employment with the Company and
its Subsidiaries, other than for Cause, after
attainment of age 55, but only if upon such
termination of employment the employee has been
employed in the aggregate for a period of at
least 120 contiguous months by the Company, by
any company of which the Company is the
successor by name change or reincorporation, by
Avalon Properties, Inc. or by Trammell Crow
Residential, or any affiliate of any of the
foregoing; and (ii) with respect to any
employee of the Company who as of May 5, 1999
has attained the age of 50 or more and who,
upon retirement, has served in the capacity of
senior vice president or a more senior position
for at least one year (including service with
Avalon Properties), "retirement" means the
employee's termination of employment with the
Company and its Subsidiaries other than for
Cause."

2. A new Section 5(a)(vii)(C) to the Plan was adopted, such
section reading in its entirety as follows:

"Any Stock Option held by an optionee whose
employment by the Company and its Subsidiaries
is terminated by reason of Retirement (but not
if such termination qualifies as a retirement
only under clause (ii) of the definition of
Retirement) shall be automatically vested as of
the date of termination of such employee's
Retirement notwithstanding that the provisions
of the related stock option agreement provide
for forfeiture of the unvested portion of the
award upon termination."

3. The following sentence was added at the end of Section
6(a) (Nature of Restricted Stock Awards), such sentence
reading in its entirety as follows:

"In the event of termination of an employee by
reason of Retirement (but not if such
termination qualifies as a retirement only
under clause (ii) of the definition of
Retirement), then in such event any Restricted
Stock Awards held by such employee on the date
of termination shall continue to vest in
accordance with


their terms following such termination,
notwithstanding that the provisions of the
Restricted Stock Award agreement provide for
forfeiture of the unvested portion of the award
upon termination."

4. The following sentence was added at the end of Section
7(a) (Nature of Deferred Stock Award), such sentence
reading in its entirety as follows:

"In the event of termination of an employee by
reason of Retirement (but not if such
termination qualifies as a retirement only
under clause (ii) of the definition of
Retirement), then in such event any Deferred
Stock Awards held by such employee on the date
of termination shall continue to vest in
accordance with their terms following such
termination, notwithstanding that the
provisions of the Deferred Stock Award
agreement provide for forfeiture of the
unvested portion of the award upon
termination."

IN WITNESS WHEREOF, the undersigned has signed this certificate as
of May 6, 1999.

AVALONBAY COMMUNITIES, INC.

/s/ Edward M. Schulman

Name: Edward M. Schulman
Title: Secretary