EXHIBIT 3(I).2

Exhibit 3(i).2


ARTICLES OF AMENDMENT

AMENDING THE CHARTER OF

AVALON BAY COMMUNITIES, INC.


Avalon Bay Communities, Inc., a Maryland corporation (the
"Corporation"), certifies as follows:

FIRST: That the Corporation's Charter is hereby amended by:


(A) deleting Article I, Section 1.3 in its entirety and
inserting the following in lieu thereof:


1.3 The total number of shares of Stock which
the Corporation has authority to issue is two hundred ten
million (210,000,000) shares, consisting of (i) fifty million
(50,000,000) shares of Preferred Stock; (ii) one hundred forty
million (140,000,000) shares of Common Stock; and (iii) twenty
million (20,000,000) shares of excess stock, par value $.01
per share ("Excess Stock"). The aggregate par value of all the
shares of all classes of Stock is $2,100,000.



(B) deleting Article II in its entirety and inserting the
following in lieu thereof:


ARTICLE II

NAME

The name of the Corporation is:

"AvalonBay Communities, Inc."







(C) deleting the first two sentences of Article VII,
Section 7.1 in their entirety and inserting the following in lieu thereof:


7.1 AUTHORIZED STOCK. The total number of shares
of Stock which the Corporation has authority to issue is two
hundred ten million (210,000,000) shares, consisting of (i)
fifty million (50,000,000) shares of Preferred Stock, par
value $.01 per share; (ii) one hundred forty million
(140,000,000) shares of Common Stock, par value $.01 per
share; and (iii) twenty million (20,000,000) shares of Excess
Stock, par value $.01 per share. The aggregate par value of
all the shares of all classes of Stock is $2,100,000.



SECOND: The foregoing amendments to the Corporation's Charter were
advised by the Board of Directors of the Corporation and were approved by the
stockholders of the Corporation at a Special Meeting of Stockholders held on
October 2, 1998.





[Remainder of Page Left Blank Intentionally]






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IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to the Charter of the Corporation to be executed in its name and on
its behalf on this 2nd day of October 1998, by the President of the Corporation
who acknowledges that these Articles of Amendment are the act of the Corporation
and that to the best of his knowledge, information and belief and under
penalties for perjury, all matters and facts contained in these Articles of
Amendment are true in all material respects.




AVALON BAY COMMUNITIES, INC.



(seal) By: /s/ Charles H. Berman
----------------------------------
Charles H. Berman
President






ATTEST



By: /s/ Jeffrey B. Van Horn
------------------------------
Jeffrey B. Van Horn
Secretary









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