AMENDMENT TO EMPLOYMENT AGREEMENT RE: MICHAUX

EXHIBIT 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

Reference is made to that certain Employment Agreement (the "Employment
Agreement") dated as of March 9, 1998 by and between Richard L. Michaux
("Executive") and AvalonBay Communities, Inc., a Maryland corporation and
successor by name change to Bay Apartment Communities, Inc. (the "Company").

Whereas, Executive has recently consented to accept the position of
President in addition to Executive's current position as Chief Executive
Officer; and

Whereas, Executive and the Company desire to amend the Employment Agreement
to reflect such additional position and to make certain clarifications and
related changes.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree to
amend the Employment Agreement as follows (section references are to sections in
the Employment Agreement):

1. In the first sentence of Section 1 of the Employment Agreement, the
words "and terminating on the third anniversary of the Effective Date (the
'Original Term')" are hereby replaced with the words "and terminating on
December 31 of the year in which the third anniversary of the Effective Date
falls (the 'Original Term')". For clarity, it is noted that the effect of this
amendment is to make the Original Term of the Employment Agreement expire on
December 31, 2001.

2. The second sentence of the first paragraph of Section 2(a) of the
Employment Agreement is hereby amended to add the words "and President" after
the words "Chief Executive Officer."

3. In the last sentence of the second paragraph of Section 2(a), the word
"Midwest" before the phrase "projects of Trammell Crow Residential" is hereby
deleted.

4. The first sentence of Section 3(a) is hereby amended to read in its
entirety as follows (for convenience, language deleted from such sentence is
[bracketed]; and language added to such sentence is CAPITALIZED:

"During the Employment Period, the Executive shall receive an annual rate
of base salary ("Base Salary") in an amount, [not less than $350,000] FROM
AND AFTER MARCH 29, 1999, OF NOT LESS THAN $380,000."

5. In Section 8, the definitions of "Competing Enterprise" and "Restricted
Activities" are hereby amended by changing the phrase "residential real estate"
in each such definition wherever such phrase appears to "multifamily rental real
estate" and, further, by deleting clause (a) from the definition of "Competing
Enterprise."

6. In the event that the Company has or hereafter makes any special,
mid-year or other non-routine grant of equity outside of the Company's
restricted stock and option annual compensation programs, or in the event that
the Company grants, outside of the current restricted stock and option annual
compensation programs, any equity based compensation pursuant to a "shareholder
value" or other long-term plan under which equity grants may be made based on
multi-year Company results, the value of any such mid-year, special, or
"shareholder value" or long-term plan equity based compensation shall not be
included in the calculation of Covered Compensation or Covered Average
Compensation, and the value of such equity shall have no impact on any cash
payments made under Section 7(c) of the Agreement.




Capitalized terms used herein and not defined herein have the meanings given
thereto in the Employment Agreement.

IN WITNESS WHEREOF, this amendment is entered into and is effective as of this
30th day of July, 1999.

AVALONBAY COMMUNITIES, INC.

/s/ Gilbert M. Meyer

Name: Gilbert M. Meyer
Title: Executive Chairman

/s/ Richard L. Michaux

Executive: Richard L. Michaux