1996 NON QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

Exhibit 99.1


BAY APARTMENT COMMUNITIES, INC.

1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS

Section Page
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1. Purpose............................................................A-1

2. Definitions........................................................A-1
2.1 Account......................................................A-1
2.2 Bay..........................................................A-1
2.3 Beneficiary..................................................A-1
2.4 Board........................................................A-1
2.5 Closing Price................................................A-1
2.6 Committee....................................................A-1
2.7 Election Form................................................A-1
2.8 Election Period..............................................A-1
2.9 Eligible Director............................................A-1
2.10 Eligible Employee............................................A-2
2.11 Participant..................................................A-2
2.12 Participating Employer.......................................A-2
2.13 Plan.........................................................A-2
2.14 Plan Administrator...........................................A-2
2.15 Purchase Period..............................................A-2
2.16 Purchase Price...............................................A-2
2.17 Stock........................................................A-2

3. Stock Issuable.....................................................A-2

4. Administration.....................................................A-3

5. Participation......................................................A-3

6. Contributions......................................................A-3
(a) Initial Contributions...............................A-3
(b) Changes in Contributions and Withdrawals............A-4
(c) Section 401(k) Hardship Withdrawals.................A-4
(d) Account Credits, General Assets and Taxes...........A-4
(e) Automatic Refunds...................................A-4

7. Purchase of Stock..................................................A-5

8. Delivery...........................................................A-5

9. Designation of Beneficiary.........................................A-5



(i)
Section Page
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10. Transferability....................................................A-6

11. Amendment or Termination...........................................A-6

12. Notices............................................................A-6

13. Employment.........................................................A-6

14. Employment Transfers...............................................A-7

15. Shareholder Approval...............................................A-7

16. Headings, References and Construction..............................A-7


(ii)
1. Purpose

The primary purpose of this Plan is to encourage Stock ownership by
each Eligible Director and each Eligible Employee in the belief that such
ownership will increase his or her interest in the success of Bay.

2. Definitions

2.1 Account shall mean the separate bookkeeping account which shall be
established and maintained by the Plan Administrator for each Participant for
each Purchase Period to record the contributions made on his or her behalf to
purchase Stock under the Plan.

2.2 Bay shall mean Bay Apartment Communities, Inc., a corporation
incorporated under the laws of the State of Maryland, and any successor to Bay.

2.3 Beneficiary shall mean the person designated as such in accordance
with Section 9.

2.4 Board shall mean the Board of Directors of Bay.

2.5 Closing Price (a) for the first day of any Purchase Period shall
mean the closing price for a share of Stock as reported for such day on the New
York Stock Exchange or, if no such closing price is so reported for such day,
the first closing price which is so reported after such day or, if no such
closing price is so reported during the two week period which begins on the
first day of such Purchase Period, the fair market value of a share of Stock as
determined as of the first day of such Purchase Period by the Committee and (b)
for the last day of a Purchase Period shall mean the closing price for a share
of Stock as reported for such day on the New York Stock Exchange or, if no such
closing price is so reported for such day, the last such closing price which is
so reported before such day or, if no such closing price is so reported during
the two week period which ends on the last day of such Purchase Period the fair
market value of a share of Stock as determined as of the last day of such
Purchase Period by the Committee.

2.6 Committee shall mean the Compensation Committee of the Board.

2.7 Election Form shall mean the form which an Eligible Director or
Eligible Employee shall be required to properly complete in writing and timely
file in order to make any of the elections available to an Eligible Director or
Eligible Employee under this Plan.

2.8 Election Period shall mean a period which (a) shall come before a
related Purchase Period and (b) shall continue for two calendar months (or such
other period as may be set by the Committee).

2.9 Eligible Director shall mean a person (other than an officer or
employee of Bay or a Participating Employer) who has been a member of the Board
for at least one full calendar month.

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2.10 Eligible Employee shall mean each officer or employee of a
Participating Employer

(a) who is shown on the payroll records of a Participating
Employer as a full-time employee and has completed at least one full calendar
month of employment with a Participating Employer; or

(b) who has performed one "year of service," defined as any
twelve-month period beginning on such employee's first day of employment or on
any anniversary thereof in which he or she is credited with at least 1,000 hours
of service.

2.11 Participant shall mean (a) for each Purchase Period an Eligible
Director or Eligible Employee who has elected to purchase Stock in accordance
with Section 5 in such Purchase Period and (b) for any period any person for
whom Stock is held pending delivery under Section 8.

2.12 Participating Employer shall mean Bay Apartment Communities, Inc.
and any organization owned in whole or in part, directly or indirectly, by Bay
Apartment Communities, Inc., which is designated as such by the Committee.

2.13 Plan shall mean the Bay Apartment Communities, Inc. - 1996 Non-
Qualified Employee Stock Purchase Plan as effective as of October 29, 1996 and
as thereafter amended from time to time.

2.14 Plan Administrator shall mean Bay or Bay's delegate.

2.15 Purchase Period shall mean a period of six months beginning each
January 1 and July 1 or such other period set by the Committee before the
beginning of the related Election Period which shall begin on a date which
follows the end of such Election Period and which shall run for no more than one
year.

2.16 Purchase Price for each Purchase Period shall mean a price which
is equal to the lesser of 85% of the Closing Price for a share of Stock on the
first day of such period or 85% of the Closing Price on the last day of such
period.

2.17 Stock shall mean the $.01 par value common stock of Bay.

3. Stock Issuable.

The maximum number of shares of Stock reserved and available for
purchase under the Plan shall be 1,000,000 shares. The shares available for
purchase under the Plan may be authorized but unissued shares of Stock,
shares held in the treasury of Bay, or from any other proper source. In the
event of a stock dividend, stock split or similar capitalization affecting the
Stock, the Committee shall make appropriate adjustments in the number of shares
of Stock available for issuance under the Plan and the Purchase Price.

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4. Administration

Except for the exercise of those powers expressly granted to the
Committee to determine the Closing Price and who is a Participating Employer and
to set the Election Period and the Purchase Period, the Plan Administrator shall
be responsible for the administration of this Plan and shall have the power in
connection with such administration to interpret the Plan and to take such other
action in connection with such administration as the Plan Administrator deems
necessary or equitable under the circumstances. The Plan Administrator also
shall have the power to delegate the duty to perform such administrative
functions as the Plan Administrator deems appropriate under the circumstances.
Any person to whom the duty to perform an administrative function is delegated
shall act on behalf of and shall be responsible to the Plan Administrator for
such function. Any action or inaction by or on behalf of the Plan Administrator
under this Plan shall be final and binding on each Eligible Director, each
Eligible Employee, each Participant and on each other person who makes a claim
under this Plan based on the rights, if any, of any such Eligible Director,
Eligible Employee or Participant under this Plan.

5. Participation

Each person who is an Eligible Director or an Eligible Employee on the
last day of an Election Period shall be a Participant in this Plan for the
related Purchase Period if he or she properly completes and files an Election
Form with the Plan Administrator on or before such date to elect to participate
in this Plan. An Election Form may require an Eligible Employee to provide such
information and to agree to take such action (in addition to the action required
under Section 6) as the Plan Administrator deems necessary or appropriate in
light of the purpose of this Plan or for the orderly administration of this
Plan.

6. Contributions

(a) Initial Contributions. Each Participant's Election Form
under Section 5 shall specify the contributions which he or she proposes to make
for the related Purchase Period by means of payroll deduction and shall indicate
whether he or she proposes to make cash contributions. Contributions by means of
payroll deduction shall be expressed as a specific dollar amount or a percentage
of the Participant's compensation that his or her Participating Employer is
authorized to deduct from his or her compensation each pay day during the
Purchase Period, provided

(1) the minimum payroll deduction for a Participant for
each pay period for purchases under this Plan shall be $10.00, and

(2) the maximum payroll contribution and cash contribution
which a Participant can make for purchases under this Plan for any calendar year
shall be $100,000.


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Any contributions which a Participant elects to make in cash may be
made at any time during a Purchase Period, up through the last day of the
Purchase Period.

(b) Changes in Contributions and Withdrawals. A Participant
shall have the right to amend his or her Election Form after the end of an
Election Period to change or to stop his or her payroll contributions, and such
election shall be effective as soon as practicable after the Plan Administrator
actually receives such amended Election Form. A Participant also shall have the
right at any time on or before the last day of a Purchase Period to withdraw
(without interest) all or any part of the contributions credited to his or her
Account for such Purchase Period by delivering an amended Election Form to the
Plan Administrator on or before the last day of such Purchase Period. A
withdrawal shall be deducted from the Participant's Account as of the date the
Plan Administrator receives such amended Election Form, and the actual
withdrawal shall be effected by the Plan Administrator as soon as practicable
after such date.

(c) Section 401(k) Hardship Withdrawals. If an Eligible
Employee makes a hardship withdrawal from an employee benefit plan maintained by
Bay or any Participating Employer and the Plan Administrator determines that
such withdrawal requires a suspension of contributions under this Plan in order
for such other plan to continue to satisfy the requirements of Section 401(k) of
the Internal Revenue Code of 1986, as amended, the Plan Administrator shall have
the right unilaterally to suspend such contributions.

(d) Account Credits, General Assets and Taxes. All payroll
deductions made for a Participant shall be credited to his or her Account as of
the pay day on which the deduction is made. All contributions made by a
Participant under this Plan, whether in cash or through payroll deductions,
shall be held by Bay or by such Participant's Participating Employer, as agent
for Bay. All such contributions shall be held as part of the general assets of
Bay and shall not be held in trust or otherwise segregated from Bay's general
assets. No interest shall be paid or accrued on any such contributions. Each
Participant's right to the contributions credited to his or her Account shall be
that of a general and unsecured creditor of Bay. Each Participating Employer
shall have the right to make such provisions as it deems necessary or
appropriate to satisfy any tax laws with respect to purchases of Stock made
under this Plan. If a Participant elects to withdraw all of his or her Account
under Section 6(b), his or her status as a Participant shall terminate as of the
date the Plan Administrator receives such election.

(e) Automatic Refunds. The balance credited to the Account of
an Eligible Director automatically shall be refunded in full (without interest)
if his or her status as a member of the Board terminates for any reason
whatsoever during a Purchase Period, and the balance credited to the Account of
an Eligible Employee automatically shall be refunded in full (without interest)
if his or her status as an employee of a Participating Employer terminates for
any reason whatsoever during a Purchase Period. Such refunds shall be made as
soon as practicable after the Plan Administrator has actual notice of any such
termination. A person's


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status as a Participant under this Plan shall terminate at the same time as his
or her status as an Eligible Director or Eligible Employee terminates.

7. Purchase of Stock

If a Participant is an Eligible Director or an Eligible Employee
through the end of a Purchase Period, the balance which remains credited to his
or her Account at the end of such Purchase Period automatically shall be applied
in full to purchase Stock at the Purchase Price for such Stock for such Purchase
Period. Such Stock shall be purchased on behalf of the Participant by operation
of this Plan in whole shares and in any fraction of a whole share (computed to
the number of decimal places set by the Plan Administrator) which can be
purchased with the remaining balance credited to the Participant's Account.

8. Delivery

Unless otherwise requested by the Participant, shares of Stock
purchased under the Plan will be held in the name of Bay's transfer agent or its
nominees. The number of shares credited to a Participant's account under the
Plan will be shown on his or her statement of accounts. Upon the written request
of a Participant, a stock certificate representing any shares of Stock purchased
under this Plan shall be delivered to a Participant registered in his or her
name or, if the Participant so elects on such Election Form and if permissible
under applicable law, in the names of the Participant and one such other person
as may be designated by the Participant, as joint tenants with rights of
survivorship. However, (a) no stock certificate representing a fractional share
of Stock shall be delivered to a Participant or to a Participant and any other
person, (b) cash which the Plan Administrator deems representative of the value
of a Participant's fractional share shall be distributed (when a Participant
requests a distribution of all of the shares of Stock held for such Participant)
in lieu of such fractional share and (c) the Plan Administrator shall have the
right to charge a Participant for registering Stock in the name of a Participant
and any other person. No Participant (or any person who makes a claim for, on
behalf of or in place of a Participant) shall have any interest in any shares of
Stock under this Plan until the certificate for such shares of Stock has been
delivered to such person or such shares have been credited to a brokerage
account maintained for the benefit of such person.

9. Designation of Beneficiary

A Participant may designate on his or her Election Form a Beneficiary
(a) who shall receive the balance credited to his or her Account if the
Participant dies before the end of a Purchase Period and (b) who shall receive
the Stock, if any, purchased for the Participant under this Plan if the
Participant dies after the end of a Purchase Period but before either the
certificate representing such shares of Stock has been delivered to the
Participant or before such Stock has been credited to a brokerage account
maintained for the Participant. Such designation may be revised in writing at
any time by the Participant by filing an amended Election Form, and his or her
revised designation shall be effective at such time as the Plan


A-5
Administrator receives such amended Election Form. If a deceased Participant
fails to designate a Beneficiary or, if no person so designated survives a
Participant, or if after checking his or her last known mailing address, the
whereabouts of the person so designated are unknown, then the Participant's
estate shall be treated as his or her designated Beneficiary under this Section
9.

10. Transferability

Neither the balance credited to a Participant's Account nor any rights
to receive shares of Stock under this Plan may be assigned, encumbered,
alienated, transferred, pledged or otherwise disposed of in any way by a
Participant during his or her lifetime or by his or her designated Beneficiary
or by any other person during his or her lifetime, and any attempt to do so
shall be without effect.

11. Amendment or Termination

This Plan may be amended by the Board from time to time to the extent
that the Board deems necessary or appropriate, and any such amendment shall be
subject to the approval of Bay's shareholders to the extent such approval is
required under the laws of the State of Maryland; provided, however, no
amendment shall be retroactive unless the Board in its discretion determines
that such amendment is in the best interest of Bay or such amendment is required
by applicable law to be retroactive. The Board also may terminate this Plan and
any Purchase Period at any time (together with any related contribution
elections) or may terminate any Purchase Period (together with any related
contribution elections) at any time, provided, however, no such termination
shall be retroactive unless the Board determines that applicable law requires a
retroactive termination of this Plan.

12. Notices

All Election Forms and other communications from a Participant to the
Plan Administrator under, or in connection with, this Plan shall be deemed to
have been filed with the Plan Administrator when actually received in the form
specified by the Plan Administrator at the location, or by the person,
designated by the Plan Administrator for the receipt of any such Election Form
and communications.

13. Employment

The right to elect to participate in this Plan shall not constitute an
offer of employment or membership on the Board, and no election to participate
in this Plan shall constitute an employment agreement for an Eligible Employee
or an agreement with respect to Board membership for an Eligible Director. Any
such right or election shall have no bearing whatsoever on the employment
relationship between an Eligible Employee and any other person or on an Eligible
Director's status as a member of the Board. Finally, no Eligible Director or
Eligible Employee shall be induced to participate in this Plan, or shall
participate

A-6
in this Plan, with the expectation that such participation will lead to
employment or continued employment, and no Eligible Director shall be induced to
participate in this Plan, or shall participate in this Plan, with the
expectation that such participation will lead to continued membership on the
Board.

14. Employment Transfers

No Eligible Employee's employment shall be treated as terminated under
this Plan as a result of a transfer between, or among, Participating Employers.

15. Headings, References and Construction

The headings to sections in this Plan have been included for
convenience of reference only. Except as otherwise expressly indicated, all
references to sections (Section) made herein shall be to sections (Section) of
this Plan. This Plan shall be interpreted and construed in accordance with the
laws of the State of Maryland.

BAY APARTMENT COMMUNITIES, INC.


/s/ Gilbert M. Meyer
By:_____________________________________

President
Title:__________________________________


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