424B2: Prospectus filed pursuant to Rule 424(b)(2)

Prospectus Supplement to Prospectus dated February 21, 1997




1,662,000 SHARES

BAY APARTMENT COMMUNITIES, INC.

COMMON STOCK
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This Prospectus Supplement and the attached Prospectus relate to the
offering and sale of 1,662,000 shares of the common stock, par value $.01 per
share (the "Common Stock"), of Bay Apartment Communities, Inc. (the "Company")
to two institutional investors at a purchase price of $36 1/8 per share, for an
aggregate purchase price of $60,039,750. In connection with the sale of such
shares of Common Stock, the Company has agreed to pay fees equal to 2% of the
purchase price to PaineWebber Incorporated for its services as a finder in
connection with the shares to be sold in this offering.

The Company intends to use the net cash proceeds from the sale of the
Common Stock offered hereby, which are estimated to be approximately $58.7
million, to retire indebtedness under the Company's unsecured revolving credit
facility, which matures in May 1999 and currently bears interest at a rate of
LIBOR (based on a maturity selected by the Company) plus 1.55% (presently
7.2375% per annum). Any net proceeds not used to retire such indebtedness will
be used for general corporate purposes.






The date of this Prospectus Supplement is April 21, 1997