8-K/A: Current report filing

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): APRIL 18, 1997



BAY APARTMENT COMMUNITIES, INC.
(Exact name of Registrant as specified in charter)



MARYLAND 1-12672 77-0404318
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)


4340 STEVENS CREEK BOULEVARD, SUITE 275, SAN JOSE, CA 95129
(Address of principal executive offices) (Zip Code)

(408) 983-1500
(Registrant's telephone number, including area code)


ITEM 5. OTHER EVENTS.

PROPERTY ACQUISITIONS.

On April 21, 1997, Bay Apartment Communities, Inc. (the "Company") filed a
Current Report on Form 8-K, dated April 18, 1997 (the "Initial Form 8-K"), as
amended by a Current Report on Form 8-K/A, dated April 18, 1997, in which the
Company disclosed its acquisition of the following six properties (consisting of
four apartment home communities and two land sites): Rancho Penasquitos Racquet
Club Apartments (now called SummerWalk), The Village Apartments, Banbury Cross
Apartments, Cardiff Gardens and The Alameda Land Sites. The communities
described below were described in the Initial Form 8-K as "Proposed
Acquisitions" and were subsequently acquired for an aggregate purchase price of
approximately $31.3 million. Substantially all of the purchase price for
these communities was funded by drawing on the Company's $200 million unsecured
line of credit from Union Bank of Switzerland and other banks. Neither
the Company, any subsidiary of the Company nor any director or officer of the
Company was affiliated with or had a material relationship with the seller of
either community listed below.

Villa Serena. On April 25, 1997, the Company purchased a 301 apartment
home community located in Rancho Santa Margarita, California from Tijeras
Partnership for approximately $17.7 million. The Company intends to repair
the community's roofs, stucco exterior and decks. In addition, the Company
plans to install new refrigerators, washers and dryers in all of the
community's apartment homes and upgrade the leasing office, fitness center and
landscaping.

Genesee Gardens. On May 16, 1997, the Company purchased a 200 apartment
home community located in San Diego, California from Real Estate Exchange, Inc.
The purchase price for this community was approximately $13.6 million. The
Company's repositioning program at this community will include substantial
exterior and interior reconstruction, including the construction of new
exterior decks and patios, the replacement or repair of stucco, wood facia, site
concrete and attic vents, as well as significant kitchen, bathroom, laundry and
garage renovations and improvements. The Company also intends to build a fitness
center, renovate the leasing facility, add a gating system and substantially
upgrade the landscaping.

This Current Report on Form 8-K/A contains the financial statements
required under Rule 3-14 of Regulation S-X of the Securities and Exchange
Commission relating to Genesee Gardens, which were not contained in the
Initial Form 8-K.






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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(b) Financial Statements under Rule 3-14 of Regulation S-X for Genesee
Gardens Apartments

(c) Exhibits

23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.

BAY APARTMENT COMMUNITIES, INC.



Dated: June 16, 1997 By: /s/ Gilbert M. Meyer
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Gilbert M. Meyer
Chairman of the Board and President



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REPORT OF INDEPENDENT ACCOUNTANTS


Board of Directors
Bay Apartment Communities, Inc.:

We have audited the accompanying Historical Summary of Revenues and Direct
Operating Expenses (the Historical Summary) of Genesee Gardens Apartments,
San Diego, California (the Property) for the year ended December 31, 1996. The
Historical Summary is the responsibility of the Property's owner. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining on a test basis, evidence supporting the amounts and
disclosures in the Historical Summary. An audit also includes assessing the
basis of accounting used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with rules and regulations of the Securities and Exchange Commission, as
described in Note A, and is not intended to be a complete presentation of the
Property's revenues and expenses and may not be comparable to results from
proposed future operations of the Property.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and direct operating expenses, described in Note
A, of Genesee Gardens Apartments, San Diego, California, for the year ended
December 31, 1996, in conformity with generally accepted accounting principles.




/s/ Coopers & Lybrand L.L.P.


San Francisco, California
March 18, 1997





F-1


GENESEE GARDENS APARTMENTS

HISTORICAL SUMMARY OF REVENUES AND
DIRECT OPERATING EXPENSES
for the year ended December 31, 1996

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