Form: 8-A12B

Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)

June 18, 1997

8-A12B: Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)

Published on June 18, 1997


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934


BAY APARTMENT COMMUNITIES, INC.
-------------------------------
(Exact name of registrant as specified in its charter)


Maryland 77-0404318
-------- ----------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)

4340 Stevens Creek Boulevard, Suite 275
San Jose, California 95129
- ---------------------------------------- --------
(Address of principal executive offices) (Zip Code)


If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box.[ ]


Securities to be registered pursuant to Section 12(b) of the Act:

Title of Class Name of Each Exchange on
to be so Registered which Class is to be Registered
------------------- -------------------------------

8.50% Series C Cumulative Redeemable New York Stock Exchange
Preferred Stock, par value $.01 per share Pacific Exchange


Securities to be registered pursuant to Section 12(g) of the Act:

Not Applicable
-----------------------------
(title of class)






INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------

A description of the 8.50% Series C Cumulative Redeemable Preferred Stock,
par value $.01 per share ("Series C Preferred Stock"), of Bay Apartment
Communities, Inc. (the "Company") shall be contained in a subsequently filed
Rule 424(b)(5) Prospectus Supplement, which supplements the Prospectus
contained in the Company's Registration Statement on Form S-3, as amended
(File No. 333-15875), which became effective on March 13, 1997. Such
Prospectus Supplement shall be deemed to be incorporated herein by reference
for all purposes.


Item 2. Exhibits
--------

The securities described herein are to be registered on the New York Stock
Exchange and the Pacific Exchange, on which other securities of the Company are
registered. Accordingly, the following exhibits, required to be filed herewith
in accordance with Part I to the Instructions as to Exhibits to Form 8-A, have
been duly filed with the New York Stock Exchange and the Pacific Exchange:

(1) Form of Articles Supplementary of the Company relating to the
Series C Cumulative Redeemable Preferred Stock of the Company.

(2) Articles of Incorporation of the Company. (Incorporated by
reference to Exhibit 3(i) to Form 8-B of the Company dated June
8, 1995.)

(3) Articles Supplementary of the Company relating to the Series A
Preferred Stock of the Company. (Incorporated by reference to
Exhibit 3(i).1 to Form 8-K of the Company dated September 25,
1995.)

(4) Articles Supplementary of the Company relating the Series B
Preferred Stock of the Company. (Incorporated by reference to
Exhibit 3(i).1 to Form 8-K of the Company dated May 6, 1996.)

(5) By-laws of Company. (Incorporated by reference to Exhibit 3(ii)
to Form 8-B of the Company dated June 8, 1995.)




SIGNATURE
---------


Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Company has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.

Bay Apartment Communities, Inc.



By: /s/ Gilbert M. Meyer
------------------------------
Gilbert M. Meyer
Chairman of the Board and President

June 18, 1997