CONSENT OF GOODWIN PROCTER & HOAR LLP
Published on December 11, 1997
EXHIBIT 23.2
Consent of Goodwin, Procter & Hoar LLP
We hereby consent to being named as counsel to Bay Apartment Communities,
Inc. in its Registration Statement on Form S-3 (File No. 333-41511) and to the
references therein to our firm under the caption "Legal Matters."
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
Boston, Massachusetts
December 10, 1997