SUPPLEMENTARY ARTICLES

Exhibit 1

BAY APARTMENT COMMUNITIES, INC.

ARTICLES SUPPLEMENTARY

ESTABLISHING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK


Bay Apartment Communities, Inc., a Maryland corporation (the
"Corporation"), having its principal office in San Jose, California, hereby
certifies to the State Department of Assessments and Taxation of the State of
Maryland that:

FIRST: Pursuant to the authority expressly vested in the Board of Directors of
the Corporation by Article VII of its Articles of Incorporation, as heretofore
amended (which, as hereafter restated or amended from time to time, are together
with these Articles Supplementary herein called the "Charter"), the Board of
Directors has, by resolution, duly divided and classified 3,450,000 shares of
the Preferred Stock of the Corporation into a series designated 8.00% Series D
Cumulative Redeemable Preferred Stock and has provided for the issuance of such
series.

SECOND: Subject in all cases to the provisions of the Charter of the
Corporation, including without limitation, Articles VIII and X with respect to
limitations on the transfer and ownership of Stock, the following is a
description of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of the 8.00% Series D Cumulative Redeemable Preferred
Stock of the Corporation:

(1) Designation and Number. A series of Preferred Stock, designated the "8.00%
Series D Cumulative Redeemable Preferred Stock" (the "Series D Preferred
Stock"), is hereby established. The number of shares of the Series D Preferred
Stock hereby authorized shall be 3,450,000.

(2) Rank. The Series D Preferred Stock shall, with respect to dividend rights
and rights upon liquidation, dissolution or winding up of the Corporation, rank
(a) senior to the Series A Preferred Stock, the Series B Preferred Stock, and
all classes or series of Common Stock of the Corporation, and to all equity
securities issued by the Corporation ranking junior to such Series D Preferred
Stock; (b) on a parity with the Series C Preferred Stock and all other equity
securities issued by the Corporation the terms of which specifically provide
that such equity securities rank on a parity with the Series D Preferred Stock;
and (c) junior to all equity securities issued by the Corporation the terms of
which specifically provide that such equity securities rank senior to the Series
D Preferred Stock. The term "equity securities" shall not include convertible
debt securities.
(3) Dividends.

(a) Holders of the then outstanding shares of Series D Preferred Stock
shall be entitled to receive, when and as declared by the Board of Directors,
out of funds legally available for the payment of dividends, cumulative
preferential cash dividends at the rate of 8.00% of the $25.00 liquidation
preference per annum (equivalent to a fixed annual amount of $2.00 per share).
Such dividends shall be cumulative from the first date on which any Series D
Preferred Stock is issued and shall be payable quarterly in arrears on or before
March 15, June 15, September 15 and December 15 of each year or, if not a
business day, the next succeeding business day (each, a "Dividend Payment
Date"). The first dividend, which will be paid on March 15, 1998, will be for
less than a full quarter. Such dividend and any dividend payable on the Series D
Preferred Stock for any partial dividend period will be computed on the basis of
a 360-day year consisting of twelve 30-day months. Dividends will be payable to
holders of record as they appear in the stock records of the Corporation at the
close of business on the applicable record date, which shall be the first day of
the calendar month in which the applicable Dividend Payment Date falls or on
such other date designated by the Board of Directors of the Corporation as the
record date for the payment of dividends on the Series D Preferred Stock that is
not more than 30 nor less than 10 days prior to such Dividend Payment Date
(each, a "Dividend Record Date").

(b) No dividends on shares of Series D Preferred Stock shall be
declared by the Board of Directors of the Corporation or paid or set apart for
payment by the Corporation at such time as the terms and provisions of any
agreement of the Corporation, including any agreement relating to its
indebtedness, prohibits such declaration, payment or setting apart for payment
or provides that such declaration, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or if such declaration or
payment shall be restricted or prohibited by law.

(c) Notwithstanding the foregoing, dividends on the Series D Preferred
Stock shall accrue whether or not the terms and provisions set forth in Section
3(b) hereof at any time prohibit the current payment of dividends, whether or
not the Corporation has earnings, whether or not there are funds legally
available for the payment of such dividends and whether or not such dividends
are declared. Accrued but unpaid dividends on the Series D Preferred Stock will
accumulate as of the Dividend Payment Date on which they first become payable.

(d) Except as provided in Section 3(e) below, no dividends will be
declared or paid or set apart for payment on any capital stock of the
Corporation or any other series of Preferred Stock ranking, as to dividends, on
a parity with or junior to the Series D Preferred Stock (other than a dividend
in shares of the Corporation's Common Stock or in any other class of capital
stock ranking junior to the Series D Preferred Stock as to dividends and upon
liquidation) for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for such payment on the Series D Preferred Stock
for all past dividend periods and the then current dividend period.
(e) When dividends are not paid in full (and a sum sufficient for such
full payment is not so set apart) upon the Series D Preferred Stock and the
shares of any other series of Preferred Stock ranking on a parity as to
dividends with the Series D Preferred Stock, all dividends declared upon the
Series D Preferred Stock and any other series of Preferred Stock ranking on a
parity as to dividends with the Series D Preferred Stock shall be declared pro
rata so that the amount of dividends declared per share of Series D Preferred
Stock and such other series of Preferred Stock shall in all cases bear to each
other the same ratio that accrued dividends per share on the Series D Preferred
Stock and such other series of Preferred Stock (which shall not include any
accrual in respect of unpaid dividends for prior dividend periods if such
Preferred Stock does not have a cumulative dividend) bear to each other. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on Series D Preferred Stock which may be in
arrears.

(f) Except as provided in the immediately preceding paragraph, unless
full cumulative dividends on the Series D Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than in shares of Common Stock
or other shares of capital stock ranking junior to the Series D Preferred Stock
as to dividends and upon liquidation) shall be declared or paid or set aside for
payment, nor shall any other distribution be declared or made, upon the Common
Stock or any other capital stock of the Corporation ranking junior to or on a
parity with the Series D Preferred Stock as to dividends or upon liquidation,
nor shall any shares of Common Stock, or any other shares of capital stock of
the Corporation ranking junior to or on a parity with the Series D Preferred
Stock as to dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any monies be paid to or made available for a
sinking fund for the redemption of any such shares) by the Corporation (except
by conversion into or exchange for other capital stock of the Corporation
ranking junior to the Series D Preferred Stock as to dividends and upon
liquidation).

(g) Any dividend payment made on shares of the Series D Preferred Stock
shall first be credited against the earliest accrued but unpaid dividend due
with respect to such shares which remains payable. Holders of the Series D
Preferred Stock shall not be entitled to any dividend, whether payable in cash,
property or stock in excess of full cumulative dividends on the Series D
Preferred Stock as described above.


(4) Liquidation Preference.

(a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, the holders of shares of Series D
Preferred Stock then outstanding are entitled to be paid out of the assets of
the Corporation legally available for distribution to its stockholders a
liquidation preference of $25.00 per share, plus an amount equal to any accrued
and unpaid dividends to the date of payment, before any distribution of assets
is made to holders of Common Stock or any other class or series of capital stock
of the Corporation that ranks junior to the Series D Preferred Stock as to
liquidation rights.
(b) In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Corporation
are insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Series D Preferred Stock and the corresponding amounts
payable on all shares of other classes or series of capital stock of the
Corporation ranking on a parity with the Series D Preferred Stock in the
distribution of assets, then the holders of the Series D Preferred Stock and all
other such classes or series of capital stock shall share ratably in any such
distribution of assets in proportion to the full liquidating distributions to
which they would otherwise be respectively entitled.

(c) After payment of the full amount of the liquidating distributions
to which they are entitled, the holders of Series D Preferred Stock will have no
right or claim to any of the remaining assets of the Corporation.

(d) Written notice of any such liquidation, dissolution or winding up
of the Corporation, stating the payment date or dates when, and the place or
places where, the amounts distributable in such circumstances shall be payable,
shall be given by first class mail, postage pre-paid, not less than 30 nor more
than 60 days prior to the payment date stated therein, to each record holder of
the Series D Preferred Stock at the respective addresses of such holders as the
same shall appear on the stock transfer records of the Corporation.

(e) The consolidation or merger of the Corporation with or into any
other corporation, trust or entity or of any other corporation with or into the
Corporation, or the sale, lease or conveyance of all or substantially all of the
property or business of the Corporation, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Corporation.

(5) Redemption.

(a) Right of Optional Redemption. The Series D Preferred Stock is not
redeemable prior to December 15, 2002. However, in order to ensure that the
Corporation remains a qualified real estate investment trust ("REIT") for
federal income tax purposes, the Series D Preferred Stock will be subject to the
provisions of Article X of the Charter to the same extent as the Common Stock
and all references in Article X to "Common Stock" shall also be deemed to
include a reference to Series D Preferred Stock. Pursuant to Article X, Series D
Preferred Stock owned by a stockholder in excess of the Ownership Limit (as
defined in the Charter) will automatically be exchanged for shares of Excess
Common Stock, and the Corporation will have the right to purchase such Excess
Common Stock from the holder. On and after December 15, 2002, the Corporation,
at its option and upon not less than 30 nor more than 60 days' written notice,
may redeem shares of the Series D Preferred Stock, in whole or in part, at any
time or from time to time, for cash at a redemption price of $25.00 per share,
plus all accrued and unpaid dividends thereon to the date fixed for redemption
(except as provided in Section 5(c) below), without interest. If less than all
of the outstanding Series D Preferred Stock is to be redeemed, the Series D
Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be
practicable without creating fractional shares) or by any other equitable method
determined by the Corporation.
(b) Limitations on Redemption.

(i) The redemption price of the Series D Preferred Stock
(other than the portion thereof consisting of accrued and unpaid dividends) is
payable solely out of the sale proceeds of other capital stock of the
Corporation, which may include other series of Preferred Stock, and from no
other source. For purposes of the preceding sentence, "capital stock" means any
equity securities (including Common Stock and Preferred Stock), shares,
interest, participation or other ownership interests (however designated) and
any rights (other than debt securities convertible into or exchangeable for
equity securities) or options to purchase any of the foregoing.

(ii) Unless full cumulative dividends on all shares of Series
D Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all past dividend periods and the then current dividend period, no shares of
Series D Preferred Stock shall be redeemed unless all outstanding shares of
Series D Preferred Stock are simultaneously redeemed, and the Corporation shall
not purchase or otherwise acquire directly or indirectly any shares of Series D
Preferred Stock, (except by exchange for capital stock of the Corporation
ranking junior to the Series D Preferred Stock as to dividends and upon
liquidation); provided, however, that the foregoing shall not prevent the
purchase by the Corporation of shares of Excess Common Stock in order to ensure
that the Corporation remains qualified as a REIT for federal income tax purposes
or the purchase or acquisition of shares of Series D Preferred Stock pursuant to
a purchase or exchange offer made on the same terms to holders of all
outstanding shares of Series D Preferred Stock.

(c) Immediately prior to any redemption of Series D Preferred Stock,
the Corporation shall pay, in cash, any accumulated and unpaid dividends through
the redemption date, unless a redemption date falls after a Dividend Record Date
and prior to the corresponding Dividend Payment Date, in which case each holder
of Series D Preferred Stock at the close of business on such Dividend Record
Date shall be entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the redemption of such
shares before such Dividend Payment Date. Except as provided above, the
Corporation will make no payment or allowance for unpaid dividends, whether or
not in arrears, on Series D Preferred Stock which is redeemed.

(d) Procedures for Redemption.

(i) Notice of redemption will be (A) given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date, and (B) mailed by the Corporation,
postage prepaid, not less than 30 nor more than 60 days prior to the redemption
date, addressed to the respective holders of record of the Series D Preferred
Stock to be redeemed at their respective addresses as they appear on the stock
transfer records of the Corporation. No failure to give such notice or any
defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series D Preferred Stock except
as to the holder to whom notice was defective or not given.
(ii) In addition to any information required by law or by the
applicable rules of any exchange upon which Series D Preferred Stock may be
listed or admitted to trading, such notice shall state: (A) the redemption date;
(B) the redemption price; (C) the number of shares of Series D Preferred Stock
to be redeemed; (D) the place or places where the Series D Preferred Stock is to
be surrendered for payment of the redemption price; and (E) that dividends on
the shares to be redeemed will cease to accrue on such redemption date. If less
than all of the Series D Preferred Stock held by any holder is to be redeemed,
the notice mailed to such holder shall also specify the number of shares of
Series D Preferred Stock held by such holder to be redeemed.

(iii) If notice of redemption of any shares of Series D
Preferred Stock has been given and if the funds necessary for such redemption
have been set aside by the Corporation in trust for the benefit of the holders
of any shares of Series D Preferred Stock so called for redemption, then from
and after the redemption date dividends will cease to accrue on such shares of
Series D Preferred Stock, such shares of Series D Preferred Stock shall no
longer be deemed outstanding and all rights of the holders of such shares will
terminate, except the right to receive the redemption price. Holders of Series D
Preferred Stock to be redeemed shall surrender such Series D Preferred Stock at
the place designated in such notice and, upon surrender in accordance with said
notice of the certificates for shares of Series D Preferred Stock so redeemed
(properly endorsed or assigned for transfer, if the Corporation shall so require
and the notice shall so state), such shares of Series D Preferred Stock shall be
redeemed by the Corporation at the redemption price plus any accrued and unpaid
dividends payable upon such redemption. In case less than all the shares of
Series D Preferred Stock represented by any such certificate are redeemed, a new
certificate or certificates shall be issued representing the unredeemed shares
of Series D Preferred Stock without cost to the holder thereof.

(iv) The deposit of funds with a bank or trust corporation for
the purpose of redeeming Series D Preferred Stock shall be irrevocable except
that:

(A) the Corporation shall be entitled to receive from
such bank or trust corporation the interest or other earnings, if any, earned on
any money so deposited in trust, and the holders of any shares redeemed shall
have no claim to such interest or other earnings; and

(B) any balance of monies so deposited by the
Corporation and unclaimed by the holders of the Series D Preferred Stock
entitled thereto at the expiration of two years from the applicable redemption
dates shall be repaid, together with any interest or other earnings thereon, to
the Corporation, and after any such repayment, the holders of the shares
entitled to the funds so repaid to the Corporation shall look only to the
Corporation for payment without interest or other earnings.

(e) The shares of Series D Preferred Stock are subject to the
provisions of Article X of the Charter, including, without limitation, the
provision for the redemption of Excess Common Stock. In addition to the
redemption rights set forth in Article X of the Charter, Excess Common Stock
issued upon exchange of shares of Series D Preferred Stock pursuant to
such Article may be redeemed, in whole or in part, at any time when outstanding
shares of Series D Preferred Stock are being redeemed, for cash at a redemption
price of $25.00 per share, plus all accrued and unpaid dividends on the shares
of Series D Preferred, which were exchanged for such Excess Common Stock,
through the date of such exchange, without interest. If the Corporation elects
to redeem Excess Common Stock pursuant to the redemption right set forth in the
preceding sentence, such Excess Common Stock shall be redeemed in such
proportion and in accordance with such procedures as shares of Series D
Preferred Stock are being redeemed.

(f) Any shares of Series D Preferred Stock that shall at any time have
been redeemed shall, after such redemption, have the status of authorized but
unissued Preferred Stock, without designation as to series until such shares are
thereafter designated as part of a particular series by the Board of Directors.

(6) Voting Rights.

(a) Holders of the Series D Preferred Stock will not have any voting
rights, except as set forth below or as otherwise from time to time required by
law.

(b) Whenever dividends on any shares of Series D Preferred Stock shall
be in arrears for six or more quarterly periods (a "Preferred Dividend
Default"), the holders of such shares of Series D Preferred Stock (voting
separately as a class with the holders of all other series of Preferred Stock
ranking on a parity with the Series D Preferred Stock as to dividends or upon
liquidation ("Parity Preferred") upon which like voting rights have been
conferred and are exercisable) will be entitled to vote for the election of a
total of two directors of the Corporation (the "Preferred Stock Directors") at a
special meeting called by the holders of record of at least 20% of the Series D
Preferred Stock or the holders of any other series of Parity Preferred so in
arrears (unless such request is received less than 90 days before the date fixed
for the next annual or special meeting of stockholders) or at the next annual
meeting of stockholders, and at each subsequent annual meeting until all
dividends accumulated on such shares of Series D Preferred Stock for the past
dividend periods and the dividend for the then current dividend period shall
have been fully paid or declared and a sum sufficient for the payment thereof
set aside for payment.

(c) If and when all accumulated dividends and the dividend for the then
current dividend period on the Series D Preferred Stock shall have been paid in
full or set aside for payment in full, the holders of shares of Series D
Preferred Stock shall be divested of the voting rights set forth in Section 6(b)
hereof (subject to revesting in the event of each and every Preferred Dividend
Default) and, if all accumulated dividends and the dividend for the current
dividend period have been paid in full or set aside for payment in full on all
other series of Parity Preferred upon which like voting rights have been
conferred and are exercisable, the term of office of each Preferred Stock
Director so elected shall terminate. Any Preferred Stock Director may be removed
at any time with or without cause by the vote of, and shall not be removed
otherwise than by the vote of, the holders of record of a majority of the
outstanding shares of the Series D Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting separately as a class with all other
series of Parity Preferred upon
which like voting rights have been conferred and are exercisable). So long as a
Preferred Dividend Default shall continue, any vacancy in the office of a
Preferred Stock Director may be filled by written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the
holders of record of a majority of the outstanding shares of Series D Preferred
Stock when they have the voting rights set forth in Section 6(b) (voting
separately as a class with all other series of Parity Preferred upon which like
voting rights have been conferred and are exercisable). The Preferred Stock
Directors shall each be entitled to one vote per director on any matter.

(d) So long as any shares of Series D Preferred Stock remain
outstanding, the Corporation shall not, without the affirmative vote of the
holders of at least two-thirds of the shares of the Series D Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting separately as a class), (i) authorize or create, or increase the
authorized or issued amount of, any class or series of capital stock ranking
senior to the Series D Preferred Stock with respect to payment of dividends or
the distribution of assets upon liquidation, dissolution or winding up or
reclassify any authorized capital stock of the Corporation into any such shares,
or create, authorize or issue any obligation or security convertible into or
evidencing the right to purchase any such shares or (ii) amend, alter or repeal
the provisions of the Charter, whether by merger, consolidation or otherwise, so
as to materially and adversely affect any right, preference, privilege or voting
power of the Series D Preferred Stock or the holders thereof; provided, however,
that with respect to the occurrence of any event set forth in (ii) above, so
long as the Series D Preferred Stock remains outstanding with the terms thereof
materially unchanged or, if the Corporation is not the surviving entity in such
transaction, is exchanged for a security of the surviving entity with terms that
are materially the same as the Series D Preferred Stock, the occurrence of any
such event shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers of the holders of the Series D
Preferred Stock and; provided, further, that any increase in the amount of the
authorized Preferred Stock or the creation or issuance of any other series of
Preferred Stock, or any increase in the amount of authorized shares of such
series, in each case ranking on a parity with or junior to the Series D
Preferred Stock with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up, shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
powers.

(e) The foregoing voting provisions will not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Series D Preferred Stock
shall have been redeemed or called for redemption upon proper notice and
sufficient funds shall have been deposited in trust to effect such redemption.

(7) Conversion. The Series D Preferred Stock is not convertible into or
exchangeable for any other property or securities of the Corporation, except
that the shares of Series D Preferred Stock will automatically be exchanged by
the Corporation for shares of Excess Common Stock, in accordance with Article X
of the Charter in the same manner that Common Stock is exchanged for Excess
Common Stock pursuant thereto, in order to ensure that the Company remains
qualified as a REIT for federal income tax purposes.
THIRD: These Articles Supplementary shall be effective at the time the State
Department of Assessments and Taxation of Maryland accepts these Articles
Supplementary for record.


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IN WITNESS WHEREOF, BAY APARTMENT COMMUNITIES, INC. has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on December 15, 1997.


WITNESS: BAY APARTMENT COMMUNITIES, INC.


/s/ Jeffrey B. Van Horn By: /s/ Gilbert M. Meyer
- ------------------------------ -----------------------------------
Jeffrey B. Van Horn, Secretary Gilbert M. Meyer
Chairman of the Board and President


THE UNDERSIGNED, Chairman of the Board and President of Bay Apartment
Communities, Inc. who executed on behalf of the Corporation the Articles
Supplementary of which this Certificate is made a part, hereby acknowledges in
the name and on behalf of said Corporation the foregoing Articles Supplementary
to be the corporate act of said Corporation and hereby certifies that the
matters and facts set forth herein with respect to the authorization and
approval thereof are true in all material respects under the penalties of
perjury.


/s/ Gilbert M. Meyer (SEAL)
-----------------------------------
Gilbert M. Meyer
Chairman of the Board and President