Form: 305B2

Application for designation of a new trustee under the Trust Indenture Act

January 7, 1998

CONSENT OF TRUSTEE

Published on January 7, 1998






EXHIBIT 6


CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by Bay
Apartment Communities, Inc. of its SENIOR DEBT SECURITIES, we hereby consent
that reports of examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.

STATE STREET BANK AND TRUST COMPANY


By: /s/ Robert J. Dunn
-------------------------------
NAME ROBERT J. DUNN
TITLE VICE PRESIDENT

DATED: JANUARY 6, 1998











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