EXHIBIT 99.2

EXHIBIT 99.2


FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF
BAY PACIFIC NORTHWEST, L.P.


This First Amendment to Agreement of Limited Partnership of Bay Pacific
Northwest, L.P. dated as of June 16, 1998 is entered into by Avalon Bay
Communities, Inc., a Maryland corporation (f/k/a Bay Apartment Communities,
Inc.) (the "General Partner") and the persons whose names are set forth on
Exhibit A attached hereto (collectively, the "New Limited Partners").

WHEREAS, the General Partner and certain other partners entered into
the Agreement of Limited Partnership of Bay Pacific Northwest, L.P., dated as of
September 12, 1997 (the "Partnership Agreement"); and

WHEREAS, the General Partner entered into a certain Agreement to
Acquire Limited Partnership Interests and to Contribute (the "Bear Creek
Agreement") among General Partner, Avondale Bear Creek Limited Partnership
("Contributor), and TCR #528 Bear Creek, Ltd. ("TCR"), dated as of September 23,
1997, pursuant to which the Partnership was to acquire certain real property
located in King County, Washington, more particularly described in the Bear
Creek Agreement, and in consideration for the contribution of the Property
certain holders and indirect holders in the Contributor and TCR are to receive
limited partnership interests in the Partnership, all as more particularly
described in the Bear Creek Agreement; and

WHEREAS, concurrent with the execution of this Amendment, the
Contributor is contributing the Property to the Partnership and, accordingly,
the New Limited Partners are to be admitted as limited partners in the
Partnership as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and in reliance on all
representations, warranties and covenants made by each of the parties hereto,
the General Partner and the New Limited Partners hereby agree to amend the
Partnership Agreement as follows:

1. As of the date of this Amendment, the New Limited Partners are
hereby admitted as Limited Partners of the Partnership pursuant to the provision
of Section 4.1 of the Partnership Agreement, and agree to be bound on the terms
and conditions thereof.

2. Exhibit A to the Partnership Agreement is hereby amended and
restated as set forth on Exhibit A to this Amendment.

3. As amended by this Amendment, the Partnership Agreement is hereby
ratified and confirmed and shall continue in full force and effect.





4. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and the Initial Limited Partners and their heirs, executors,
administrators, successors, legal representatives and permitted assigns.

5. This Amendment may be executed in counterparts, all of which
together shall constitute one agreement binding on all of the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart. Each party shall become bound by this Amendment immediately
upon affixing its signature hereto.

6. This Amendment shall be construed and enforced in accordance with
and governed by the laws of the State of Delaware without regard to the
principles of conflict of law.

7. If any provision of this Amendment is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

8. This Amendment contains the entire understanding and agreement among
the Partners with respect to the subject matter hereof and supersedes any other
prior written or oral understandings or agreements among them with respect
thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of
Limited Partnership as of the date first written above.

GENERAL PARTNER:

AVALON BAY COMMUNITIES, INC.,
a Maryland corporation


By: /s/ Thomas J. Sargeant
------------------------
Thomas J. Sargeant,
Senior Vice President
and Chief Financial Officer



2


SIGNATURE PAGE TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
BAY PACIFIC NORTHWEST, L.P.



/s/ J. Ronald Terwilliger
-------------------------
J. Ronald Terwilliger



3



SIGNATURE PAGE TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
BAY PACIFIC NORTHWEST, L.P.


CFP RESIDENTIAL, L.P.

By: Crow Family, Inc.,
its General Partner



/s/ Sarah Puckett
-----------------
Sarah Puckett
Vice President


4





SIGNATURE PAGE TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
BAY PACIFIC NORTHWEST, L.P.



/s/ Clyde P. Holland, Jr.
--------------------------
Clyde P. Holland, Jr.


5



SIGNATURE PAGE TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
BAY PACIFIC NORTHWEST, L.P.




/s/ Randy J. Pace
-----------------
Randy J. Pace



6



SIGNATURE PAGE TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
BAY PACIFIC NORTHWEST, L.P.




/s/ Kevin E. Andrade
----------------
Kevin E. Andrade


7




SIGNATURE PAGE TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
BAY PACIFIC NORTHWEST, L.P.




/s/ Clifford A. Breining
------------------------
Clifford A. Breining


8


EXHIBIT A