Form: 4

Statement of changes in beneficial ownership of securities

May 23, 2003

POA DOCUMENT

Published on May 23, 2003

LIMITED POWER OF ATTORNEY FOR
AVALONBAY COMMUNITIES, INC.
SECTION 16(A)
FILINGS


Know all by these presents, that the undersigned hereby
constitutes and appoints each of Thomas J. Sargeant, Joanne M. Lockridge,
and Edward M. Schulman, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1) Execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer, director and/or stockholder of
AvalonBay Communities, Inc. (the "Company"), Forms 3, 4, and 5 and
amendments thereto in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

(2) Do and perform any
and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4, or 5 or amendment
thereto and timely file such form with the United States Securities and
Exchange Commission (the "SEC") and any stock exchange or similar
authority; and

(3) Take any other action of any type whatsoever which,
in the opinion of such attorney-in-fact, may be necessary or desirable in
connection with the foregoing authority, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve.


The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transaction in
securities of the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact. This Power of
Attorney may be filed with the SEC as a confirming statement of the
authority granted herein.

IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of this 20th day of May,
2003.






/s/ Amy P. Williams


_________________________________
Amy P. Williams