Form: 4

Statement of changes in beneficial ownership of securities

November 14, 2003

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PRIMIS LANCE R
(Last) (First) (Middle)
C/O AVALONBAY COMMUNITIES, INC.
2900 EISENHOWER AVE., SUITE 300
(Street)
ALEXANDRIA VA 22314
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [ AVB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 11/12/2003 M 10,000 A $36.125 19,825(1) D
Common Stock, par value $.01 per share 11/12/2003 M 10,000 A $36 29,825(1) D
Common Stock, par value $.01 per share 11/12/2003 S 20,000 D $46.031 9,825(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $36.125 11/12/2003 M 10,000 06/11/1999 06/11/2008 Common Stock 10,000 (2) 41,000(3) D
Stock Options (Right to Buy) $36 11/12/2003 M 10,000 05/12/2000 05/12/2009 Common Stock 10,000 (4) 31,000(5) D
Explanation of Responses:
1. The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.
2. The options exercised were granted to the reporting person on June 11, 1998 under the Company's Stock Incentive Plan.
3. The amount of securities owned following the reported transaction includes options granted in prior periods with varying exercise prices and vesting dates. After the exercise described above, the reporting person has exercised all of the options that expire on June 11, 2008 with an exercise price of $36.125.
4. The options exercised were granted to the reporting person on May 12, 1999 under the Company's Stock Incentive Plan.
5. The amount of securities owned following the reported transaction includes options granted in prior periods with varying exercise prices and vesting dates. Following the exercise described above, the reporting person has exercised all of the options that expire on May 12, 2009 with an exercise price of $36.00.
Remarks:
By Edward M. Schulman, as attorney in fact under Power of Attorney dated January 27, 2000 11/13/2003
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.