Form: 3

Initial statement of beneficial ownership of securities

March 7, 2005

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


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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1. Name and Address of Reporting Person*
Morris James Richard

(Last) (First) (Middle)
2900 EISENHOWER AVE., SUITE 300

(Street)
ALEXANDRIA VA 22314

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2005
3. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [ AVB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share 8,950.443(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) 02/13/2002(2) 02/13/2011 Common Stock, par value $.01 per share 7,000 45.95 D
Employee Stock Options (Right to Buy) 02/13/2003(3) 02/13/2012 Common Stock, par value $.01 per share 4,880 45.79 D
Employee Stock Options (Right to Buy) 02/12/2004(4) 02/12/2013 Common Stock, par value $.01 per share 4,666 36.02 D
Employee Stock Options (Right to Buy) 02/12/2005(5) 02/12/2014 Common Stock, par value $.01 per share 9,727 50.6 D
Employee Stock Options (Right to Buy) 02/11/2006(6) 02/11/2015 Common Stock, par value $.01 per share 13,424 69.95 D
Explanation of Responses:
1. The amount of securities owned reflects direct ownership of all shares of common stock, including restricted shares.
2. The options reported were included in options granted on February 13, 2001 which became exercisable in three annual installments beginning on February 13, 2002.
3. The options reported were included in options granted on February 13, 2002 which became exercisable in three annual installments beginning on February 13, 2003.
4. The options reported were included in options granted on February 12, 2003, which become exercisable in three annual installments beginning on February 12, 2004.
5. The options reported were included in options granted on February 12, 2004 which become exercisable in three annual installments beginning on February 12, 2005.
6. The options reported were included in options granted on February 11, 2005 which will become exercisable in three annual installments beginning on February 11, 2006.
Remarks:
By Edward M. Schulman under Power of Attorney dated as of March 1, 2005. 03/07/2005
** 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 5 (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.