Form: 3

Initial statement of beneficial ownership of securities

March 7, 2005

Documents

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*
Dunn Lili F
(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 27,187.259(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) 10/29/1998(2) 10/29/2007 Common Stock, par value $.01 per share 11,208 38.15 D
Employee Stock Options (Right to Buy) 06/05/1999(3) 06/05/2008 Common Stock, par value $.01 per share 15,000 36.3125 D
Employee Stock Options (Right to Buy) 02/17/2000(4) 02/17/2009 Common Stock, par value $.01 per share 9,610 32 D
Employee Stock Options (Right to Buy) 02/28/2001(5) 02/28/2010 Common Stock, par value $.01 per share 10,230 33.75 D
Employee Stock Options (Right to Buy) 02/13/2002(6) 02/13/2011 Common Stock, par value $.01 per share 12,500 45.95 D
Employee Stock Options (Right to Buy) 02/13/2003(7) 02/13/2012 Common Stock, par value $.01 per share 10,844 45.79 D
Employee Stock Options (Right to Buy) 02/12/2004(8) 02/12/2013 Common Stock, par value $.01 per share 6,781 36.02 D
Employee Stock Options (Right to Buy) 02/12/2005(9) 02/12/2014 Common Stock, par value $.01 per share 15,290 50.6 D
Employee Stock Options (Right to Buy) 02/11/2006(10) 02/11/2015 Common Stock, par value $.01 per share 15,429 69.95 D
Explanation of Responses:
1. The amount of securities reported reflects direct ownership of all shares of common stock, including restricted shares.
2. The options reported were included in options granted on October 29, 1997, which became exercisable in three annual installments beginning on October 29, 1998.
3. The options reported were included in options granted on June 5, 1998, which became exercisable in three annual installments beginning on June 5, 1999.
4. The options reported were included in options granted on February 17, 1999, which became exercisable in three annual installments beginning on February 17, 2000.
5. The options reported were included in options granted on February 28, 2000, which became exercisable in three annual installments beginning on February 28, 2001.
6. The options reported were included in options granted on February 13, 2001 which became exercisable in three annual installments beginning on February 13, 2002.
7. The options reported were included in options granted on February 13, 2002 which became exercisable in three annual installments beginning on February 13, 2003.
8. The options reported were included in options granted on February 12, 2003 which become exercisable in three annual installments beginning on February 12, 2004.
9. The options reported were included in options granted on February 12, 2004 which become exercisable in three annual installments beginning on February 12, 2005.
10. The options reported were included in options granted on February 11, 2005 which will become exercisable in three annual installments beginning February 11, 2006.
Remarks:
By Edward M. Schulman pursuant to 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.