Form: 4

Statement of changes in beneficial ownership of securities

July 29, 2005

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*
BLAIR BRYCE
(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
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2005
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 07/27/2005 M 34,400 A $37.5016 201,233.048(1) D
Common Stock, par value $.01 per share 07/27/2005 S 34,400 D $87.0238 166,833.048(1) D
Common Stock, par value $.01 per share 07/28/2005 M 25,600 A $37.5016 192,433.048(1) D
Common Stock, par value $.01 per share 07/28/2005 S 25,600 D $87.0023 166,833.048(1) D
Common Stock, par value $.01 per share 07/28/2005 M 6,528 A $45.95 173,361.048(1) D
Common Stock, par value $.01 per share 07/28/2005 M 1,976 A $50.6 175,337.048(1) D
Common Stock, par value $.01 per share 425(2) I Held in trust for minor children
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
Employee Stock Option (Right to Buy) $37.5016 07/27/2005 M 34,400 03/08/1999(3) 03/08/2008 Common Stock 34,400 $0.00(3) 507,017(4) D
Employee Stock Option (Right to Buy) $37.5016 07/28/2005 M 25,600 03/08/1999(3) 03/08/2008 Common Stock 25,600 $0.00(3) 481,417(5) D
Employee Stock Option (Right to Buy) $45.95 07/28/2005 M 6,528 02/13/2002(6) 02/13/2011 Common Stock 6,528 $0.00(6) 474,889(7) D
Employee Stock Option (Right to Buy) $50.6 07/28/2005 M 1,976 02/12/2005(8) 02/12/2014 Common Stock 1,976 $0.00(8) 472,913(9) 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. No transaction reported. Indirect ownership provided for information only. Reflects shares of common stock held in trust for children.
3. The options exercised were included in options granted on March 8, 1998, which became exercisable in three equal annual installments beginning on March 8, 1999.
4. The number of derivative securities beneficially owned following the reported transaction includes options granted in various periods with varying exercise prices and vesting dates. Following the reported transaction the reporting person holds 45,600 more options that expire on March 8, 2008 with an exercise price of $37.5016.
5. The number of derivative securities beneficially owned following the reported transaction includes options granted in various periods with varying exercise prices and vesting dates. Following the reported transaction the reporting person holds 20,000 more options that expire on March 8, 2008 with an exercise price of $37.5016.
6. The options exercised were included in options granted on February 13, 2001, which became exerisable in three annual installments beginning on February 13, 2002.
7. The number of derivative securities beneficially owned following the reported transaction includes options granted in various periods with varying exercise prices and vesting dates. Following the reported transaction the reporting person holds 61,472 more options that expire on February 13, 2011 with an exercise price of $45.95.
8. The options exercised were included in options granted on February 12, 2004, which become exercisable in three annual installments, beginning on February 12, 2005.
9. The number of derivative securities beneficially owned following the reported transaction includes options granted in prior periods with varying exercise prices and vesting dates. Following the reported transaction the reporting person holds 102,336 more options that expire on February 12, 2014 with an exercise price of $50.60.
Remarks:
Edward M. Schulman, as attorney-in-fact under Power of Attorney dated January 1, 2000 07/29/2005
** 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 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).

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