Form: 4

Statement of changes in beneficial ownership of securities

February 8, 2006

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*
Morris James Richard
(Last) (First) (Middle)
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2006
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 02/06/2006 M 4,880 A $45.79 17,711.443(1) D
Common Stock, par value $.01 per share 02/06/2006 S 180 D $98.3 17,531.443(1) D
Common Stock, par value $.01 per share 02/06/2006 S 100 D $98.29 17,431.443(1) D
Common Stock, par value $.01 per share 02/06/2006 S 600 D $98.28 16,831.443(1) D
Common Stock, par value $.01 per share 02/06/2006 S 4,000 D $98.09 12,831.443(1) D
Common Stock, par value $.01 per share 02/06/2006 M 3,110 A $36.02 15,941.443(1) D
Common Stock, par value $.01 per share 02/06/2006 M 869 A $50.6 16,810.443(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
Employee Stock Options (Right to Buy) $45.79 02/06/2006 M 4,880 02/13/2003(2) 02/13/2012 Common Stock 4,880 $0.00(2) 27,817(3) D
Employee Stock Options (Right to Buy) $36.02 02/06/2006 M 3,110 02/12/2004(4) 02/12/2013 Common Stock 3,110 $0.00(4) 24,707(5) D
Employee Stock Options (Right to Buy) $50.6 02/06/2006 M 869 02/12/2005(6) 02/12/2014 Common Stock 869 $0.00(6) 23,838(7) 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 included in options granted on February 13, 2002 which became exercisable in three annual installments beginning on February 13, 2003.
3. 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 no more options that expire on February 13, 2012 with an exercise price of $45.79.
4. The options exercised were included in options granted on February 12, 2003 which became exercisable in three annual installments beginning on February 12, 2004.
5. The number of derivative securities beneficially owned following the reported transaction includes options with varying exercise prices and vesting dates. Following the reported transaction the reporting person holds 1,556 options that expire on February 12, 2013 with an exercise price of $36.02.
6. The options exercised were included in options granted on February 12, 2004 which become exercisable in three equal annual installments beginning on February 12, 2005.
7. The number of derivative securities beneficially owned following the reported transaction includes options with varying exercise prices and vesting dates. Following the reported transaction the reporting person holds 8,858 more options that expire on February 12, 2014 with an exercise price of $50.60.
Remarks:
By Edward M. Schulman under Power of Attorney dated March 1, 2005 02/06/2006
** 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.