FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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   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 (Last) (First) (Middle) 2900 EISENHOWER AVE., SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 05/24/2005 (Street) ALEXANDRIA, VA 22314 4. If Amendment, Date 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 (City) (State) (Zip) 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 05/24/2005   M   3,805 A $ 38.15 30,212.259 (1) D   Common Stock, par value $.01 per share 05/24/2005   M   10,082 A $ 36.3125 40,294.259 (1) D   Common Stock, par value $.01 per share 05/24/2005   S   13,887 D $ 75.54 26,407.259 (1) D   Common Stock, par value $.01 per share 05/24/2005   M   5,000 A $ 38.15 31,407.259 (1) D   Common Stock, par value $.01 per share 05/24/2005   F   2,523 D $ 75.59 28,884.259 (1) D

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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 Underlying Securities (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 of Derivative Security: 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)

$ 38.15

05/24/2005

M

8,805

10/29/1998(2)

10/29/2007

Common Stock

8,805

$ 0 (2)

98,087 (3)

D

Employee Stock Options (Right to Buy)

$ 36.3125

05/24/2005

M

10,082

06/05/1999(4)

06/05/2008

Common Stock

10,082

$ 0 (4)

88,005 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dunn Lili F 2900 EISENHOWER AVE., SUITE 300 ALEXANDRIA, VA 22314			Senior Vice President

Signatures

By Edward M. Schulman, as attorney in fact under Power of Attorney dated March 1, 2005		05/25/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 October 29, 1997 which became exercisable in three equal annual installments beginning on October 29, 1998.
(3)	The amount of securities owned following the reported transaction includes options granted on various dates with varying exercise prices and vesting dates. After the exercise described above, the reporting person has 2,403 remaining options that expire on October 29, 2007 with an exercise price of $38.15.
(4)	The options exercised were included in options granted on June 5, 1998, which became exercisable in three equal annual installments beginning on June 5, 1999.
(5)	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 4,918 more options that expire on June 5, 2008 with an exercise price of $36.3125.

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