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 * NAUGHTON TIMOTHY J   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) Chief Operating Officer (Last) (First) (Middle) C/O AVALONBAY COMMUNITIES, INC., 2900 EISENHOWER AVE., SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 11/04/2004 (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 11/04/2004   M   3,205 A $ 36.3125 83,035.871 (1) D   Common Stock, par value $.01 per share 11/04/2004   M   11,795 A $ 38.1524 94,830.871 (1) D   Common Stock, par value $.01 per share 11/04/2004   S   15,000 D $ 67.264 79,830.871 (1) D   Common Stock, par value $.01 per share 11/05/2004   M   900 A $ 36.3125 80,730.871 (1) D   Common Stock, par value $.01 per share 11/05/2004   S   900 D $ 67.5689 79,830.871 (1) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

$ 36.3125

11/04/2004

M

3,205

06/05/1999(2)

06/05/2008

Common Stock

3,205

$ 0 (2)

288,333 (3)

D

Employee Stock Options (Right to Buy)

$ 38.1524

11/04/2004

M

11,795

10/29/1998(4)

10/29/2007

Common Stock

11,795

$ 0 (4)

276,538 (5)

D

Employee Stock Options (Right to Buy)

$ 36.3125

11/05/2004

M

900

06/05/1999(2)

06/05/2008

Common Stock

900

$ 0 (2)

275,638 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NAUGHTON TIMOTHY J C/O AVALONBAY COMMUNITIES, INC. 2900 EISENHOWER AVE., SUITE 300 ALEXANDRIA, VA 22314			Chief Operating Officer

Signatures

Edward M. Schulman under Power of Attorney dated January 1, 2000		11/08/2004
**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 June 5, 1998, which became exercisable in three equal annual installments, beginning on June 5, 1999.
(3)	The number of derivative securities benefically owned following the reported transaction includes options with varying exercise prices and vesting dates. Following the reported transaction, the reporting person holds 35,795 more options that expire on June 5, 2008 with an exercise price of $36.3125.
(4)	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.
(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 7,864 more options that expire on October 29, 2007 with an exercise price of $38.1524.
(6)	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 continues to hold 34,895 options that expire on June 5, 2008 with an exercise price of $36.3125 per share.

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