Ownership Submission
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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(Print or Type Responses)
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)
11/22/2005
(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 11/22/2005   M   5,000 A $ 33.75 33,884.259 (1) D  
Common Stock, par value $.01 per share 11/22/2005   M   2,000 A $ 32 35,884.259 (1) D  
Common Stock, par value $.01 per share 11/22/2005   S   7,000 D $ 91.16 28,884.259 (1) D  
Common Stock, par value $.01 per share 11/22/2005   M   2,403 A $ 38.15 31,287.259 (1) D  
Common Stock, par value $.01 per share 11/22/2005   M   918 A $ 36.3125 32,205.259 (1) D  
Common Stock, par value $.01 per share 11/22/2005   F   1,362 D $ 91.71 30,843.259 (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) $ 33.75 11/22/2005   M     5,000 02/28/2001(2) 02/28/2010 Common Stock 5,000 $ 0 (2) 76,603 (3) D  
Employee Stock Options (Right to Buy) $ 32 11/22/2005   M     2,000 02/17/2000(4) 02/17/2009 Common Stock 2,000 $ 0 (4) 74,603 (5) D  
Employee Stock Options (Right to Buy) $ 38.15 11/22/2005   M     2,403 10/29/1998(6) 10/29/2007 Common Stock 2,403 $ 0 (6) 72,200 (7) D  
Employee Stock Options (Right to Buy) $ 36.3125 11/22/2005   M     918 06/05/1999(8) 06/05/2008 Common Stock 918 $ 0 (8) 71,282 (9) 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   11/23/2005
**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 February 28, 2000, which became exercisable in three equal annual installments beginning on February 28, 2001.
(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 5,230 remaining options that expire on February 28, 2010 with an exercise price of $33.75.
(4) The options exercised were included in options granted on February 17, 1999 which became exercisable in three annual installments beginning on February 17, 2000.
(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 5,208 options that expire on February 17, 2000 with an exercise price of $32.00.
(6) The options exercised were included in options granted on October 29, 1997, which became exercisable in three annual installments beginning on October 29, 1998.
(7) 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 no more options that expire on October 29, 2007 with an exercise price of $38.15.
(8) The options exercised were included in options granted on June 5, 1998, which became exercisable in three annual installments beginning on June 5, 1999.
(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 no more options that expire on June 5, 2008 with an exercise price of $36.3125.

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