8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     July 14, 2008

AVALONBAY COMMUNITIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-12672	77-0404318
(Commission File Number)	(I.R.S. Employer Identification No.)
2900 Eisenhower Avenue, Suite 300, Alexandria, Virginia	22314
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code    (703) 329-6300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 14, 2008, the Board of Directors of AvalonBay Communities, Inc. voted to appoint W. Edward Walter to the Board of Directors, effective September 16, 2008.  A press release announcing his appointment is attached as Exhibit 99.1.

Mr. Walter will serve as an independent director and has not been appointed to any Board committees at this time.  Upon joining the Board, Mr. Walter will receive a stock award of 812 shares of Common Stock, to be awarded under a restricted stock agreement in substantially the same form used for current non-employee directors of the Company.  Of such shares, 20% will be vested immediately, and the remaining 80% will vest in four equal annual installments on May 29 of each of the next four years.  Mr. Walter will also receive the same cash compensation as is paid to other directors of the Company after September 16, 2008.

In connection with Mr. Walter’s appointment to the Board of Directors, Mr. Walter and the Company will enter into an Indemnification Agreement in substantially the same form previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

In connection with this appointment, the Board of Directors also changed the size of the Board to nine directors.

ITEM 9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.	Description
99.1	Press Release of AvalonBay Communities, Inc. dated July 14, 2008. (Filed herewith)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AVALONBAY COMMUNITIES, INC.
	By:	/s/ Thomas J. Sargeant
	Name:	Thomas J. Sargeant
	Title:	Chief Financial Officer
Date: July 14, 2008

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ITEM 9.01 Financial Statements and Exhibits

(c)Exhibits.

Exhibit No.	Description
99.1	Press Release of AvalonBay Communities, Inc. dated July 14, 2008. (Filed herewith)

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EX-99.1

Exhibit 99.1

	PRESS RELEASE

Contact: Bryce Blair  Chairman and Chief Executive Officer AvalonBay Communities, Inc. 703-317-4652

For Immediate Release

AVALONBAY COMMUNITIES, INC. ANNOUNCES APPOINTMENT OF W. EDWARD WALTER AS NEW INDEPENDENT DIRECTOR

ALEXANDRIA, VA (July 14, 2008) – AvalonBay Communities, Inc. (NYSE: AVB) announced today that W. Edward Walter has been appointed to the company’s Board of Directors, effective September 16, 2008.  Mr. Walter will serve as an independent director of the Company.

Mr. Walter has served as President and CEO of Host Hotels & Resorts, Inc. (“Host”), a premier lodging real estate company, since October, 2007.  From 2003 until October, 2007, he served as Executive Vice President and Chief Financial Officer of Host.  From 1996 until 2003 he served in various senior management positions with Host, including Chief Operating Officer.

“Ed brings significant relevant experience to the AvalonBay Board from a long and successful career in the real estate industry,” said Bryce Blair, Chairman of the Board and CEO.  “AvalonBay will benefit from Ed’s business and investment expertise.”

About AvalonBay Communities, Inc.

As of June 30, 2008, AvalonBay Communities, Inc., headquartered in Alexandria, Virginia, owned or held an ownership interest in 180 apartment communities containing 51,119 apartment homes in ten states and the District of Columbia, of which 20 communities were under construction and 10 communities were under reconstruction.  AvalonBay is in the business of developing, redeveloping, acquiring, and managing apartment communities in high barrier-to-entry markets of the United States.  More information on AvalonBay, an S&P 500 company, may be found on the Company’s Web site at http://www.avalonbay.com.