AvalonBay Communities, Inc.
2900 Eisenhower Avenue
Alexandria, VA 22314

September 24, 2002

Via e-mail - rule-comments@sec.gov

Mr. Jonathan G. Katz
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re: File No. S7-22-02

Dear Mr. Katz:

I am the Chairman, Chief Executive Officer and President of AvalonBay Communities, Inc., a leading real estate investment trust that owns and manages over 125 apartment communities in eleven states and the District of Columbia. The common and preferred shares of AvalonBay are listed on the New York Stock Exchange. AvalonBay is pleased to have the opportunity to respond to the Securities and Exchange Commission ("Commission") regarding the proposals set forth in Release Nos. 33-8106 and 34-46084.

Item 1.01--Entry into a Material Agreement

AvalonBay supports the Commission's efforts to provide investors with enhanced and "real-time" disclosure of important corporate events. We are writing to express our concern, however, that one aspect of the proposals could be counterproductive to the interests of investors. AvalonBay believes that requiring companies to disclose terms of material non-binding agreements could severely hinder the negotiating positions and competitiveness of companies, and that compliance with a requirement that such disclosure be made on a "real-time" basis would be an undue administrative burden.

Our principal concerns are the following:

In order to promote uniform standards, we believe that Item 1.01 should be kept consistent with the current requirements of Exhibit 10 under Regulation S-K, Item 6.01(b)(10) which does not require the filing of non-binding agreements.

AvalonBay thanks the Commission for the opportunity to comment on this proposal. Please contact me if you have any questions regarding this letter.