content: <PAGE>   1
     As filed with the Securities and Exchange Commission on November 26, 1996
  
                                               REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                           BAY APARTMENT COMMUNITIES, INC.
               (Exact name of Registrant as specified in its charter)
  
  
            Maryland                                            77-0404318
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                         Identification Number)
  
                       4340 STEVENS CREEK BOULEVARD, SUITE 275
                             SAN JOSE, CALIFORNIA 95129
                                   (408) 983-1500
  
      (Address, including zip code, and telephone number, including area code,
                    of Registrant's principal executive offices)
  
            BAY APARTMENT COMMUNITIES, INC. -- 1994 STOCK INCENTIVE PLAN
  
                              (Full Title of the Plan)
  
                                --------------------
  
                                  GILBERT M. MEYER
                         CHAIRMAN OF THE BOARD AND PRESIDENT
                           BAY APARTMENT COMMUNITIES, INC.
                       4340 STEVENS CREEK BOULEVARD, SUITE 275
                             SAN JOSE, CALIFORNIA 95129
                                   (408) 983-1500
  
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                --------------------
  
                                   With copies to:
                                DAVID W. WATSON, ESQ.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ==================================================================================================================================
  Title of Each Class of Securities    Amount to be            Proposed Maximum             Proposed Maximum           Amount of
         Being Registered              Registered (1)     Offering Price Per Share       Aggregate Offering Price   Registration Fee
  
  <S>                                  <C>                       <C>                            <C>                      <C>
      Common Stock                      92,750 shares            $27.75   (2)                   $ 2,573,813              $8,177
        $.01 par value                 764,250 shares             31.9375 (3)                    24,408,235
  
  ==================================================================================================================================
  </TABLE>
  
  
  (1)      Plus such additional number of shares as may be required pursuant to
           the 1994 Stock Incentive Plan in the event of a stock dividend, reverse
           stock split, split-up, recapitalization or other similar event.
  (2)      This estimate is made pursuant to Rule 457(h) under the Securities Act
           of 1933, as amended ("the Securities Act"), solely for purposes of 
           determining the registration fee and is based upon the price at which
           outstanding options may be exercised.
  (3)      This estimate is made pursuant to Rule 457(c) and (h) under the
           Securities Act solely for purposes of determining the registration fee
           and is based upon the market value of outstanding shares of Bay 
           Apartment Communities, Inc.'s common stock on November 19, 1996, 
           utilizing the average of the high and low sale prices as reported on 
           the New York Stock Exchange.
  
  ===============================================================================
  <PAGE>   2
           This Registration Statement on Form S-8 relates to 857,000 additional
  shares of common stock, $.01 par value (the "Common Stock"), of Bay Apartment
  Communities, Inc. (the "Company"), which may be issued under the Company's 1994
  Stock Incentive Plan, as amended and restated (the "Plan"). The Company hereby
  incorporates by reference the contents of the Registration Statement on Form
  S-8, File No. 33-80249, filed with the Securities and Exchange Commission (the
  "Commission") on December 11, 1995, covering 663,000 shares of Common Stock,
  which have been previously issued pursuant to the Plan.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The Company hereby incorporates by reference the documents listed in
  (a) through (d) below, which have been previously filed with the Commission.
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1995;
  
           (b)      The Company's Quarterly Reports on Form 10-Q for the fiscal
                    quarters ended March 31, 1996, June 30, 1996 and September 30,
                    1996;
  
           (c)      The Company's Current Report on Form 8-K dated May 6, 1996,
                    Current Report on Form 8-K dated May 23, 1996, as amended by
                    Current Report on Form 8-K/A dated May 23, 1996, Current
                    Report on Form 8-K dated July 5, 1996 and Current Report on
                    Form 8-K dated July 26, 1996;
  
           (d)      The description of the Company's Common Stock contained in its
                    Registration Statement on Form 8-A, filed with the Commission
                    on December 7, 1993, under Section 12 of the Securities
                    Exchange Act of 1934, as amended (the "Exchange Act"), and any
                    amendments or reports filed for the purpose of updating such
                    description.
  
           In addition, all documents subsequently filed with the Commission by
  the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereunder have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing of such
  documents.
  
  ITEM 8.       EXHIBITS.
  
           The following is a complete list of exhibits filed or incorporated by
  reference as part of this registration statement.
  
         5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                 securities being registered.
        23.1     Consent of Coopers & Lybrand, L.L.P.
        23.2     Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
                 hereto).
        24.1     Powers of Attorney (included on signature page of this
                 registration statement).
        99.1     Bay Apartment Communities, Inc. -- 1994 Stock Incentive Plan, as
                 amended and restated.
  
  
                                         2
  <PAGE>   3
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of San Jose, State of California, on this 31st day of
  October, 1996.
  
                                         BAY APARTMENT COMMUNITIES, INC.
  
                                         By:  /s/ Gilbert M. Meyer
                                              ------------------------------------
                                              Gilbert M. Meyer
                                              Chairman of the Board and President
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below constitutes and appoints
  Gilbert M. Meyer and Max L. Gardner as his or her true and lawful
  attorney-in-fact and agent, with full power of substitution, for him or her and
  in his or her name, place and stead, in any and all capacities to sign any or
  all amendments or post-effective amendments to this registration statement, and
  to file the same, with all exhibits thereto and other documents in connection
  therewith, with the Commission, granting unto said attorney-in-fact and agent
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as he or she might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent or his or her
  substitute may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement has been signed below by the following persons in the capacities and
  on the date indicated.
  
  <TABLE>
  <CAPTION>
                SIGNATURE                              CAPACITY                             DATE
                ---------                              --------                             ----
  
  <S>                                         <C>                                     <C>
  /S/ GILBERT M. MEYER                        Chairman of the Board, Chief            October 29, 1996
  ----------------------------------          Executive Officer and President
         GILBERT M. MEYER                     (Principal Executive Officer)
  
  
  
  /S/ MAX L. GARDNER                          Director and Chief Operating            October 29, 1996
  ----------------------------------          Officer
           MAX L. GARDNER
  
  
  /S/ GEOFFREY L. BAKER                       Director and Chief                      October 29, 1996
  ----------------------------------          Development and
         GEOFFREY L. BAKER                    Acquisitions Officer
  
  /S/ BRUCE A. CHOATE                         Director                                October 29, 1996
  ----------------------------------
           BRUCE A. CHOATE
  
  /S/ BRENDA J. MIXSON                        Director                                October 29, 1996
  ----------------------------------
           BRENDA J. MIXSON
  
  /S/ THOMAS H. NIELSEN                       Director                                October 29, 1996
  ----------------------------------
           THOMAS H. NIELSEN
  
  /S/ JOHN J. HEALY, JR.                      Director                                October 29, 1996
  ----------------------------------
           JOHN J. HEALY, JR.
  
  
  /S/ JEFFREY B. VAN HORN                     Chief Financial Officer                 October 31, 1996
  ----------------------------------          (Principal Financial
          JEFFREY B. VAN HORN                 and Accounting Officer)
  </TABLE>
  
  
                                         S-1
  <PAGE>   4
                                    EXHIBIT INDEX
  
  
    Exhibit No.                             Description
  
            5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered.
  
           23.1     Consent of Coopers & Lybrand, L.L.P.
  
           23.2     Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1 hereto).
  
           24.1     Powers of Attorney (included on signature page of this
                    registration statement).
  
           99.1     Bay Apartment Communities, Inc. -- 1994 Stock Incentive Plan,
                    as amended and restated.
  
  
  
  
                                         S-1
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BAY APARTMENT COMMUNITIES-STOCK INCENTIVE PLAN", "secsgml_size_bytes": 12131}]
metadata_filer: {"company-data": {"conformed-name": "BAY APARTMENT COMMUNITIES INC", "cik": "0000915912", "assigned-sic": "6798", "irs-number": "942528309", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16809", "film-number": "96672564"}, "business-address": {"street1": "4340 STEVENS CREEK BLVD", "street2": "STE 275", "city": "SAN JOSE", "state": "CA", "zip": "95129", "phone": "4089831500"}, "mail-address": {"street1": "4340 STEVENS CREEK BLVD", "street2": "STE 275", "city": "SAN JOSE", "state": "CA", "zip": "95129"}}
text: 1
     As filed with the Securities and Exchange Commission on November 26, 1996
  
                                               REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                           BAY APARTMENT COMMUNITIES, INC.
               (Exact name of Registrant as specified in its charter)
  
            Maryland                                            77-0404318
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                         Identification Number)
  
                       4340 STEVENS CREEK BOULEVARD, SUITE 275
                             SAN JOSE, CALIFORNIA 95129
                                   (408) 983-1500
  
      (Address, including zip code, and telephone number, including area code,
                    of Registrant's principal executive offices)
  
            BAY APARTMENT COMMUNITIES, INC. -- 1994 STOCK INCENTIVE PLAN
  
                              (Full Title of the Plan)
  
                                --------------------
  
                                  GILBERT M. MEYER
                         CHAIRMAN OF THE BOARD AND PRESIDENT
                           BAY APARTMENT COMMUNITIES, INC.
                       4340 STEVENS CREEK BOULEVARD, SUITE 275
                             SAN JOSE, CALIFORNIA 95129
                                   (408) 983-1500
  
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                --------------------
  
                                   With copies to:
                                DAVID W. WATSON, ESQ.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  ==================================================================================================================================
  Title of Each Class of Securities    Amount to be            Proposed Maximum             Proposed Maximum           Amount of
         Being Registered              Registered (1)     Offering Price Per Share       Aggregate Offering Price   Registration Fee
  Common Stock                      92,750 shares            $27.75   (2)                   $ 2,573,813              $8,177
        $.01 par value                 764,250 shares             31.9375 (3)                    24,408,235
  
  ==================================================================================================================================
  (1)      Plus such additional number of shares as may be required pursuant to
           the 1994 Stock Incentive Plan in the event of a stock dividend, reverse
           stock split, split-up, recapitalization or other similar event.
  (2)      This estimate is made pursuant to Rule 457(h) under the Securities Act
           of 1933, as amended ("the Securities Act"), solely for purposes of 
           determining the registration fee and is based upon the price at which
           outstanding options may be exercised.
  (3)      This estimate is made pursuant to Rule 457(c) and (h) under the
           Securities Act solely for purposes of determining the registration fee
           and is based upon the market value of outstanding shares of Bay 
           Apartment Communities, Inc.'s common stock on November 19, 1996, 
           utilizing the average of the high and low sale prices as reported on 
           the New York Stock Exchange.
  
  ===============================================================================
  2
           This Registration Statement on Form S-8 relates to 857,000 additional
  shares of common stock, $.01 par value (the "Common Stock"), of Bay Apartment
  Communities, Inc. (the "Company"), which may be issued under the Company's 1994
  Stock Incentive Plan, as amended and restated (the "Plan"). The Company hereby
  incorporates by reference the contents of the Registration Statement on Form
  S-8, File No. 33-80249, filed with the Securities and Exchange Commission (the
  "Commission") on December 11, 1995, covering 663,000 shares of Common Stock,
  which have been previously issued pursuant to the Plan.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The Company hereby incorporates by reference the documents listed in
  (a) through (d) below, which have been previously filed with the Commission.
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1995;
  
           (b)      The Company's Quarterly Reports on Form 10-Q for the fiscal
                    quarters ended March 31, 1996, June 30, 1996 and September 30,
                    1996;
  
           (c)      The Company's Current Report on Form 8-K dated May 6, 1996,
                    Current Report on Form 8-K dated May 23, 1996, as amended by
                    Current Report on Form 8-K/A dated May 23, 1996, Current
                    Report on Form 8-K dated July 5, 1996 and Current Report on
                    Form 8-K dated July 26, 1996;
  
           (d)      The description of the Company's Common Stock contained in its
                    Registration Statement on Form 8-A, filed with the Commission
                    on December 7, 1993, under Section 12 of the Securities
                    Exchange Act of 1934, as amended (the "Exchange Act"), and any
                    amendments or reports filed for the purpose of updating such
                    description.
  
           In addition, all documents subsequently filed with the Commission by
  the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereunder have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing of such
  documents.
  
  ITEM 8.       EXHIBITS.
  
           The following is a complete list of exhibits filed or incorporated by
  reference as part of this registration statement.
  
         5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                 securities being registered.
        23.1     Consent of Coopers & Lybrand, L.L.P.
        23.2     Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
                 hereto).
        24.1     Powers of Attorney (included on signature page of this
                 registration statement).
        99.1     Bay Apartment Communities, Inc. -- 1994 Stock Incentive Plan, as
                 amended and restated.
  
                                         2
  3
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of San Jose, State of California, on this 31st day of
  October, 1996.
  
                                         BAY APARTMENT COMMUNITIES, INC.
  
                                         By:  /s/ Gilbert M. Meyer
                                              ------------------------------------
                                              Gilbert M. Meyer
                                              Chairman of the Board and President
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below constitutes and appoints
  Gilbert M. Meyer and Max L. Gardner as his or her true and lawful
  attorney-in-fact and agent, with full power of substitution, for him or her and
  in his or her name, place and stead, in any and all capacities to sign any or
  all amendments or post-effective amendments to this registration statement, and
  to file the same, with all exhibits thereto and other documents in connection
  therewith, with the Commission, granting unto said attorney-in-fact and agent
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as he or she might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent or his or her
  substitute may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement has been signed below by the following persons in the capacities and
  on the date indicated.
  SIGNATURE                              CAPACITY                             DATE
                ---------                              --------                             ----
  /S/ GILBERT M. MEYER                        Chairman of the Board, Chief            October 29, 1996
  ----------------------------------          Executive Officer and President
         GILBERT M. MEYER                     (Principal Executive Officer)
  
  /S/ MAX L. GARDNER                          Director and Chief Operating            October 29, 1996
  ----------------------------------          Officer
           MAX L. GARDNER
  
  /S/ GEOFFREY L. BAKER                       Director and Chief                      October 29, 1996
  ----------------------------------          Development and
         GEOFFREY L. BAKER                    Acquisitions Officer
  
  /S/ BRUCE A. CHOATE                         Director                                October 29, 1996
  ----------------------------------
           BRUCE A. CHOATE
  
  /S/ BRENDA J. MIXSON                        Director                                October 29, 1996
  ----------------------------------
           BRENDA J. MIXSON
  
  /S/ THOMAS H. NIELSEN                       Director                                October 29, 1996
  ----------------------------------
           THOMAS H. NIELSEN
  
  /S/ JOHN J. HEALY, JR.                      Director                                October 29, 1996
  ----------------------------------
           JOHN J. HEALY, JR.
  
  /S/ JEFFREY B. VAN HORN                     Chief Financial Officer                 October 31, 1996
  ----------------------------------          (Principal Financial
          JEFFREY B. VAN HORN                 and Accounting Officer)
  S-1
  4
                                    EXHIBIT INDEX
  
    Exhibit No.                             Description
  
            5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered.
  
           23.1     Consent of Coopers & Lybrand, L.L.P.
  
           23.2     Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1 hereto).
  
           24.1     Powers of Attorney (included on signature page of this
                    registration statement).
  
           99.1     Bay Apartment Communities, Inc. -- 1994 Stock Incentive Plan,
                    as amended and restated.
  
                                         S-1