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 No.)
  
                       4340 STEVENS CREEK BOULEVARD, SUITE 275
                                 SAN JOSE, CA 95129
                      (Address of Principal Executive Offices)
  
                   1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE 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, CA 95129
                                   (408) 983-1500
                        (Name, Address and Telephone Number,
                     Including Area Code, of Agent for Service)
  
                       ---------------------------------------    
  
                                      copy to:
                                DAVID W. WATSON, ESQ.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                                  BOSTON, MA 02109
                                   (617) 570-1000
  
                       ---------------------------------------    
  <TABLE>
  <CAPTION>
                                                    Calculation of Registration Fee
  =========================================================================================================================
                                                     Proposed Maximum         Proposed Maximum
   Title of Securities        Amount to be          Offering Price Per       Aggregate Offering           Amount of
    to be Registered        Registered (1)(2)            Share(3)                 Price(3)             Registration Fee
  -------------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                      <C>                    <C>                        <C>         
  Common Stock,                 
   $.01 par value               1,000,000                $31.9375               $31,937,500                $9,679
  =========================================================================================================================
  </TABLE>
  
  (1)      Plus such additional number of shares as may be required pursuant to
           the 1996 Non-Qualified Employee Stock Purchase Plan in the event of a
           stock dividend, reverse stock split, split-up, recapitalization or
           other similar event.
  (2)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           as amended ("the Securities Act"), this registration statement also
           covers an indeterminate amount of interests to be offered or sold
           pursuant to the employee benefit plan described herein.
  (3)      This estimate is based on the average of the high and low sales prices
           of the Common Stock of Bay Apartment Communities, Inc. as reported on
           the New York Stock Exchange on November 19, 1996, pursuant to Rule
           457(c) and (h) under the Securities Act, and is made solely for
           purposes of determining the registration fee.
  
  ================================================================================
  <PAGE>   2
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.        Incorporation of Certain Documents by Reference.
  
          Bay Apartment Communities, Inc. (the "Company") hereby incorporates by
  reference the documents listed in (a) through (d) below, which have previously
  been filed with the Securities and Exchange Commission (the "Commission").
  
          (a)    The Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1995 filed with the Commission pursuant to the
                 Securities Exchange Act of 1934, as amended (the "Exchange Act");
  
          (b)    Quarterly Reports on Form 10-Q for the quarters ended March 31,
                 1996, June 30, 1996 and September 30, 1996, each filed with the
                 Commission pursuant to the Exchange Act;
  
          (c)    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, each
                 filed with the Commission pursuant to the Exchange Act; and
  
          (d)    The description of the Company's Common Stock contained in its
                 registration statement on Form 8-A, dated December 7, 1993 filed
                 with the Commission pursuant to Section 12 of the Exchange Act
                 and any amendments or reports filed for the purpose of updating
                 such description.
  
          In addition, all documents subsequently filed by the Company with the
  Commission pursuant to Sections 13(a) and (c), Section 14 and Section 15(d) of
  the Exchange Act, prior to the filing of a post-effective amendment hereto 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 4.        Description of Securities.
  
          Not Applicable.
  
  Item 5.        Interests of Named Experts and Counsel.
  
          Not Applicable.
  
  Item 6.        Indemnification of Directors and Officers.
  
          The Company's Articles of Incorporation and Bylaws, each as amended,
  provide certain limitations on the liability of the Company's directors and
  officers for monetary damages to the Company. The Articles of Incorporation and
  Bylaws obligate the Company to indemnify its directors and officers, and permit
  the Company to indemnify its employees and other agents, against certain
  liabilities incurred in connection with their service in such capacities. The
  Company has entered into indemnification agreements with certain of its
  executive officers and members of the Board of Directors who are not officers of
  the Company, pursuant to which the Company has agreed to indemnify them against
  certain liabilities incurred in connection with their service as executive
  officers and/or directors. These provisions and contracts could reduce the legal
  remedies available to the Company and its stockholders against these
  individuals.
  
  Item 7.        Exemption from Registration Claimed.
  
          Not applicable.
  
  Item 8.        Exhibits.
  
           5.1   Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                      securities being registered 
  
                 
                                          2
  <PAGE>   3
          23.1   Consent of Coopers & Lybrand L.L.P., Independent Accountants
          23.2   Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
                      hereto) 
          24.1   Power of Attorney (included in Part II of this registration 
                      statement)
          99.1   Bay Apartment Communities, Inc. - 1996 Non-Qualified Employee 
                      Stock Purchase Plan
          99.2   Bay Apartment Communities, Inc. - 1996 Non-Qualified Employee 
                      Stock Purchase Plan - Plan Information Statement
  
  Item 9.        Undertakings.
  
          (a)    The undersigned registrant hereby undertakes:
  
                 (1)    To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        registration statement:
  
                        (i)    To include any prospectus required by Section 10(a)
                               (3) of the Securities Act;
  
                        (ii)   To reflect in the prospectus any facts or events
                               arising after the effective date of the
                               registration statement (or the most recent
                               post-effective amendment thereof) which,
                               individually or in the aggregate, represent a
                               fundamental change in the information set forth in
                               the registration statement; and
  
                        (iii)  To include any material information with respect to
                               the plan of distribution not previously disclosed
                               in the registration statement or any material
                               change to such information in the registration
                               statement;
  
                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 herein do not apply if the information required to be included in
                 a post-effective amendment by those paragraphs is contained in
                 periodic reports filed by the undersigned registrant pursuant to
                 Section 13 or Section 15(d) of the Exchange Act that are
                 incorporated by reference in the registration statement;
  
                 (2)    That, for the purpose of determining any liability under
                        the Securities Act, each such post-effective amendment
                        shall be deemed to be a new registration statement
                        relating to the securities offered therein, and the
                        offering of such securities at that time shall be deemed
                        to be the initial bona fide offering thereof; and
  
                 (3)    To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.
  
          (b)    The undersigned registrant hereby undertakes that, for purposes
                 of determining any liability under the Securities Act, each
                 filing of the registrant's annual report pursuant to Section
                 13(a) or Section 15(d) of the Exchange Act (and, where
                 applicable, each filing of any employee benefit plan's annual
                 report pursuant to Section 15(d) of the Exchange Act) that is
                 incorporated by reference in the registration statement shall be
                 deemed to be a new registration statement relating to the
                 securities offered therein, and the offering of such securities
                 at that time shall be deemed to be the initial bona fide offering
                 thereof.
  
          (c)    Insofar as indemnification for liabilities arising under the
                 Securities Act may be permitted to directors, officers and
                 controlling persons of the registrant pursuant to the foregoing
                 provisions, or otherwise, the registrant has been advised that in
                 the opinion of the Commission such indemnification is against
                 public policy as expressed in the Securities Act and is,
                 therefore, unenforceable. In the event that a claim for
                 indemnification against such liabilities (other than the payment
                 by the registrant of expenses incurred or paid by a director,
                 officer or controlling person of the registrant in the successful
                 defense of any action, suit or proceeding) is asserted by such
                 director, officer or controlling person in connection with the
                 securities being registered, the registrant will, unless in the
                 opinion of its counsel the matter has been settled by controlling
                 precedent, submit to a court of appropriate jurisdiction the
                 question whether such indemnification by it is against public
                 policy as expressed in the Securities Act and will be governed by
                 the final adjudication of such issue.
  
  
                                          3
  <PAGE>   4
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act, Bay Apartment
  Communities, Inc. 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, California on this 31st day of
  October, 1996.
  
                                         BAY APARTMENT COMMUNITIES, INC.
  
                                         By: /s/ Gilbert M. Meyer
                                             -------------------------------------
                                             Gilbert M. Meyer
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
          KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of Bay Apartment Communities, Inc. hereby severally constitute and
  appoint Gilbert M. Meyer and Max L. Gardner, and each of them singly, our true
  and lawful attorneys with full power to them, and each of them singly, to sign
  for us and in our names in the capacities indicated below, the registration
  statement filed herewith and any and all amendments to said registration
  statement, and generally to do all such things in our names and in our
  capacities as officers and directors to enable Bay Apartment Communities, Inc.
  to comply with the provisions of the Securities Act and all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
          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 and                       October 29, 1996
  --------------------------------------------     President (Principal Executive Officer)
                Gilbert M. Meyer                   
  
  
  /s/ Max L. Gardner                               Director and Chief Operating Officer            October 29, 1996
  --------------------------------------------
                 Max L. Gardner
  
  
  /s/ Geoffrey L. Baker                            Director and Chief Development                  October 29, 1996
  --------------------------------------------     and Acquisitions Officer
                Geoffrey L. Baker                  
  
  
  /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  (Principal             October 31, 1996
  --------------------------------------------     Financial and Accounting Officer)
              Jeffrey B. Van Horn                  
  </TABLE>
  
  <PAGE>   5
          Pursuant to the requirements of the Securities Act, the undersigned
  directors who constitute all of the members of the Compensation Committee who
  administer the 1996 Non-Qualified Employee Stock Purchase Plan (or other persons
  who administer the employee benefit plan) have duly caused this registration
  statement to be signed on their behalf by the undersigned, thereunto duly
  authorized, in the City of San Jose, State of California, on October 31, 1996.
  
  
                                         By: /s/ Gilbert M. Meyer
                                             -------------------------------------
                                             Gilbert M. Meyer
                                             President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
  
           KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of
  Bay Apartment Communities, Inc. hereby severally constitute and appoint Gilbert
  M. Meyer and Max L. Gardner, and each of them singly, our true and lawful
  attorneys with full power to them, and each of them singly, to sign for us and
  in our names in the capacities indicated below, the registration statement filed
  herewith and any and all amendments to said registration statement, and
  generally to do all such things in our names and in our capacities as officers
  and directors to enable Bay Apartment Communities, Inc. to comply with the
  provisions of the Securities Act and all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by our said attorneys, or any of them, to said registration statement
  and any and all amendments thereto.
  
           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/ Bruce A. Choate                              Member of  Compensation Committee               October 29, 1996
  --------------------------------------------
                 Bruce A. Choate
  
  
  /s/ Brenda J. Mixson                             Member of  Compensation Committee               October 29, 1996
  --------------------------------------------
                Brenda J. Mixson
  
  
  /s/ Thomas H. Nielsen                            Member of  Compensation Committee               October 29, 1996
  --------------------------------------------
                Thomas H. Nielsen
  </TABLE>
  
  <PAGE>   6
                                    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., Independent Accountants
  
      23.2        Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1
                  hereto)
  
      24.1        Powers of Attorney (included in Part II of this registration
                  statement)
  
      99.1        Bay Apartment Communities, Inc. - 1996 Non-Qualified
                  Employee Stock Purchase Plan
  
      99.2        Bay Apartment Communities, Inc. - 1996 Non-Qualified
                  Employee Stock Purchase Plan - Plan Information Statement
  
                                          6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BAY APARTMENT COMMUNITIES, INC. FORM S-8", "secsgml_size_bytes": 20697}]
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": "333-16837", "film-number": "96672735"}, "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 No.)
  
                       4340 STEVENS CREEK BOULEVARD, SUITE 275
                                 SAN JOSE, CA 95129
                      (Address of Principal Executive Offices)
  
                   1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE 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, CA 95129
                                   (408) 983-1500
                        (Name, Address and Telephone Number,
                     Including Area Code, of Agent for Service)
  
                       ---------------------------------------    
  
                                      copy to:
                                DAVID W. WATSON, ESQ.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                                  BOSTON, MA 02109
                                   (617) 570-1000
  
                       ---------------------------------------
  Calculation of Registration Fee
  =========================================================================================================================
                                                     Proposed Maximum         Proposed Maximum
   Title of Securities        Amount to be          Offering Price Per       Aggregate Offering           Amount of
    to be Registered        Registered (1)(2)            Share(3)                 Price(3)             Registration Fee
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock,                 
   $.01 par value               1,000,000                $31.9375               $31,937,500                $9,679
  =========================================================================================================================
  (1)      Plus such additional number of shares as may be required pursuant to
           the 1996 Non-Qualified Employee Stock Purchase Plan in the event of a
           stock dividend, reverse stock split, split-up, recapitalization or
           other similar event.
  (2)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           as amended ("the Securities Act"), this registration statement also
           covers an indeterminate amount of interests to be offered or sold
           pursuant to the employee benefit plan described herein.
  (3)      This estimate is based on the average of the high and low sales prices
           of the Common Stock of Bay Apartment Communities, Inc. as reported on
           the New York Stock Exchange on November 19, 1996, pursuant to Rule
           457(c) and (h) under the Securities Act, and is made solely for
           purposes of determining the registration fee.
  
  ================================================================================
  2
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.        Incorporation of Certain Documents by Reference.
  
          Bay Apartment Communities, Inc. (the "Company") hereby incorporates by
  reference the documents listed in (a) through (d) below, which have previously
  been filed with the Securities and Exchange Commission (the "Commission").
  
          (a)    The Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1995 filed with the Commission pursuant to the
                 Securities Exchange Act of 1934, as amended (the "Exchange Act");
  
          (b)    Quarterly Reports on Form 10-Q for the quarters ended March 31,
                 1996, June 30, 1996 and September 30, 1996, each filed with the
                 Commission pursuant to the Exchange Act;
  
          (c)    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, each
                 filed with the Commission pursuant to the Exchange Act; and
  
          (d)    The description of the Company's Common Stock contained in its
                 registration statement on Form 8-A, dated December 7, 1993 filed
                 with the Commission pursuant to Section 12 of the Exchange Act
                 and any amendments or reports filed for the purpose of updating
                 such description.
  
          In addition, all documents subsequently filed by the Company with the
  Commission pursuant to Sections 13(a) and (c), Section 14 and Section 15(d) of
  the Exchange Act, prior to the filing of a post-effective amendment hereto 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 4.        Description of Securities.
  
          Not Applicable.
  
  Item 5.        Interests of Named Experts and Counsel.
  
          Not Applicable.
  
  Item 6.        Indemnification of Directors and Officers.
  
          The Company's Articles of Incorporation and Bylaws, each as amended,
  provide certain limitations on the liability of the Company's directors and
  officers for monetary damages to the Company. The Articles of Incorporation and
  Bylaws obligate the Company to indemnify its directors and officers, and permit
  the Company to indemnify its employees and other agents, against certain
  liabilities incurred in connection with their service in such capacities. The
  Company has entered into indemnification agreements with certain of its
  executive officers and members of the Board of Directors who are not officers of
  the Company, pursuant to which the Company has agreed to indemnify them against
  certain liabilities incurred in connection with their service as executive
  officers and/or directors. These provisions and contracts could reduce the legal
  remedies available to the Company and its stockholders against these
  individuals.
  
  Item 7.        Exemption from Registration Claimed.
  
          Not applicable.
  
  Item 8.        Exhibits.
  
           5.1   Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                      securities being registered 
  
                 
                                          2
  3
          23.1   Consent of Coopers & Lybrand L.L.P., Independent Accountants
          23.2   Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
                      hereto) 
          24.1   Power of Attorney (included in Part II of this registration 
                      statement)
          99.1   Bay Apartment Communities, Inc. - 1996 Non-Qualified Employee 
                      Stock Purchase Plan
          99.2   Bay Apartment Communities, Inc. - 1996 Non-Qualified Employee 
                      Stock Purchase Plan - Plan Information Statement
  
  Item 9.        Undertakings.
  
          (a)    The undersigned registrant hereby undertakes:
  
                 (1)    To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        registration statement:
  
                        (i)    To include any prospectus required by Section 10(a)
                               (3) of the Securities Act;
  
                        (ii)   To reflect in the prospectus any facts or events
                               arising after the effective date of the
                               registration statement (or the most recent
                               post-effective amendment thereof) which,
                               individually or in the aggregate, represent a
                               fundamental change in the information set forth in
                               the registration statement; and
  
                        (iii)  To include any material information with respect to
                               the plan of distribution not previously disclosed
                               in the registration statement or any material
                               change to such information in the registration
                               statement;
  
                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 herein do not apply if the information required to be included in
                 a post-effective amendment by those paragraphs is contained in
                 periodic reports filed by the undersigned registrant pursuant to
                 Section 13 or Section 15(d) of the Exchange Act that are
                 incorporated by reference in the registration statement;
  
                 (2)    That, for the purpose of determining any liability under
                        the Securities Act, each such post-effective amendment
                        shall be deemed to be a new registration statement
                        relating to the securities offered therein, and the
                        offering of such securities at that time shall be deemed
                        to be the initial bona fide offering thereof; and
  
                 (3)    To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.
  
          (b)    The undersigned registrant hereby undertakes that, for purposes
                 of determining any liability under the Securities Act, each
                 filing of the registrant's annual report pursuant to Section
                 13(a) or Section 15(d) of the Exchange Act (and, where
                 applicable, each filing of any employee benefit plan's annual
                 report pursuant to Section 15(d) of the Exchange Act) that is
                 incorporated by reference in the registration statement shall be
                 deemed to be a new registration statement relating to the
                 securities offered therein, and the offering of such securities
                 at that time shall be deemed to be the initial bona fide offering
                 thereof.
  
          (c)    Insofar as indemnification for liabilities arising under the
                 Securities Act may be permitted to directors, officers and
                 controlling persons of the registrant pursuant to the foregoing
                 provisions, or otherwise, the registrant has been advised that in
                 the opinion of the Commission such indemnification is against
                 public policy as expressed in the Securities Act and is,
                 therefore, unenforceable. In the event that a claim for
                 indemnification against such liabilities (other than the payment
                 by the registrant of expenses incurred or paid by a director,
                 officer or controlling person of the registrant in the successful
                 defense of any action, suit or proceeding) is asserted by such
                 director, officer or controlling person in connection with the
                 securities being registered, the registrant will, unless in the
                 opinion of its counsel the matter has been settled by controlling
                 precedent, submit to a court of appropriate jurisdiction the
                 question whether such indemnification by it is against public
                 policy as expressed in the Securities Act and will be governed by
                 the final adjudication of such issue.
  
                                          3
  4
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act, Bay Apartment
  Communities, Inc. 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, California on this 31st day of
  October, 1996.
  
                                         BAY APARTMENT COMMUNITIES, INC.
  
                                         By: /s/ Gilbert M. Meyer
                                             -------------------------------------
                                             Gilbert M. Meyer
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
          KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of Bay Apartment Communities, Inc. hereby severally constitute and
  appoint Gilbert M. Meyer and Max L. Gardner, and each of them singly, our true
  and lawful attorneys with full power to them, and each of them singly, to sign
  for us and in our names in the capacities indicated below, the registration
  statement filed herewith and any and all amendments to said registration
  statement, and generally to do all such things in our names and in our
  capacities as officers and directors to enable Bay Apartment Communities, Inc.
  to comply with the provisions of the Securities Act and all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
          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 and                       October 29, 1996
  --------------------------------------------     President (Principal Executive Officer)
                Gilbert M. Meyer                   
  
  /s/ Max L. Gardner                               Director and Chief Operating Officer            October 29, 1996
  --------------------------------------------
                 Max L. Gardner
  
  /s/ Geoffrey L. Baker                            Director and Chief Development                  October 29, 1996
  --------------------------------------------     and Acquisitions Officer
                Geoffrey L. Baker                  
  
  /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  (Principal             October 31, 1996
  --------------------------------------------     Financial and Accounting Officer)
              Jeffrey B. Van Horn
  5
          Pursuant to the requirements of the Securities Act, the undersigned
  directors who constitute all of the members of the Compensation Committee who
  administer the 1996 Non-Qualified Employee Stock Purchase Plan (or other persons
  who administer the employee benefit plan) have duly caused this registration
  statement to be signed on their behalf by the undersigned, thereunto duly
  authorized, in the City of San Jose, State of California, on October 31, 1996.
  
                                         By: /s/ Gilbert M. Meyer
                                             -------------------------------------
                                             Gilbert M. Meyer
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of
  Bay Apartment Communities, Inc. hereby severally constitute and appoint Gilbert
  M. Meyer and Max L. Gardner, and each of them singly, our true and lawful
  attorneys with full power to them, and each of them singly, to sign for us and
  in our names in the capacities indicated below, the registration statement filed
  herewith and any and all amendments to said registration statement, and
  generally to do all such things in our names and in our capacities as officers
  and directors to enable Bay Apartment Communities, Inc. to comply with the
  provisions of the Securities Act and all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by our said attorneys, or any of them, to said registration statement
  and any and all amendments thereto.
  
           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/ Bruce A. Choate                              Member of  Compensation Committee               October 29, 1996
  --------------------------------------------
                 Bruce A. Choate
  
  /s/ Brenda J. Mixson                             Member of  Compensation Committee               October 29, 1996
  --------------------------------------------
                Brenda J. Mixson
  
  /s/ Thomas H. Nielsen                            Member of  Compensation Committee               October 29, 1996
  --------------------------------------------
                Thomas H. Nielsen
  6
                                    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., Independent Accountants
  
      23.2        Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1
                  hereto)
  
      24.1        Powers of Attorney (included in Part II of this registration
                  statement)
  
      99.1        Bay Apartment Communities, Inc. - 1996 Non-Qualified
                  Employee Stock Purchase Plan
  
      99.2        Bay Apartment Communities, Inc. - 1996 Non-Qualified
                  Employee Stock Purchase Plan - Plan Information Statement
  
                                          6