Avalonbay Communities Inc – ‘305B2’ on 1/7/98

As of:  Wednesday, 1/7/98   ·   Accession #:  950135-98-35   ·   File #:  333-41511

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Statement of Eligibility of a Corporation Designated to Act as Trustee   —   Form T-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 305B2       Bay Apartment Communities, Inc.                        3     16K 
 2: EX-6        Consent of Trustee                                     1      5K 
 3: EX-7        Consolidated Report                                    2     11K 

305B2   —   Bay Apartment Communities, Inc.
Document Table of Contents

305B2
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

 ---------

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2) X
                                           ---

 STATE STREET BANK AND TRUST COMPANY
 (Exact name of trustee as specified in its charter)

        Massachusetts                                     04-1867445
 (Jurisdiction of incorporation or                        (I.R.S. Employer
organization if not a U.S. national bank)                   Identification No.) 

225 Franklin Street, Boston, Massachusetts 02110
 (Address of principal executive offices) (Zip Code)

  John R. Towers, Esq., Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
 (Name, address and telephone number of agent for service)

 BAY APARTMENT COMMUNITIES, INC.
 (Exact name of obligor 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, CALIFORNIA 95129
(408) 983-1500
 (Address of principal executive offices) (Zip Code)

SENIOR DEBT SECURITIES

 (Title of indenture securities)

305B2
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 GENERAL

ITEM 1.   GENERAL INFORMATION.                                                  

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:        

      (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT.                                                            

                  Department of Banking and Insurance of The Commonwealth of
                   Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

         Board of Governors of the Federal Reserve System,
                Washington, D.C., Federal Deposit Insurance Corporation,
Washington, D.C.                        

    (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

                 Trustee is authorized to exercise corporate trust powers.

ITEM 2.   AFFILIATIONS WITH OBLIGOR.                                            

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.                                                                    

                The obligor is not an affiliate of the trustee or of its
parent, State Street Corporation.       

(See note on page 2.)                   

ITEM 3. THROUGH ITEM 15.      NOT APPLICABLE.                                   

ITEM 16.  LIST OF EXHIBITS.                                                     

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF  
ELIGIBILITY.                                                                    

     1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
EFFECT.                                                                         

                    A copy of the Articles of Association of the trustee, as now
        in effect, is on file with the Securities and Exchange Commission as
    Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and
   Qualification of Trustee (Form T-1) filed with the Registration
         Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated
herein by reference thereto.                                

        2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.                      

               A copy of a Statement from the Commissioner of Banks of
     Massachusetts that no certificate of authority for the trustee to
 commence business was necessary or issued is on file with the
         Securities and Exchange Commission as Exhibit 2 to Amendment No. 1 to
        the Statement of Eligibility and Qualification of Trustee (Form T-1)
       filed with the Registration Statement of Morse Shoe, Inc. (File No.
22-17940) and is incorporated herein by reference thereto.  

       3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED 
IN PARAGRAPH (1) OR (2), ABOVE.                                                 

              A copy of the authorization of the trustee to exercise
      corporate trust powers is on file with the Securities and Exchange
  Commission as Exhibit 3 to Amendment No. 1 to the Statement of
      Eligibility and Qualification of Trustee (Form T-1) filed with the
         Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.                   

    4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.                                                          

                  A copy of the by-laws of the trustee, as now in effect, is
       on file with the Securities and Exchange Commission as Exhibit 4 to
        the Statement of Eligibility and Qualification of Trustee (Form T-1)
         filed with the Registration Statement of Eastern Edison Company (File
  No. 33-37823) and is incorporated herein by reference thereto.

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        5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS
IN DEFAULT.                                                                     

Not applicable.                         

       6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
SECTION 321(b) OF THE ACT.                                                      

                    The consent of the trustee required by Section 321(b) of the
Act is annexed hereto as Exhibit 6 and made a part hereof.  

        7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.  

               A copy of the latest report of condition of the trustee
       published pursuant to law or the requirements of its supervising or
      examining authority is annexed hereto as Exhibit 7 and made a part
hereof.                                                     

 NOTES

        In answering any item of this Statement of Eligibility which relates
to matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the     
obligor and the underwriters, and the trustee disclaims responsibility for the  
accuracy or completeness of such information.                                   

         The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would  
have been required to be stated if known at the date hereof.                    

 SIGNATURE

       Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation        
organized and existing under the laws of The Commonwealth of Massachusetts, has 
duly caused this statement of eligibility to be signed on its behalf by the     
undersigned, thereunto duly authorized, all in the City of Boston and The       
Commonwealth of Massachusetts, on JANUARY 6, 1998.                              

                           STATE STREET BANK AND TRUST COMPANY

               By:  /s/ Robert J. Dunn
                                 -------------------------------
                      NAME  ROBERT J. DUNN
                      TITLE VICE PRESIDENT

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Dates Referenced Herein   and   Documents Incorporated by Reference

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