SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                            Avalon Properties, Inc.
                            -----------------------
             (Exact name of registrant as specified in its charter)


                Maryland                                  06-1379111
- ----------------------------------------         -------------------------------
(State of incorporation or organization)         (I.R.S. Employer Identification
No.)

15 River Road, Wilton, Connecticut                    06897
- ----------------------------------                 -----------
(Address of principal executive offices)            (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

                                                       Name of Exchange on
Title of Class to be so Registered              which Class is to be Registered
- ----------------------------------              -------------------------------

[___%]  Series B Cumulative Redeemable
Preferred Stock, par value $.01 per share         New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

    Not Applicable


 
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

       A description of the [__%] Series B Cumulative Redeemable Preferred
Stock, par value $.01 per share of the Registrant is contained in a Rule 424(b)
Prospectus Supplement supplementing the Registrant's Registration Statement on
Form S-3, No. 333-00766, which became effective on February 13, 1996, which
Prospectus Supplement shall be deemed to be incorporated herein by reference for
all purposes.


ITEM 2.  EXHIBITS

       The securities described herein are to be registered on the New York
Stock Exchange, on which other securities of the Registrant are registered.
Accordingly, the following exhibits, required in accordance with Part I to the
Instructions as to Exhibits on Form 8-A, have been duly filed with the New York
Stock Exchange:

         (1)  Form of Articles Supplementary to Amended and Restated Articles of
              Incorporation Establishing and Fixing the Rights and Preferences
              of a Series of Shares of Preferred Stock (_% Series B Cumulative
              Redeemable Preferred Stock, par value $.01 per share).

         (2)  Articles Supplementary to Amended and Restated Articles of
              Incorporation Establishing and Fixing the Rights and Preferences
              of a Series of Shares of Preferred Stock (9% Series A Cumulative
              Redeemable Preferred Stock, par value $.01 per share).

         (3)  Amended and Restated Articles of Incorporation of Registrant.

         (4)  Amended and Restated Bylaws of Registrant.
                                        

                                       2

 
                                   SIGNATURE


       Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                              Avalon Properties, Inc.



                              By: /s/ Thomas J. Sargeant    
                                  -------------------------
                                   Thomas J. Sargeant
                                   Chief Financial Officer and Secretary

October 16, 1996

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