SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



               Date of Report (Date of earliest event reported):
                                DECEMBER 9, 1997


                            AVALON PROPERTIES, INC.
             (Exact name of Registrant as specified in its charter)


 
 
       MARYLAND                          1-12452             06-1379111
(State or other jurisdiction         (Commission File        (I.R.S. Employer
       of incorporation)                  Number)            Identification No.)
 


                    15 RIVER ROAD, WILTON, CONNECTICUT 06897
             (Address of principal executive offices and zip code)



              Registrant's telephone number, including area code:
                                  203-761-6500


 
     ITEM 5.  OTHER EVENTS

     On December 9, 1997 Avalon Properties, Inc. (the "Company") sold 3,500,000
shares of its common stock, par value $.01 per share, to PaineWebber
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities Inc., Smith Barney Inc. under its existing shelf registration
statement at a per share price to the public of $30.125.  The Company intends to
use the net cash proceeds from the sale of the Common Stock (approximately
$99,902,500) to fund a portion of the purchase price of the certain apartment
communities expected to be acquired from owners of real estate affiliated with
Trammell Crow Residential Midwest (the "New Communities"), to reduce outstanding
borrowings under the Company's unsecured credit facilities incurred for
acquisition and development activity, and for general corporate purposes,
including potential future acquisitions and development other than the New
Communities.

                                       2

 
     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.

     (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED:

          Not Applicable

     (b) PRO FORMA FINANCIAL INFORMATION:

          Not Applicable

     (c)  EXHIBITS:

Exhibit No.
- -----------

     1.1  Underwriting Agreement dated December 3, 1997.

     1.2  Price Determination Agreement dated December 3, 1997.

                                       3

 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:     December 11, 1997         AVALON PROPERTIES, INC.



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

                                       4