EXHIBIT 8.1

                  [Letterhead of Goodwin, Procter & Hoar  LLP]



                               December 16, 1997


Avalon Properties, Inc.
15 River Road
Wilton, CT   06897

Ladies and Gentlemen:

    These opinions are delivered to you in our capacity as counsel to Avalon
Properties, Inc. (the "Company") in connection with the Form S-3 Registration
Statement (the "Registration Statement") to be filed on December 17, 1997 by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to up to $400,000,000 of the Company's Debt
Securities, Preferred Stock, Common Stock and Warrants.  These opinions relate
to the Company's qualification for federal income tax purposes as a real estate
investment trust (a "REIT") under the Internal Revenue Code of l986, as amended
(the "Code"), for taxable years commencing with the Company's taxable year
ending December 31, l993.

    In rendering the following opinions, we have examined the Articles of
Incorporation  and Bylaws of the Company and such other records, certificates
and documents as we have deemed necessary or appropriate for purposes of
rendering the opinions set forth herein.

    We have reviewed the Registration Statement and the descriptions set forth
therein of the Company and its investments and activities.  We have relied upon
the representations of officers of the Company that the Company has been and
will be owned and operated in such a manner that the Company has and will
continue to satisfy the requirements for qualification as a REIT under the Code.
We have neither independently investigated nor verified such representations,
and we assume that such representations are true, correct and complete, and that
all representations made "to the best knowledge and belief of any person(s) or
party(ies) are and will be true, correct and complete as if made without such
qualification.  We assume that the Company has been and will be operated in
accordance with applicable laws and the terms and conditions of applicable
documents.  In addition, we have relied on certain additional facts and
assumptions described below.

    In rendering the opinions set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents submitted to us as copies, (iv) the
conformity of final documents to all documents submitted to us as drafts, (v)
the authority and capacity of the individual or individuals who executed any
such documents on behalf of any person, (vi) the accuracy and completeness of
all records made available to us and (vii) the factual accuracy of all
representations, warranties and other statements made by all parties.  We have
also assumed, without investigation, that all documents, certificates,
representations, warranties and covenants on which we have relied in rendering
the opinions set forth below and that were given or dated earlier than the date
of this letter continue to remain accurate, insofar as relevant to the opinions
set forth herein, from such earlier date through and including the date of this
letter.

    The conclusions set forth below are based upon the Code, the Income Tax
Regulations and Procedure and Administration Regulations promulgated thereunder
and existing administrative and judicial interpretations thereof, all of which
are subject to change.  No assurance can therefore be given that the federal
income tax consequences described below will not be altered in the future.

    Based upon and subject to the foregoing, we are of the opinion that (i)
commencing with the Company's taxable year ending December 31, 1993, the Company
has been organized in conforming with the requirements for qualification as a
real estate investment trut under the Code, (ii) the form of organization of the
Company, its operations through the date hereof and its proposed operations for
future periods, are

 
Avalon Properties, Inc.
December 16, 1997
Page 2


such as to enable the Company to qualify as a REIT under the Code for subsequent
taxable years provided that in each such year the Company meets the applicable
asset composition, source of income, shareholder diversification, distribution,
recordkeeping and other requirements of the Code necessary for a corporation to
qualify as a REIT, and (iii) the statements in the Registration Statement set
forth under the caption "Federal Income Tax Considerations," to the extent such
information constitutes matters of law, summaries of legal matters, or legal
conclusions, have been reviewed by us and are accurate in all respects.

    We express no opinion with respect to the transactions described herein and
in the Registration Statement other than those expressly set forth herein.  You
should recognize that our opinions are not binding on the Internal Revenue
Service ("the IRS") and that the IRS may disagree with the opinions contained
herein.  Although we believe that our opinions will be sustained if challenged,
there can be no assurance that this will be the case.  Except as specifically
discussed above, the opinions expressed herein are based upon the law as it
currently exists.  Consequently, future changes in the law may cause the federal
income tax treatment of the transactions described herein to be materially and
adversely different from that described above.

    We consent to being named as Counsel to the Company in the Registration
Statement, to the references in the Registration Statement to our firm and to
the inclusion of this opinion letter as an exhibit to the Registration
Statement.

                                  Very truly yours,

                                  /s/ Goodwin, Procter & Hoar  LLP

                                  Goodwin, Procter & Hoar  LLP