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                                                                 EXHIBIT 3(ii).3

                           AVALONBAY COMMUNITIES, INC.

                             SECRETARY'S CERTIFICATE

                               AMENDMENT TO BYLAWS

On May 5, 1999, at a duly called and held meeting of the Board of Directors of
AvalonBay Communities, Inc. (the "Company"), the Board adopted the following
amendment to the Company's Bylaws:

            To modify the first sentence of Section 4.01 as indicated below
            (additions are CAPITALIZED, deletions are [bracketed]):

                    "The Corporation shall have an Executive Chairman of the
                    Board, a Chief Executive Officer, a President, A CHIEF
                    OPERATING OFFICER, A CHIEF FINANCIAL OFFICER, one or more
                    Vice Presidents (including VICE PRESIDENTS OF VARYING
                    DEGREES, SUCH AS Executive [Vice Presidents], REGIONAL or
                    Senior Vice Presidents), a Secretary, a Treasurer (who shall
                    also be the Chief Financial Officer of the Corporation) and
                    such Assistant Secretaries and Assistant Treasurers and such
                    other officers as the Board of Directors, or any committee
                    or officer appointed by the Board of Directors for such
                    purpose, may from time to time elect.

                    IN WITNESS WHEREOF, the undersigned has signed this
                    certificate as of May 5, 1999.

                                        AVALONBAY COMMUNITIES, INC.

                                        /s/  Edward M. Schulman

                                        Name:       Edward M. Schulman
                                        Title:      Secretary