SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Avalon Properties, Inc.
(Name of Issuer)
Common Stock $.01 par value
(Title of Class of Securities)
053469 10 2
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
CUSIP No._053469 10 2_ 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Allstate Corporation
36-3871531
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 1,435,075
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
1,435,075
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,435,075
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9)EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1 (a) Name of Issuer:
Avalon Properties, Inc.
(b) Address of Issuer's Principal Executive Offices:
15 River Road
Wilton, CT 06897
Item 2 (a) Name of Person Filing:
The Allstate Corporation
(b) Address of Principal Business Office:
2775 Sanders Road
Northbrook, Illinois 60062-6127
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
053469 10 2
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) ( ) Broker or Dealer registered under Section 15 of the
Act
(b) ( ) Bank as defined in section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ( ) Investment Company registered under section 8 of the
Investment Company Act
(e) ( ) Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
subparagraph 240.13d-1(b)(1)(ii)(F)
(g) (XX) Parent Holding Company, in accordance with sub-
paragraph 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with subparagraph 240.13d-1
(b)(1)(ii)(H)
Page 3 of 5 Pages
<PAGE>
Item 4 Ownership.
If the percent of the class owned, as of
December 31 of the year covered by the
statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide
the following information as of that date
and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned:
(b) Percent of Class:
(c) Number of shares as to which such person
(1) has:
(i) sole power to vote or to direct the
vote
(ii) shared power to vote or to direct the
vote
(iii) sole power to dispose or to direct the
disposition of
(iv) shared power to dispose or to direct
the disposition of
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following (XX).
Item 6 Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Page 4 of 5 Pages
<PAGE>
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security being Reported on by the Parent Holding
Company.
Allstate Insurance Company is an insurance
company as that term is defined in Section
3(a)(19) of the Securities Exchange Act of
1934.
Item 8 Identification and Classification of Members of the Group.
N/A
Item 9 Notice of Dissolution of Group.
N/A
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 21, 1997
THE ALLSTATE CORPORATION
By ALLSTATE INSURANCE COMPANY
By /s/ Mary J. McGinn
------------------
Mary J. McGinn
Vice President
Page 5 of 5 Pages
