<PAGE>
 
   As filed with the Securities and Exchange Commission on December 4, 1996

                                                              File No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                  ----------

                        HOMESTEAD VILLAGE INCORPORATED
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                MARYLAND                                74-2770966
     (STATE OR OTHER JURISDICTION           (I.R.S. EMPLOYER IDENTIFICATION NO.)
   OF INCORPORATION OR ORGANIZATION)


   2030 POWERS FERRY ROAD, SUITE 222                      30339
            ATLANTA, GEORGIA                            (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                (770) 303-2200

                        HOMESTEAD VILLAGE INCORPORATED
                         1996 LONG-TERM INCENTIVE PLAN
                           (FULL TITLE OF THE PLAN)

                               JEFFREY A. KLOPF
                                   SECRETARY
                       2030 POWERS FERRY ROAD, SUITE 222
                            ATLANTA, GEORGIA  30339
                                (770) 303-2200
                              (AGENT FOR SERVICE)

                                  ----------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
                                                Proposed         Proposed
                                                 Maximum          Maximum      
  Title of Securities      Amount to be      Offering Price      Aggregate         Amount of
   to be Registered         Registered         Per Share*     Offering Price*   Registration Fee
------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>              <C>               <C>
Common Stock, $.01 par
value                    4,000,000 Shares        $15.1875     $60,075,000          $18,409.10
================================================================================================
</TABLE>

*    Estimated solely for the purpose of computing the registration fee on the
     basis of the average of the high and low prices of the Common Stock as 
     reported on the American Stock Exchange on December 2, 1996.

================================================================================
<PAGE>
 
                                    Part II


                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have heretofore been filed by Homestead
Village Incorporated (the "Company" or "Registrant") with the Securities and
Exchange Commission are incorporated by reference herein and shall be deemed to
be a part hereof:

     (a)  The description of Common Stock, $.01 par value per share, included in
          the Company's Registration Statement on Form 8-A (File No. 1-12269)
          filed with the Commission on October 7, 1996;

     (b)  Post-Effective Amendment No. 1 on Form S-1 to Registration Statement
          on Form S-4 filed with the Commission on October 11, 1996 by the
          Company (File No. 333-4455); and

     (c)  Form 10-Q (File No. 333-4455) for the quarters ended June 30, 1996
          and September 30, 1996.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the issuance of the shares of Common Stock registered hereunder
will be passed upon for the Company by the law firm of Mayer, Brown & Platt,
Chicago, Illinois. Mayer, Brown & Platt has represented and is currently
representing the Company and certain of its affiliates.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article Seventh of the Registrant's charter provides as follows with respect to
indemnification of its directors and officers:

     "The Corporation shall have the power, to the maximum extent permitted by
     Maryland law in effect from time to time, to obligate itself to indemnify
     and to pay or reimburse reasonable expenses in advance of final disposition
     of a proceeding to (a) any individual who is a present or former director
     or officer of the Corporation or (b) any individual who, while a director
     or officer of the Corporation and at the request of the Corporation, serves
     or has served as a director, officer, partner or trustee of another
     corporation, partnership, joint venture, trust, employee benefit plan or
     any other enterprise from and against any claim or liability which such
     person may incur by reason of his or her status as a present or former
     director or officer of the Corporation. The Corporation shall have the
     power, with the approval of its Board of Directors, to provide such
     indemnification and advancement of expenses to a person who served a
<PAGE>
 
     predecessor of the Corporation in any of the capacities described in (a) or
     (b) above and to any employee or agent of the Corporation or a predecessor
     of the Corporation."

Article Eleventh of the Registrant's charter provides as follows with respect to
limitation of liability of its directors and officers:

     "To the maximum extent that Maryland law in effect from time to time
     permits limitation of the liability of directors and officers of a Maryland
     corporation, no director or officer of the Corporation shall be liable to
     the Corporation or its stockholders for money damages. Neither the
     amendment nor repeal of this Article ELEVENTH, nor the adoption or
     amendment of any other provision of the charter or Bylaws of the
     Corporation inconsistent with this Article ELEVENTH, shall apply to or
     affect in any respect the applicability of the preceding sentence with
     respect to any act or failure to act which occurred prior to such
     amendment, repeal or adoption."

Article XII of the Registrant's Bylaws provides as follows with respect to
indemnification of its directors and officers:

     "To the maximum extent permitted by Maryland law in effect from time to
     time, the Corporation, without requiring a preliminary determination of the
     ultimate entitlement to indemnification, shall indemnify and shall pay or
     reimburse reasonable expenses in advance of final disposition of a
     proceeding to (a) any individual who is a present or former director or
     officer of the Corporation and who is made a party to the proceeding by
     reason of his service in that capacity or (b) any individual who, while a
     director of the Corporation and at the request of the Corporation, serves
     or has served another corporation, partnership, joint venture, trust,
     employee benefit plan or any other enterprise as a director, officer,
     partner or trustee of such corporation, partnership, joint venture, trust,
     employee benefit plan or other enterprise and who is made a party to the
     proceeding by reason of his service in that capacity. The Corporation may,
     with the approval of its Board of Directors, provide such indemnification
     and advance for expenses to a person who served a predecessor of the
     Corporation in any of the capacities described in (a) or (b) above and to
     any employee or agent of the Corporation or a predecessor of the
     Corporation."

     "Neither the amendment nor repeal of this Article, nor the adoption or
     amendment of any other provision of the Bylaws or charter of the
     Corporation inconsistent with this Article, shall apply to or affect in any
     respect the applicability of the preceding paragraph with respect to any
     act or failure to act which occurred prior to such amendment, repeal or
     adoption."

     In addition, the Registrant has entered into indemnity agreements with each
of its officers and Directors which provide for reimbursement of all expenses
and liabilities of such officer or Director, arising out of any lawsuit or claim
against such officer or Director due to the fact that he was or is serving as an
officer or Director, except for such liabilities and expenses (a) the payment of
which is judicially determined to be unlawful, (b) relating to claims under
Section 16(b) of the Securities Exchange Act of 1934, or (c) relating to
judicially determined criminal violations.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits.
<PAGE>
 
ITEM 9.  UNDERTAKINGS.

A.  Rule 415 Offering.
    ------------------

     The undersigned registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)    To include any prospectus required by section 10(a)(3) of the
                 Securities Act of 1933;

          (ii)   To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement;

          (iii)  To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;

                 Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
                 not apply if the registration statement is on Form S-3 or Form
                 S-8, and the information required to be included in a post-
                 effective amendment by those paragraphs is contained in
                 periodic reports filed by the registrant pursuant to section 13
                 or section 15(d) of the Exchange Act that are incorporated by
                 reference in the registration statement.

     2.   That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

B.  Filings Incorporating Subsequent Exchange Act Documents by Reference.
    ---------------------------------------------------------------------

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C.  Indemnification of Directors and Officers.
    ------------------------------------------

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
<PAGE>
 
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on December 3, 1996.

                                       HOMESTEAD VILLAGE INCORPORATED

                                       By /s/ David C. Dressler, Jr.
                                          ----------------------------
                                          David C. Dressler, Jr.
                                          Co-Chairman


                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints David C.
Dressler, Michael D. Cryan, Jeffrey A. Klopf and Ariel Amir, and each of them
singly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his substitute or nominee, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on December 3, 1996.

<TABLE>
<CAPTION>
              Signature                                 Title
              ---------                                 -----
<S>                                    <C> 

/s/ David C. Dressler, Jr.             Co-Chairman, President and Director
-----------------------------          (Principal Executive Officer)
    David C. Dressler, Jr.


/s/ Michael D. Cryan                   Co-Chairman, Chief Operating Officer
-----------------------------          and Director
    Michael D. Cryan

 
/s/ Robert E. Clark                    Vice President, Treasurer and
-----------------------------          Controller (Principal Financial and
    Robert E. Clark                    Accounting Officer)
 

/s/ John P. Frazee, Jr.                Director
-----------------------------         
    John P. Frazee, Jr.


/s/ Patricia Will                      Director
-----------------------------
    Patricia Will
</TABLE>

<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------

<TABLE> 
<CAPTION> 


Exhibit
Number    Description of Document
------    -----------------------
<S>       <C> 
3.1       Articles of Amendment and Restatement to the Registrant' Charter
          (Incorporated by reference to Exhibit 3.1 to the Registrant's
          Registration Statement on Form S-4, File No. 333-4455)
       
3.2       Amended and Restated By-Laws of the Registrant (Incorporated by
          reference to Exhibit 3.2 to the Registrant's Registration Statement on
          Form S-4, File No. 333-4455)
       
4         Homestead Village Incorporated 1996 Long-Term Incentive Plan
       
5         Opinion of Mayer, Brown & Platt
       
15        Letter regarding unaudited interim financial information

23.1      Consent of Mayer, Brown & Platt (included in its opinion filed as
          Exhibit 5 hereto)
       
23.2      Consent of KPMG Peat Marwick LLP
       
23.3      Consent of Ernst & Young LLP
       
24.1      Power of Attorney (included on signature page)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 LONG TERM INCENTIVE PLAN", "secsgml_size_bytes": 17892}]
{"company-data": {"conformed-name": "HOMESTEAD VILLAGE INC", "cik": "0001013256", "assigned-sic": "7011", "irs-number": "742770966", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17243", "film-number": "96675696"}, "business-address": {"street1": "125 LINCOLN AVE", "city": "SANTA FE", "state": "NM", "zip": "87501", "phone": "9158773900"}, "former-company": {"former-conformed-name": "HOMESTEAD VILLAGE PROPERTIES INC", "date-changed": "19960430"}}
As filed with the Securities and Exchange Commission on December 4, 1996

                                                              File No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                  ----------

                        HOMESTEAD VILLAGE INCORPORATED
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                MARYLAND                                74-2770966
     (STATE OR OTHER JURISDICTION           (I.R.S. EMPLOYER IDENTIFICATION NO.)
   OF INCORPORATION OR ORGANIZATION)

   2030 POWERS FERRY ROAD, SUITE 222                      30339
            ATLANTA, GEORGIA                            (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                (770) 303-2200

                        HOMESTEAD VILLAGE INCORPORATED
                         1996 LONG-TERM INCENTIVE PLAN
                           (FULL TITLE OF THE PLAN)

                               JEFFREY A. KLOPF
                                   SECRETARY
                       2030 POWERS FERRY ROAD, SUITE 222
                            ATLANTA, GEORGIA  30339
                                (770) 303-2200
                              (AGENT FOR SERVICE)

                                  ----------

                        CALCULATION OF REGISTRATION FEE
================================================================================================
                                                Proposed         Proposed
                                                 Maximum          Maximum      
  Title of Securities      Amount to be      Offering Price      Aggregate         Amount of
   to be Registered         Registered         Per Share*     Offering Price*   Registration Fee
------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value                    4,000,000 Shares        $15.1875     $60,075,000          $18,409.10
================================================================================================
*    Estimated solely for the purpose of computing the registration fee on the
     basis of the average of the high and low prices of the Common Stock as 
     reported on the American Stock Exchange on December 2, 1996.

================================================================================
Part II

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have heretofore been filed by Homestead
Village Incorporated (the "Company" or "Registrant") with the Securities and
Exchange Commission are incorporated by reference herein and shall be deemed to
be a part hereof:

     (a)  The description of Common Stock, $.01 par value per share, included in
          the Company's Registration Statement on Form 8-A (File No. 1-12269)
          filed with the Commission on October 7, 1996;

     (b)  Post-Effective Amendment No. 1 on Form S-1 to Registration Statement
          on Form S-4 filed with the Commission on October 11, 1996 by the
          Company (File No. 333-4455); and

     (c)  Form 10-Q (File No. 333-4455) for the quarters ended June 30, 1996
          and September 30, 1996.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the issuance of the shares of Common Stock registered hereunder
will be passed upon for the Company by the law firm of Mayer, Brown & Platt,
Chicago, Illinois. Mayer, Brown & Platt has represented and is currently
representing the Company and certain of its affiliates.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article Seventh of the Registrant's charter provides as follows with respect to
indemnification of its directors and officers:

     "The Corporation shall have the power, to the maximum extent permitted by
     Maryland law in effect from time to time, to obligate itself to indemnify
     and to pay or reimburse reasonable expenses in advance of final disposition
     of a proceeding to (a) any individual who is a present or former director
     or officer of the Corporation or (b) any individual who, while a director
     or officer of the Corporation and at the request of the Corporation, serves
     or has served as a director, officer, partner or trustee of another
     corporation, partnership, joint venture, trust, employee benefit plan or
     any other enterprise from and against any claim or liability which such
     person may incur by reason of his or her status as a present or former
     director or officer of the Corporation. The Corporation shall have the
     power, with the approval of its Board of Directors, to provide such
     indemnification and advancement of expenses to a person who served a
predecessor of the Corporation in any of the capacities described in (a) or
     (b) above and to any employee or agent of the Corporation or a predecessor
     of the Corporation."

Article Eleventh of the Registrant's charter provides as follows with respect to
limitation of liability of its directors and officers:

     "To the maximum extent that Maryland law in effect from time to time
     permits limitation of the liability of directors and officers of a Maryland
     corporation, no director or officer of the Corporation shall be liable to
     the Corporation or its stockholders for money damages. Neither the
     amendment nor repeal of this Article ELEVENTH, nor the adoption or
     amendment of any other provision of the charter or Bylaws of the
     Corporation inconsistent with this Article ELEVENTH, shall apply to or
     affect in any respect the applicability of the preceding sentence with
     respect to any act or failure to act which occurred prior to such
     amendment, repeal or adoption."

Article XII of the Registrant's Bylaws provides as follows with respect to
indemnification of its directors and officers:

     "To the maximum extent permitted by Maryland law in effect from time to
     time, the Corporation, without requiring a preliminary determination of the
     ultimate entitlement to indemnification, shall indemnify and shall pay or
     reimburse reasonable expenses in advance of final disposition of a
     proceeding to (a) any individual who is a present or former director or
     officer of the Corporation and who is made a party to the proceeding by
     reason of his service in that capacity or (b) any individual who, while a
     director of the Corporation and at the request of the Corporation, serves
     or has served another corporation, partnership, joint venture, trust,
     employee benefit plan or any other enterprise as a director, officer,
     partner or trustee of such corporation, partnership, joint venture, trust,
     employee benefit plan or other enterprise and who is made a party to the
     proceeding by reason of his service in that capacity. The Corporation may,
     with the approval of its Board of Directors, provide such indemnification
     and advance for expenses to a person who served a predecessor of the
     Corporation in any of the capacities described in (a) or (b) above and to
     any employee or agent of the Corporation or a predecessor of the
     Corporation."

     "Neither the amendment nor repeal of this Article, nor the adoption or
     amendment of any other provision of the Bylaws or charter of the
     Corporation inconsistent with this Article, shall apply to or affect in any
     respect the applicability of the preceding paragraph with respect to any
     act or failure to act which occurred prior to such amendment, repeal or
     adoption."

     In addition, the Registrant has entered into indemnity agreements with each
of its officers and Directors which provide for reimbursement of all expenses
and liabilities of such officer or Director, arising out of any lawsuit or claim
against such officer or Director due to the fact that he was or is serving as an
officer or Director, except for such liabilities and expenses (a) the payment of
which is judicially determined to be unlawful, (b) relating to claims under
Section 16(b) of the Securities Exchange Act of 1934, or (c) relating to
judicially determined criminal violations.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits.
ITEM 9.  UNDERTAKINGS.

A.  Rule 415 Offering.
    ------------------

     The undersigned registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)    To include any prospectus required by section 10(a)(3) of the
                 Securities Act of 1933;

          (ii)   To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement;

          (iii)  To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;

                 Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
                 not apply if the registration statement is on Form S-3 or Form
                 S-8, and the information required to be included in a post-
                 effective amendment by those paragraphs is contained in
                 periodic reports filed by the registrant pursuant to section 13
                 or section 15(d) of the Exchange Act that are incorporated by
                 reference in the registration statement.

     2.   That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

B.  Filings Incorporating Subsequent Exchange Act Documents by Reference.
    ---------------------------------------------------------------------

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C.  Indemnification of Directors and Officers.
    ------------------------------------------

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on December 3, 1996.

                                       HOMESTEAD VILLAGE INCORPORATED

                                       By /s/ David C. Dressler, Jr.
                                          ----------------------------
                                          David C. Dressler, Jr.
                                          Co-Chairman

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints David C.
Dressler, Michael D. Cryan, Jeffrey A. Klopf and Ariel Amir, and each of them
singly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his substitute or nominee, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on December 3, 1996.
Signature                                 Title
              ---------                                 -----
/s/ David C. Dressler, Jr.             Co-Chairman, President and Director
-----------------------------          (Principal Executive Officer)
    David C. Dressler, Jr.

/s/ Michael D. Cryan                   Co-Chairman, Chief Operating Officer
-----------------------------          and Director
    Michael D. Cryan

 
/s/ Robert E. Clark                    Vice President, Treasurer and
-----------------------------          Controller (Principal Financial and
    Robert E. Clark                    Accounting Officer)
 

/s/ John P. Frazee, Jr.                Director
-----------------------------         
    John P. Frazee, Jr.

/s/ Patricia Will                      Director
-----------------------------
    Patricia Will
INDEX TO EXHIBITS
                               -----------------
Exhibit
Number    Description of Document
------    -----------------------
3.1       Articles of Amendment and Restatement to the Registrant' Charter
          (Incorporated by reference to Exhibit 3.1 to the Registrant's
          Registration Statement on Form S-4, File No. 333-4455)
       
3.2       Amended and Restated By-Laws of the Registrant (Incorporated by
          reference to Exhibit 3.2 to the Registrant's Registration Statement on
          Form S-4, File No. 333-4455)
       
4         Homestead Village Incorporated 1996 Long-Term Incentive Plan
       
5         Opinion of Mayer, Brown & Platt
       
15        Letter regarding unaudited interim financial information

23.1      Consent of Mayer, Brown & Platt (included in its opinion filed as
          Exhibit 5 hereto)
       
23.2      Consent of KPMG Peat Marwick LLP
       
23.3      Consent of Ernst & Young LLP
       
24.1      Power of Attorney (included on signature page)