<PAGE>   1

As filed with the Securities and Exchange Commission on October 1, 1996.
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------
                            SPIEKER PROPERTIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             MARYLAND                               94-3185802
(State or Other Jurisdiction of                  (I.R.S. Employer
 Incorporation or Organization)               Identification Number)

                               2180 SAND HILL ROAD
                          MENLO PARK, CALIFORNIA 94025
                                 (415) 854-5600
                    (Address of Principal Executive Offices)

                            SPIEKER PROPERTIES, L. P.
                   SPIEKER PROPERTIES RETIREMENT SAVINGS PLAN
                              (Full Title of Plans)
                                 ---------------
                                 CRAIG G. VOUGHT
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                               2180 SAND HILL ROAD
                          MENLO PARK, CALIFORNIA 94025
                     (Name and Address of Agent for Service)

                                 (415) 854-5600
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                            STEPHEN J. SCHRADER, ESQ.
                             JUSTIN L. BASTIAN, ESQ.
                             MORRISON & FOERSTER LLP
                               755 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (415) 813-5600
                                 ---------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                                                                                  PROPOSED
                                                             MAXIMUM              PROPOSED MAXIMUM                AMOUNT OF
    TITLE OF SECURITIES            AMOUNT TO             OFFERING PRICE          AGGREGATE OFFERING             REGISTRATION
     TO BE REGISTERED            BE REGISTERED            PER SHARE(1)                PRICE(1)                       FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                     <C>                      <C>                          <C>      
Common Stock, $.0001
par value per share                 100,000                 $29.1875                 $2,918,750                   $1,006.47
==============================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rules 457(h) and (c) under the Securities Act of 1933, based
    upon an average of the high and low prices of Spieker Properties, Inc.
    common stock reported on the New York Stock Exchange on September 27, 1996.

    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the Spieker Properties Retirement Savings
    Plan described herein.

==========================================================================
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION BY REFERENCE TO PRIOR FORM S-8.

            In accordance with General Instruction E to Form S-8, the contents
of the Registrant's Registration Statements on Form S-8, Commission File No.
33-74736, including exhibits thereto, are hereby incorporated by reference into
this Registration Statement, except as the same may be modified by the
information set forth herein.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Spieker Properties, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:

    (a) The Registrant's Annual Reports on Form 10-K and Form 10-K/A (Amendment
No. 1) for the Fiscal Year ended December 31, 1995, each as filed with the
Commission;

    (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 and Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, each as filed with the Commission;

    (c) The Registrant's Current Report on Form 8-K dated July 15, 1996, the
Registrant's Current Report on Form 8-K dated June 18, 1996, the Registrant's
Current Report on Form 8-K dated February 26, 1996 and the Registrant's Current
Report on Form 8-K dated January 24, 1996, each filed with the Commission; and

    (d) The description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 1-12528), filed with the
Commission under the Exchange Act and including any amendment or report filed
for the purposes of updating such description.

    All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and 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 by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 8. EXHIBITS.

                  4.1   Articles of Incorporation, as amended, of the Registrant
                        (incorporated by reference to Exhibit 3.1 to the
                        Registrant's Registration Statement on Form S-11 (File
                        No. 33-67906))

                                      II-2
<PAGE>   3
                  4.2   Articles Supplementary of Spieker Properties, Inc. for
                        Series A Preferred Stock (incorporated by reference to
                        Exhibit 4.2 to Spieker Properties, Inc.'s Report on Form
                        10-Q for the quarter ended March 31, 1994)

                  4.3   Articles Supplementary of Spieker Properties, Inc. for
                        Class B Common Stock (incorporated by reference to
                        Exhibit 4.2 to Spieker Properties, Inc.'s Report on Form
                        10-Q for the quarter ended March 31, 1995)

                  4.4   Articles Supplementary of Spieker Properties, Inc. for
                        the Series B Preferred Stock (incorporated by reference
                        to Exhibit 3.5 to Spieker Properties, Inc.'s Report on
                        Form 10-K for the Fiscal Year ended December 31, 1995)

                  4.5   Articles Supplementary of Spieker Properties, Inc. for
                        the Class C Common Stock (incorporated by reference to
                        Exhibit 3.6 to Spieker Properties, Inc.'s Report on Form
                        10-K for the Fiscal Year ended December 31, 1995)

                  4.6   Articles of Amendment of Spieker Properties, Inc.
                        (incorporated by reference to Exhibit 3.2 to the
                        Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 1996)

                  4.7   Spieker Properties Retirement Savings Plan and Trust
                        Agreement

                  23.1  Consent of Arthur Andersen LLP

                  24.1  Power of Attorney (See page II-4)

    In accordance with Item 8(b) of Form S-8 the Registrant hereby undertakes to
submit the Spieker Properties Retirement Savings Plan and Trust Agreement and
any amendments thereto (the "Plan") to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.

                                      II-3
<PAGE>   4
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended,
Spieker Properties, Inc. 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 Menlo Park, State of California, on
October 1, 1996.

                                       SPIEKER PROPERTIES, INC.

                                       By:  /s/ Craig G. Vought
                                          -------------------------------------
                                          Craig G. Vought
                                          Executive Vice President and
                                          Chief Financial Officer

                                POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints Warren E.
Spieker, Dennis E. Singleton, John K. French and Craig G. Vought, and each of
them, as attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign any amendment to this Registration Statement and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, 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 or any
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
         Signature                            Title                                    Date
<S>                                    <C>                                      <C>
 /s/  Warren E. Spieker, Jr.           Chairman of the Board,                   October 1, 1996
----------------------------------     Director and
Warren E. Spieker, Jr.                 Chief Executive Officer
                                       (Principal Executive Officer)

 /s/ John K. French                    Executive Vice President,                October 1, 1996
----------------------------------     Chief Operating Officer
John K. French                         and Director

 /s/ Dennis E. Singleton               Executive Vice President,                October 1, 1996
----------------------------------     Chief Investment Officer
Dennis E. Singleton                    and Director
</TABLE>

                                      II-4
<PAGE>   5
<TABLE>
<CAPTION>
<S>                                    <C>                                      <C>
 /s/ Elke Strunka                      Vice President and                       October 1, 1996
----------------------------------     Principal Accounting Officer
Elke Strunka                           (Principal Accounting Officer)

 /s/ Craig G. Vought                   Executive Vice President                October 1 , 1996
----------------------------------     and Chief Financial Officer
Craig G. Vought                        (Principal Financial Officer)

                                       Director                                 October 1, 1996
----------------------------------
Harold M. Messmer

 /s/ David M. Petrone                  Director                                 October 1, 1996
----------------------------------
David M. Petrone

 /s/ William S. Thompson, Jr.          Director                                 October 1, 1996
----------------------------------
William S. Thompson, Jr.
</TABLE>

                                      II-5
<PAGE>   6
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER                       DESCRIPTION
<S>             <C>
      4.1       Articles of Incorporation, as amended, of the Registrant (incorporated
                by reference to Exhibit 3.1 to the Registrant's Registration Statement
                on Form S-11 (File No. 33-67906))

      4.2       Articles Supplementary of Spieker Properties, Inc. for Series A
                Preferred Stock (incorporated by reference to Exhibit 4.2 to Spieker
                Properties, Inc.'s Report on Form 10-Q for the quarter ended March
                31, 1994)

      4.3       Articles Supplementary of Spieker Properties, Inc. for Class B
                Common Stock (incorporated by reference to Exhibit 4.2 to Spieker
                Properties, Inc.'s Report on Form 10-Q for the quarter ended March
                31, 1995)

      4.4       Articles Supplementary of Spieker Properties, Inc. for the Series B
                Preferred Stock (incorporated by reference to Exhibit 3.5 to Spieker
                Properties, Inc.'s Report on Form 10-K for the Fiscal Year ended
                December 31, 1995)

      4.5       Articles Supplementary of Spieker Properties, Inc. for the Class C
                Common Stock (incorporated by reference to Exhibit 3.6 to Spieker
                Properties, Inc.'s Report on Form 10-K for the Fiscal Year ended
                December 31, 1995)

      4.6       Articles of Amendment of Spieker Properties, Inc. (incorporated by
                reference to Exhibit 3.2 to Spieker Properties, Inc.'s Quarterly Report
                on Form 10-Q for the quarter ended June 30, 1996)

      4.7       Spieker Properties Retirement Savings Plan and Trust Agreement

     23.1       Consent of Arthur Andersen LLP

     24.1       Power of Attorney (see page II-4)
</TABLE>

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "SPIEKER PROPERTIES, INC. FORM S-8", "secsgml_size_bytes": 15134}]
{"company-data": {"conformed-name": "SPIEKER PROPERTIES INC", "cik": "0000911361", "assigned-sic": "6798", "irs-number": "943185802", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13169", "film-number": "96637802"}, "business-address": {"street1": "2180 SAND HILL RD", "street2": "STE 200", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "4158545600"}, "mail-address": {"street1": "2180 SAND HILL RD", "street2": "STE 200", "city": "MENLO PARK", "state": "CA", "zip": "94025"}}
1

As filed with the Securities and Exchange Commission on October 1, 1996.
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------
                            SPIEKER PROPERTIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             MARYLAND                               94-3185802
(State or Other Jurisdiction of                  (I.R.S. Employer
 Incorporation or Organization)               Identification Number)

                               2180 SAND HILL ROAD
                          MENLO PARK, CALIFORNIA 94025
                                 (415) 854-5600
                    (Address of Principal Executive Offices)

                            SPIEKER PROPERTIES, L. P.
                   SPIEKER PROPERTIES RETIREMENT SAVINGS PLAN
                              (Full Title of Plans)
                                 ---------------
                                 CRAIG G. VOUGHT
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                               2180 SAND HILL ROAD
                          MENLO PARK, CALIFORNIA 94025
                     (Name and Address of Agent for Service)

                                 (415) 854-5600
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                            STEPHEN J. SCHRADER, ESQ.
                             JUSTIN L. BASTIAN, ESQ.
                             MORRISON & FOERSTER LLP
                               755 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (415) 813-5600
                                 ---------------
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                                                                                  PROPOSED
                                                             MAXIMUM              PROPOSED MAXIMUM                AMOUNT OF
    TITLE OF SECURITIES            AMOUNT TO             OFFERING PRICE          AGGREGATE OFFERING             REGISTRATION
     TO BE REGISTERED            BE REGISTERED            PER SHARE(1)                PRICE(1)                       FEE
------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.0001
par value per share                 100,000                 $29.1875                 $2,918,750                   $1,006.47
==============================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rules 457(h) and (c) under the Securities Act of 1933, based
    upon an average of the high and low prices of Spieker Properties, Inc.
    common stock reported on the New York Stock Exchange on September 27, 1996.

    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the Spieker Properties Retirement Savings
    Plan described herein.

==========================================================================
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION BY REFERENCE TO PRIOR FORM S-8.

            In accordance with General Instruction E to Form S-8, the contents
of the Registrant's Registration Statements on Form S-8, Commission File No.
33-74736, including exhibits thereto, are hereby incorporated by reference into
this Registration Statement, except as the same may be modified by the
information set forth herein.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Spieker Properties, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:

    (a) The Registrant's Annual Reports on Form 10-K and Form 10-K/A (Amendment
No. 1) for the Fiscal Year ended December 31, 1995, each as filed with the
Commission;

    (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 and Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, each as filed with the Commission;

    (c) The Registrant's Current Report on Form 8-K dated July 15, 1996, the
Registrant's Current Report on Form 8-K dated June 18, 1996, the Registrant's
Current Report on Form 8-K dated February 26, 1996 and the Registrant's Current
Report on Form 8-K dated January 24, 1996, each filed with the Commission; and

    (d) The description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 1-12528), filed with the
Commission under the Exchange Act and including any amendment or report filed
for the purposes of updating such description.

    All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and 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 by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 8. EXHIBITS.

                  4.1   Articles of Incorporation, as amended, of the Registrant
                        (incorporated by reference to Exhibit 3.1 to the
                        Registrant's Registration Statement on Form S-11 (File
                        No. 33-67906))

                                      II-2
3
                  4.2   Articles Supplementary of Spieker Properties, Inc. for
                        Series A Preferred Stock (incorporated by reference to
                        Exhibit 4.2 to Spieker Properties, Inc.'s Report on Form
                        10-Q for the quarter ended March 31, 1994)

                  4.3   Articles Supplementary of Spieker Properties, Inc. for
                        Class B Common Stock (incorporated by reference to
                        Exhibit 4.2 to Spieker Properties, Inc.'s Report on Form
                        10-Q for the quarter ended March 31, 1995)

                  4.4   Articles Supplementary of Spieker Properties, Inc. for
                        the Series B Preferred Stock (incorporated by reference
                        to Exhibit 3.5 to Spieker Properties, Inc.'s Report on
                        Form 10-K for the Fiscal Year ended December 31, 1995)

                  4.5   Articles Supplementary of Spieker Properties, Inc. for
                        the Class C Common Stock (incorporated by reference to
                        Exhibit 3.6 to Spieker Properties, Inc.'s Report on Form
                        10-K for the Fiscal Year ended December 31, 1995)

                  4.6   Articles of Amendment of Spieker Properties, Inc.
                        (incorporated by reference to Exhibit 3.2 to the
                        Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 1996)

                  4.7   Spieker Properties Retirement Savings Plan and Trust
                        Agreement

                  23.1  Consent of Arthur Andersen LLP

                  24.1  Power of Attorney (See page II-4)

    In accordance with Item 8(b) of Form S-8 the Registrant hereby undertakes to
submit the Spieker Properties Retirement Savings Plan and Trust Agreement and
any amendments thereto (the "Plan") to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.

                                      II-3
4
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended,
Spieker Properties, Inc. 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 Menlo Park, State of California, on
October 1, 1996.

                                       SPIEKER PROPERTIES, INC.

                                       By:  /s/ Craig G. Vought
                                          -------------------------------------
                                          Craig G. Vought
                                          Executive Vice President and
                                          Chief Financial Officer

                                POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints Warren E.
Spieker, Dennis E. Singleton, John K. French and Craig G. Vought, and each of
them, as attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign any amendment to this Registration Statement and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, 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 or any
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                            Title                                    Date
/s/  Warren E. Spieker, Jr.           Chairman of the Board,                   October 1, 1996
----------------------------------     Director and
Warren E. Spieker, Jr.                 Chief Executive Officer
                                       (Principal Executive Officer)

 /s/ John K. French                    Executive Vice President,                October 1, 1996
----------------------------------     Chief Operating Officer
John K. French                         and Director

 /s/ Dennis E. Singleton               Executive Vice President,                October 1, 1996
----------------------------------     Chief Investment Officer
Dennis E. Singleton                    and Director
II-4
5
/s/ Elke Strunka                      Vice President and                       October 1, 1996
----------------------------------     Principal Accounting Officer
Elke Strunka                           (Principal Accounting Officer)

 /s/ Craig G. Vought                   Executive Vice President                October 1 , 1996
----------------------------------     and Chief Financial Officer
Craig G. Vought                        (Principal Financial Officer)

                                       Director                                 October 1, 1996
----------------------------------
Harold M. Messmer

 /s/ David M. Petrone                  Director                                 October 1, 1996
----------------------------------
David M. Petrone

 /s/ William S. Thompson, Jr.          Director                                 October 1, 1996
----------------------------------
William S. Thompson, Jr.
II-5
6
                                  EXHIBIT INDEX
EXHIBIT NUMBER                       DESCRIPTION
4.1       Articles of Incorporation, as amended, of the Registrant (incorporated
                by reference to Exhibit 3.1 to the Registrant's Registration Statement
                on Form S-11 (File No. 33-67906))

      4.2       Articles Supplementary of Spieker Properties, Inc. for Series A
                Preferred Stock (incorporated by reference to Exhibit 4.2 to Spieker
                Properties, Inc.'s Report on Form 10-Q for the quarter ended March
                31, 1994)

      4.3       Articles Supplementary of Spieker Properties, Inc. for Class B
                Common Stock (incorporated by reference to Exhibit 4.2 to Spieker
                Properties, Inc.'s Report on Form 10-Q for the quarter ended March
                31, 1995)

      4.4       Articles Supplementary of Spieker Properties, Inc. for the Series B
                Preferred Stock (incorporated by reference to Exhibit 3.5 to Spieker
                Properties, Inc.'s Report on Form 10-K for the Fiscal Year ended
                December 31, 1995)

      4.5       Articles Supplementary of Spieker Properties, Inc. for the Class C
                Common Stock (incorporated by reference to Exhibit 3.6 to Spieker
                Properties, Inc.'s Report on Form 10-K for the Fiscal Year ended
                December 31, 1995)

      4.6       Articles of Amendment of Spieker Properties, Inc. (incorporated by
                reference to Exhibit 3.2 to Spieker Properties, Inc.'s Quarterly Report
                on Form 10-Q for the quarter ended June 30, 1996)

      4.7       Spieker Properties Retirement Savings Plan and Trust Agreement

     23.1       Consent of Arthur Andersen LLP

     24.1       Power of Attorney (see page II-4)
II-6