<PAGE>   1
   As filed with the Securities and Exchange Commission on October 24, 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 of Other Jurisdiction                          (I.R.S. Employer
of Incorporation or Organization)                     Identification No.)
                               2180 SAND HILL ROAD
                          MENLO PARK, CALIFORNIA 94025
                                 (415) 854-5600
                    (Address of Principal Executive Offices)

 SPIEKER PROPERTIES, INC. AMENDED AND RESTATED 1993 DIRECTORS' STOCK OPTION PLAN
     SPIEKER PROPERTIES, INC. AMENDED AND RESTATED 1993 STOCK INCENTIVE 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
===============================================================================
<TABLE>
<CAPTION>
                                 Amount                Maximum             Proposed Maximum    Proposed Amount of
Title of Securities               to be            Offering Price         Aggregate offering      Registration
 to be Registered              Registered           Per Share (1)              Price (1)               Fee
 ----------------              ----------           -------------              ---------               ---
<S>                             <C>                    <C>                  <C>                    <C>       
Common Stock, $.0001
par value per share             2,605,097              $29.25               $76,199,087.25         $23,090.63
</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 October 21,
     1996.
===============================================================================
<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-1
<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     By-laws of the Registrant (incorporated by reference to
                  Exhibit 3.2 to Registrant's shelf registration statement filed
                  with the Commission on August 2, 1996)

          4.8     Spieker Properties, Inc. Amended and Restated 1993 Directors'
                  Stock Option Plan

          4.9     Spieker Properties, Inc. Amended and Restated 1993 Stock
                  Incentive Plan

          5.1     Opinion of Morrison & Foerster LLP

         23.1     Consent of Morrison & Foerster LLP (Included in Exhibit 5.1
                  hereto)

         23.2     Consent of Arthur Andersen LLP

         24.1     Power of Attorney (See page II-3)


                                      II-2
<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 24, 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 24, 1996
-----------------------------------------------    Director and
Warren E. Spieker, Jr.                             Chief Executive Officer
                                                   (Principal Executive Officer)

 /s/ John K. French                                Executive Vice President,                    October 24, 1996
-----------------------------------------------    Chief Operating Officer
John K. French                                     and Director

 /s/ Dennis E. Singleton                           Executive Vice President,                    October 24, 1996
-----------------------------------------------    Chief Investment Officer
Dennis E. Singleton                                and Director

</TABLE>



                                      II-3
<PAGE>   5
<TABLE>
<S>                                                <C>                                          <C> 
 /s/ Elke Strunka                                  Vice President and                           October 24, 1996
-----------------------------------------------    Principal Accounting Officer
Elke Strunka                                       (Principal Accounting Officer)

 /s/ Craig G. Vought                               Executive Vice President                     October 24, 1996
-----------------------------------------------    and Chief Financial Officer
Craig G. Vought                                    (Principal Financial Officer)

 /s/ Richard J. Bertero                            Director                                     October 24, 1996
-----------------------------------------------
Richard J. Bertero


 /s/ Harold M. Messmer                             Director                                     October 24, 1996
-----------------------------------------------
Harold M. Messmer


 /s/ David M. Petrone                              Director                                     October 24, 1996
-----------------------------------------------
David M. Petrone


 /s/ William S. Thompson, Jr.                      Director                                     October 24, 1996
-----------------------------------------------
William S. Thompson, Jr.
</TABLE>


                                      II-4
<PAGE>   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    By-laws of the Registrant (incorporated by reference to
                  Exhibit 3.2 to Registrant's Registration Statement on Form
                  S-11 (File No. 33-67906))

           4.8    Spieker Properties, Inc. Amended and Restated 1993 Directors'
                  Stock Option Plan

           4.9    Spieker Properties, Inc. Amended and Restated 1993 Stock
                  Incentive Plan

           5.1    Opinion of Morrison & Foerster LLP

          23.1    Consent of Morrison & Foerster LLP (Included in Exhibit 5.1
                  hereto)

          23.2    Consent of Arthur Andersen LLP

          24.1    Power of Attorney (See page II-3)


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16028}]
{"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": "333-14707", "film-number": "96647077"}, "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 24, 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 of Other Jurisdiction                          (I.R.S. Employer
of Incorporation or Organization)                     Identification No.)
                               2180 SAND HILL ROAD
                          MENLO PARK, CALIFORNIA 94025
                                 (415) 854-5600
                    (Address of Principal Executive Offices)

 SPIEKER PROPERTIES, INC. AMENDED AND RESTATED 1993 DIRECTORS' STOCK OPTION PLAN
     SPIEKER PROPERTIES, INC. AMENDED AND RESTATED 1993 STOCK INCENTIVE 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
===============================================================================
Amount                Maximum             Proposed Maximum    Proposed Amount of
Title of Securities               to be            Offering Price         Aggregate offering      Registration
 to be Registered              Registered           Per Share (1)              Price (1)               Fee
 ----------------              ----------           -------------              ---------               ---
Common Stock, $.0001
par value per share             2,605,097              $29.25               $76,199,087.25         $23,090.63
===============================================================================
(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 October 21,
     1996.
===============================================================================
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-1
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     By-laws of the Registrant (incorporated by reference to
                  Exhibit 3.2 to Registrant's shelf registration statement filed
                  with the Commission on August 2, 1996)

          4.8     Spieker Properties, Inc. Amended and Restated 1993 Directors'
                  Stock Option Plan

          4.9     Spieker Properties, Inc. Amended and Restated 1993 Stock
                  Incentive Plan

          5.1     Opinion of Morrison & Foerster LLP

         23.1     Consent of Morrison & Foerster LLP (Included in Exhibit 5.1
                  hereto)

         23.2     Consent of Arthur Andersen LLP

         24.1     Power of Attorney (See page II-3)

                                      II-2
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 24, 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 24, 1996
-----------------------------------------------    Director and
Warren E. Spieker, Jr.                             Chief Executive Officer
                                                   (Principal Executive Officer)

 /s/ John K. French                                Executive Vice President,                    October 24, 1996
-----------------------------------------------    Chief Operating Officer
John K. French                                     and Director

 /s/ Dennis E. Singleton                           Executive Vice President,                    October 24, 1996
-----------------------------------------------    Chief Investment Officer
Dennis E. Singleton                                and Director
II-3
5
/s/ Elke Strunka                                  Vice President and                           October 24, 1996
-----------------------------------------------    Principal Accounting Officer
Elke Strunka                                       (Principal Accounting Officer)

 /s/ Craig G. Vought                               Executive Vice President                     October 24, 1996
-----------------------------------------------    and Chief Financial Officer
Craig G. Vought                                    (Principal Financial Officer)

 /s/ Richard J. Bertero                            Director                                     October 24, 1996
-----------------------------------------------
Richard J. Bertero

 /s/ Harold M. Messmer                             Director                                     October 24, 1996
-----------------------------------------------
Harold M. Messmer

 /s/ David M. Petrone                              Director                                     October 24, 1996
-----------------------------------------------
David M. Petrone

 /s/ William S. Thompson, Jr.                      Director                                     October 24, 1996
-----------------------------------------------
William S. Thompson, Jr.
II-4
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    By-laws of the Registrant (incorporated by reference to
                  Exhibit 3.2 to Registrant's Registration Statement on Form
                  S-11 (File No. 33-67906))

           4.8    Spieker Properties, Inc. Amended and Restated 1993 Directors'
                  Stock Option Plan

           4.9    Spieker Properties, Inc. Amended and Restated 1993 Stock
                  Incentive Plan

           5.1    Opinion of Morrison & Foerster LLP

          23.1    Consent of Morrison & Foerster LLP (Included in Exhibit 5.1
                  hereto)

          23.2    Consent of Arthur Andersen LLP

          24.1    Power of Attorney (See page II-3)

                                      II-5