As Filed with the Securities and Exchange Commission
                             on August 22, 2000
                                                   Registration No. 333-
                                                                        --------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ------------------

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

                                      ARDEN REALTY, INC.
                    (Exact name of Registrant as specified in its charter)

          Maryland                                               95-4578533
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)
                                 ------------------

                            11601 Wilshire Boulevard
                                    4th Floor
                       Los Angeles, California 90025-1740
           (Address of Principal Executive Offices including Zip Code)

                      1996 Stock Option and Incentive Plan
                  of Arden Realty, Inc. and Arden Realty Limited Partnership
                            (Full Title of the Plan)
                                  ------------------

          RICHARD S. DAVIS                             Copy to:
       SENIOR VICE PRESIDENT,                  WILLIAM J. CERNIUS, ESQ.
     CO-CHIEF FINANCIAL OFFICER                      LATHAM & WATKINS
            AND TREASURER                650 Town Center Drive, Twentieth Floor
         ARDEN REALTY, INC.                 Costa Mesa, California 92626-1925
 11601 Wilshire Boulevard, 4th Floor                (714) 540-1235
 Los Angeles, California 90025-1740
           (310) 966-2600

                  (Name and address, including zip code, and telephone
                   number, including area code, of agent for service)
                                   ------------------

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
---------------------------- ------------- ------------------ ----------------- -----------------
                                           Proposed Maximum       Proposed
 Title of Securities to be    Amount to     Offering Price         Maximum          Amount of
        Registered                be         Per Share (2)        Aggregate      Registration Fee
                              Registered                      Offering Price (2)

---------------------------- ------------- ------------------ ----------------- -----------------
---------------------------- ------------- ------------------ ----------------- -----------------
<S>          <C>              <C>               <C>             <C>                 <C>
Common Stock (1)(3)......     2,300,000         $25.62          $58,926,000         $15,556
---------------------------- ------------- ------------------ ----------------- -----------------
-------------------------------------------------------------------------------------------------
</TABLE>

(1) The 1996 Stock Option and  Incentive  Plan of Arden  Realty,  Inc. and Arden
    Realty Limited Partnership (the "Plan") authorizes the issuance of a maximum
    of  6,500,000  shares,  of which  4,186,667  have  already  been  registered
    pursuant to Form S-8  Registration  Statement No:  333-37537 and  333-82513.
    Only the 2,300,000  newly  authorized  shares under the Plan are being newly
    registered hereunder.

(Cover continued on next page)
--------------------------------------------------------------------------------

                                       4

<PAGE>

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant to Rule 457(h).  The Proposed Maximum Aggregate  Offering Price Per
    Share is the  average  of the high and low  price of the  Common  Stock,  as
    reported on the New York Stock  Exchange on August 18, 2000 and the weighted
    average exercise price of outstanding options.
(3) Each share of Common Stock being  registered  hereunder,  if issued prior to
    the termination by the Company of its Amended and Restated Rights Agreement,
    will include one Common Share  Purchase  Right.  Prior to the  occurrence of
    certain events,  the Common Share Purchase Rights will not be exercisable or
    evidenced separately from the Common Stock.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
       PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE
     REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.






                                      -2-


<PAGE>


                                     PART I

                     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        The information called for in Part I of Form S-8 is not being filed with
or included in this  Registration  Statement (by  incorporation  by reference or
otherwise) in accordance  with the rules and  regulations  of the Securities and
Exchange Commission (the "Commission").

                                     PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This  Registration  Statement covers 2,300,000  additional shares of our
Common Stock  reserved for  issuance  under the 1996 Stock Option and  Incentive
Plan of Arden Realty,  Inc. and Arden Realty Limited  Partnership  (the "Plan").
Effective March 17, 2000, our board of directors  adopted,  and on May 22, 2000,
our stockholders  approved,  an amendment to the Plan which increased the number
of shares reserved for issuance  thereunder by 2,300,000  shares.  On October 9,
1997, we filed with the Commission Form S-8 Registration Statement No. 333-37537
(the "1997  Registration  Statement")  covering an aggregate of 1,486,667 shares
issuable under the Plan. On July 9, 1999, we filed with the Commission  Form S-8
Registration  Statement No.  333-82513  (the "1999  Registration  Statement" and
together  with  the  1997  Registration  Statement,   collectively,  the  "Prior
Registration  Statements")  covering an additional aggregate of 2,700,000 shares
issuable under the Plan. The contents of the Prior  Registration  Statements are
incorporated  by  reference  herein to the extent  not  modified  or  superseded
thereby or by any subsequently filed document which is incorporated by reference
herein or therein.

ITEM 5. NAMED EXPERTS AND COUNSEL
        -------------------------

        The consolidated financial statements of Arden Realty, Inc. appearing in
Arden Realty,  Inc.'s Annual Report (Form 10-K) for the year ended  December 31,
1999, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included  therein and incorporated  herein by reference.
Such consolidated  financial  statements are incorporated herein by reference in
reliance  upon such  report  given on the  authority  of such firm as experts in
accounting and auditing.




ITEM 8. EXHIBITS
        --------

        See Index to Exhibits on page 6.



                                      -3-

<PAGE>


SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds to believe that we meet all of the
requirements  for  filing on Form S-8 and have  duly  caused  this  registration
statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Los Angeles, State of California, on this ___ day of
August, 2000.

                                          ARDEN REALTY, INC.,
                                          a Maryland corporation


                                      By:   /S/ RICHARD S. ZIMAN
                                          -------------------------
                                              Richard S. Ziman
                               Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes and appoints
Richard S. Ziman and David A. Swartz, as  attorney-in-fact  and agent, with full
powers of  substitution  to sign on his or her behalf,  individually  and in the
capacities  stated  below,  and  to  file  any  and  all  amendments,  including
post-effective amendments, to this registration statement and other documents in
connection therewith, with the Commission, granting to said attorney-in-fact and
agent  full  power  and  authority  to  perform  any  other act on behalf of the
undersigned required to be done in the premises.

        Pursuant to the  requirements of the Securities  Act, this  registration
statement has been signed by the following  persons in the capacities  indicated
on August 17, 2000.

Signature                         Title
---------                         -----

/S/ RICHARD S. ZIMAN              Chairman of the Board, Chief Executive
----------------------
Richard S. Ziman                  Officer and Director (Principal
                                  Executive Officer)

/S/ VICTOR J. COLEMAN             President, Chief Operating Officer and
----------------------            Director
Victor J. Coleman


/S/ DANIEL S. BOTHE               Senior Vice President and
----------------------            Co-Chief Financial Officer (Principal
Daniel S. Bothe                   Financial Officer)


/S/ RICHARD S. DAVIS              Senior Vice President,
----------------------            Co-Chief Financial Officer and Treasurer
Richard S. Davis                  (Principal Accounting Officer)


/S/ CARL D. COVITZ                Director
----------------------
Carl D. Covitz


/S/ LARRY S. FLAX                 Director
----------------------
Larry S. Flax



                                      -4-


<PAGE>


Signature                         Title
---------                         -----

/S/ STEVEN C. GOOD                Director
----------------------
Steven C. Good

/S/ KENNETH B. ROATH              Director
----------------------
Kenneth B. Roath

/S/ PETER S. GOLD                 Director
----------------------
Peter S. Gold



                                      -5-

<PAGE>


                                INDEX TO EXHIBITS

  EXHIBIT
  -------

     4        Rights  Agreement,  dated as of August  14,  1998,  between  Arden
              Realty,  Inc.  and the Bank of New York as filed as an  exhibit to
              the  current  report on Form  8-K,  dated  August  26,  1998,  and
              incorporated herein by reference.

    5.1       Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

    23.1      Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
              Exhibit 5.1).

    23.2      Consent of Independent Auditors.

     24       Power of Attorney (included on the signature page to this
              Registration Statement).



                                      -6-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8", "secsgml_size_bytes": 11849}]
{"company-data": {"conformed-name": "ARDEN REALTY INC", "cik": "0001013794", "assigned-sic": "6512", "irs-number": "954578533", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44326", "film-number": "708315"}, "business-address": {"street1": "11601 WILSHIRE BOULEVARD FOURTH FLOOR", "street2": "E TOWER STE 700", "city": "LOS ANGELES", "state": "CA", "zip": "90025", "phone": "3109662600"}, "mail-address": {"street1": "11601 WILSHIRE BOULEVARD", "street2": "FOURTH FLOOR", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}, "former-company": {"former-conformed-name": "ARDEN REALTY GROUP INC", "date-changed": "19960508"}}
As Filed with the Securities and Exchange Commission
                             on August 22, 2000
                                                   Registration No. 333-
                                                                        --------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ------------------

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

                                      ARDEN REALTY, INC.
                    (Exact name of Registrant as specified in its charter)

          Maryland                                               95-4578533
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)
                                 ------------------

                            11601 Wilshire Boulevard
                                    4th Floor
                       Los Angeles, California 90025-1740
           (Address of Principal Executive Offices including Zip Code)

                      1996 Stock Option and Incentive Plan
                  of Arden Realty, Inc. and Arden Realty Limited Partnership
                            (Full Title of the Plan)
                                  ------------------

          RICHARD S. DAVIS                             Copy to:
       SENIOR VICE PRESIDENT,                  WILLIAM J. CERNIUS, ESQ.
     CO-CHIEF FINANCIAL OFFICER                      LATHAM & WATKINS
            AND TREASURER                650 Town Center Drive, Twentieth Floor
         ARDEN REALTY, INC.                 Costa Mesa, California 92626-1925
 11601 Wilshire Boulevard, 4th Floor                (714) 540-1235
 Los Angeles, California 90025-1740
           (310) 966-2600

                  (Name and address, including zip code, and telephone
                   number, including area code, of agent for service)
                                   ------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
---------------------------- ------------- ------------------ ----------------- -----------------
                                           Proposed Maximum       Proposed
 Title of Securities to be    Amount to     Offering Price         Maximum          Amount of
        Registered                be         Per Share (2)        Aggregate      Registration Fee
                              Registered                      Offering Price (2)

---------------------------- ------------- ------------------ ----------------- -----------------
---------------------------- ------------- ------------------ ----------------- -----------------
Common Stock (1)(3)......     2,300,000         $25.62          $58,926,000         $15,556
---------------------------- ------------- ------------------ ----------------- -----------------
-------------------------------------------------------------------------------------------------
(1) The 1996 Stock Option and  Incentive  Plan of Arden  Realty,  Inc. and Arden
    Realty Limited Partnership (the "Plan") authorizes the issuance of a maximum
    of  6,500,000  shares,  of which  4,186,667  have  already  been  registered
    pursuant to Form S-8  Registration  Statement No:  333-37537 and  333-82513.
    Only the 2,300,000  newly  authorized  shares under the Plan are being newly
    registered hereunder.

(Cover continued on next page)
--------------------------------------------------------------------------------

                                       4
(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant to Rule 457(h).  The Proposed Maximum Aggregate  Offering Price Per
    Share is the  average  of the high and low  price of the  Common  Stock,  as
    reported on the New York Stock  Exchange on August 18, 2000 and the weighted
    average exercise price of outstanding options.
(3) Each share of Common Stock being  registered  hereunder,  if issued prior to
    the termination by the Company of its Amended and Restated Rights Agreement,
    will include one Common Share  Purchase  Right.  Prior to the  occurrence of
    certain events,  the Common Share Purchase Rights will not be exercisable or
    evidenced separately from the Common Stock.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
       PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE
     REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.

                                      -2-
PART I

                     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        The information called for in Part I of Form S-8 is not being filed with
or included in this  Registration  Statement (by  incorporation  by reference or
otherwise) in accordance  with the rules and  regulations  of the Securities and
Exchange Commission (the "Commission").

                                     PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This  Registration  Statement covers 2,300,000  additional shares of our
Common Stock  reserved for  issuance  under the 1996 Stock Option and  Incentive
Plan of Arden Realty,  Inc. and Arden Realty Limited  Partnership  (the "Plan").
Effective March 17, 2000, our board of directors  adopted,  and on May 22, 2000,
our stockholders  approved,  an amendment to the Plan which increased the number
of shares reserved for issuance  thereunder by 2,300,000  shares.  On October 9,
1997, we filed with the Commission Form S-8 Registration Statement No. 333-37537
(the "1997  Registration  Statement")  covering an aggregate of 1,486,667 shares
issuable under the Plan. On July 9, 1999, we filed with the Commission  Form S-8
Registration  Statement No.  333-82513  (the "1999  Registration  Statement" and
together  with  the  1997  Registration  Statement,   collectively,  the  "Prior
Registration  Statements")  covering an additional aggregate of 2,700,000 shares
issuable under the Plan. The contents of the Prior  Registration  Statements are
incorporated  by  reference  herein to the extent  not  modified  or  superseded
thereby or by any subsequently filed document which is incorporated by reference
herein or therein.

ITEM 5. NAMED EXPERTS AND COUNSEL
        -------------------------

        The consolidated financial statements of Arden Realty, Inc. appearing in
Arden Realty,  Inc.'s Annual Report (Form 10-K) for the year ended  December 31,
1999, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included  therein and incorporated  herein by reference.
Such consolidated  financial  statements are incorporated herein by reference in
reliance  upon such  report  given on the  authority  of such firm as experts in
accounting and auditing.

ITEM 8. EXHIBITS
        --------

        See Index to Exhibits on page 6.

                                      -3-
SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds to believe that we meet all of the
requirements  for  filing on Form S-8 and have  duly  caused  this  registration
statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Los Angeles, State of California, on this ___ day of
August, 2000.

                                          ARDEN REALTY, INC.,
                                          a Maryland corporation

                                      By:   /S/ RICHARD S. ZIMAN
                                          -------------------------
                                              Richard S. Ziman
                               Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes and appoints
Richard S. Ziman and David A. Swartz, as  attorney-in-fact  and agent, with full
powers of  substitution  to sign on his or her behalf,  individually  and in the
capacities  stated  below,  and  to  file  any  and  all  amendments,  including
post-effective amendments, to this registration statement and other documents in
connection therewith, with the Commission, granting to said attorney-in-fact and
agent  full  power  and  authority  to  perform  any  other act on behalf of the
undersigned required to be done in the premises.

        Pursuant to the  requirements of the Securities  Act, this  registration
statement has been signed by the following  persons in the capacities  indicated
on August 17, 2000.

Signature                         Title
---------                         -----

/S/ RICHARD S. ZIMAN              Chairman of the Board, Chief Executive
----------------------
Richard S. Ziman                  Officer and Director (Principal
                                  Executive Officer)

/S/ VICTOR J. COLEMAN             President, Chief Operating Officer and
----------------------            Director
Victor J. Coleman

/S/ DANIEL S. BOTHE               Senior Vice President and
----------------------            Co-Chief Financial Officer (Principal
Daniel S. Bothe                   Financial Officer)

/S/ RICHARD S. DAVIS              Senior Vice President,
----------------------            Co-Chief Financial Officer and Treasurer
Richard S. Davis                  (Principal Accounting Officer)

/S/ CARL D. COVITZ                Director
----------------------
Carl D. Covitz

/S/ LARRY S. FLAX                 Director
----------------------
Larry S. Flax

                                      -4-
Signature                         Title
---------                         -----

/S/ STEVEN C. GOOD                Director
----------------------
Steven C. Good

/S/ KENNETH B. ROATH              Director
----------------------
Kenneth B. Roath

/S/ PETER S. GOLD                 Director
----------------------
Peter S. Gold

                                      -5-
INDEX TO EXHIBITS

  EXHIBIT
  -------

     4        Rights  Agreement,  dated as of August  14,  1998,  between  Arden
              Realty,  Inc.  and the Bank of New York as filed as an  exhibit to
              the  current  report on Form  8-K,  dated  August  26,  1998,  and
              incorporated herein by reference.

    5.1       Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

    23.1      Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
              Exhibit 5.1).

    23.2      Consent of Independent Auditors.

     24       Power of Attorney (included on the signature page to this
              Registration Statement).

                                      -6-