================================================================================


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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               ------------------

DATE OF REPORT: JANUARY 8, 1998

                              HRE PROPERTIES, INC.
             (Exact Name of Registrant as Specified in its Charter)
<TABLE>

<S>                                      <C>                    <C>
              MARYLAND                       1-6309                   04-2458042*
    (State or Other Jurisdiction        (Commission File           (I.R.S. Employer
  of Incorporation or Organization)          Number)            Identification Number)
</TABLE>

                               321 RAILROAD AVENUE
                          GREENWICH, CONNECTICUT 06830
                                  203-863-8200
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                               ------------------




*    I.R.S. Employer Identification Number of HRE Properties, the predecessor to
     the  registrant  prior  to the  Reorganization  described  in  Registration
     Statement No. 333-19113-01.

================================================================================



<PAGE>


ITEM 5.  OTHER EVENTS.

Private Placement of Preferred Stock.

         On January 8, 1998, HRE Properties,  Inc., a Maryland  corporation (the
"Company"), privately sold, in reliance on Section 4(2) of the Securities Act of
1933, as amended (the  "Securities  Act"),  and  Regulation D  ("Regulation  D")
promulgated  thereunder,  350,000  shares  of 8.99%  Series B Senior  Cumulative
Preferred Stock (the  "Preferred  Stock") to three  "accredited  investors" (the
"Initial  Purchasers"),  as that term is defined under Rule 501 of Regulation D,
for an  aggregate  purchase  price  of  $35,000,000,  pursuant  to that  certain
Subscription Agreement, dated January 8, 1998 (the "Subscription Agreement"), by
and among the Company and the Initial  Purchasers.  A commission of 3.15% of the
aggregate  purchase price of the Preferred Stock,  aggregating  $1,102,500,  was
paid by the Company to its placement  agent in  connection  with the sale of the
Preferred Stock. Of the approximately  $33,700,000 in net proceeds from the sale
of the  Preferred  Stock,  approximately  $24,000,000  will be  used  to  retire
outstanding mortgage indebtedness.  The Company intends to use any remaining net
proceeds from the offering for working capital and general  corporate  purposes,
including the acquisition of one or more additional properties.

         The  Preferred  Stock was issued  pursuant  to the terms of an Articles
Supplementary filed with the State Department of Taxation and Assessments of the
State of Maryland on January 8, 1998 (the "Articles  Supplementary").  Under the
Articles Supplementary,  the Preferred Stock (i) accrues dividends from the date
of original issue at the rate of 8.99% per annum of the  liquidation  preference
($100) of each share;  (ii) is not  redeemable,  subject to certain  exceptions,
prior to the tenth  anniversary  of the date of issuance of the Preferred  Stock
(the  "Tenth  Anniversary  Date"),  after  which  the  Preferred  Stock  will be
redeemable  for cash at the option of the Company at a redemption  price of $100
per share,  plus dividends  accrued and unpaid at the redemption  date,  without
interest; (iii) will have no voting rights unless dividends on any shares of the
Preferred  Stock are in arrears for three or more  quarterly  periods within any
five-year  period,  at which time the holders of such shares will be entitled to
elect two additional directors of the Company until all dividends accumulated on
such shares of Preferred Stock have been fully paid; and (iv) is not convertible
into or exchangeable for any other securities or property of the Company.

         Upon a Change of Control (as defined in the Articles  Supplementary) of
the Company,  (i) each holder of shares of Preferred Stock shall have the right,
at such holder's option, to require the Company to repurchase all or any part of
such holder's shares of Preferred  Stock for cash at a repurchase  price of $100
per share, plus all accrued and unpaid dividends thereon, if any, up to the date
fixed for  repurchase,  without  interest,  and (ii) the Company  shall have the
right, at the Company's  option, to redeem all or any part of the shares of each
holder of Preferred Stock at (a) prior to the Tenth  Anniversary Date, the Make-
Whole Price (as defined in the Articles  Supplementary) and (b) on or subsequent
to the Tenth  Anniversary Date, the redemption price of $100 per share, plus all
accrued  and  unpaid  dividends  thereon,  if  any,  up to the  date  fixed  for
redemption.

         Pursuant to the terms of the  Subscription  Agreement,  the Company and
the  Initial  Purchasers  have  agreed that if, at any time prior to the Listing
Date (as defined in the Articles  Supplementary),  the Company should  determine
that it intends to revoke the exemption  granted to a certain  initial holder of
Preferred  Stock which  permits such holder to own shares of Preferred  Stock in
excess of the Ownership  Limit (as defined in the Articles  Supplementary),  (i)
the Company  shall have an  obligation  to purchase  from such holder,  and such
holder shall have an obligation to sell to the Company, such shares of Preferred
Stock in excess of the Ownership  Limit at the  Make-Whole  Price,  and (ii) the
Company shall have an obligation to purchase from each other holder of Preferred
Stock, and each such other holder

                                        2

<PAGE>



shall have an obligation to sell to the Company, a pro rata number of the shares
of Preferred Stock held by each such other holder at such time.

         Pursuant to the terms of that certain  Registration  Rights  Agreement,
dated January 8, 1998, by and among the Company and the Initial Purchasers,  the
Company intends to use its reasonable best efforts to file a shelf  registration
statement with the Securities and Exchange Commission under the Secuities Act to
register  the  Preferred  Stock  within  no more  than one year from the date of
issuance.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)      Financial Statements of Business Acquired.

                  Not applicable.

         (b)      Pro Forma Financial Information.

                  Not applicable.

         (c)      Exhibits.

                  Listed below is the exhibit  furnished in accordance with Item
601 of Regulation S-K.

                  4.1.     Articles  Supplementary  of  the  Company's Preferred
                           Stock.

                  4.2      Subscription Agreement, dated January 8, 1998, by and
                           among the Company and the Initial Purchasers.

                  4.3.     Registration Rights Agreement, dated January 8, 1998,
                           by and among the Company and the Initial Purchasers.









                                        3

<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned,  thereunto duly authorized, in the City of Greenwich,  State
of Connecticut on Janaury 22, 1998.

                                        HRE PROPERTIES, INC.

                                        By:  /s/ James R. Moore
                                             -----------------------------------
                                             James R. Moore,
                                             Executive Vice President - Chief
                                             Financial Officer











                                        4
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================================================================================

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               ------------------

DATE OF REPORT: JANUARY 8, 1998

                              HRE PROPERTIES, INC.
             (Exact Name of Registrant as Specified in its Charter)
MARYLAND                       1-6309                   04-2458042*
    (State or Other Jurisdiction        (Commission File           (I.R.S. Employer
  of Incorporation or Organization)          Number)            Identification Number)
321 RAILROAD AVENUE
                          GREENWICH, CONNECTICUT 06830
                                  203-863-8200
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                               ------------------

*    I.R.S. Employer Identification Number of HRE Properties, the predecessor to
     the  registrant  prior  to the  Reorganization  described  in  Registration
     Statement No. 333-19113-01.

================================================================================
ITEM 5.  OTHER EVENTS.

Private Placement of Preferred Stock.

         On January 8, 1998, HRE Properties,  Inc., a Maryland  corporation (the
"Company"), privately sold, in reliance on Section 4(2) of the Securities Act of
1933, as amended (the  "Securities  Act"),  and  Regulation D  ("Regulation  D")
promulgated  thereunder,  350,000  shares  of 8.99%  Series B Senior  Cumulative
Preferred Stock (the  "Preferred  Stock") to three  "accredited  investors" (the
"Initial  Purchasers"),  as that term is defined under Rule 501 of Regulation D,
for an  aggregate  purchase  price  of  $35,000,000,  pursuant  to that  certain
Subscription Agreement, dated January 8, 1998 (the "Subscription Agreement"), by
and among the Company and the Initial  Purchasers.  A commission of 3.15% of the
aggregate  purchase price of the Preferred Stock,  aggregating  $1,102,500,  was
paid by the Company to its placement  agent in  connection  with the sale of the
Preferred Stock. Of the approximately  $33,700,000 in net proceeds from the sale
of the  Preferred  Stock,  approximately  $24,000,000  will be  used  to  retire
outstanding mortgage indebtedness.  The Company intends to use any remaining net
proceeds from the offering for working capital and general  corporate  purposes,
including the acquisition of one or more additional properties.

         The  Preferred  Stock was issued  pursuant  to the terms of an Articles
Supplementary filed with the State Department of Taxation and Assessments of the
State of Maryland on January 8, 1998 (the "Articles  Supplementary").  Under the
Articles Supplementary,  the Preferred Stock (i) accrues dividends from the date
of original issue at the rate of 8.99% per annum of the  liquidation  preference
($100) of each share;  (ii) is not  redeemable,  subject to certain  exceptions,
prior to the tenth  anniversary  of the date of issuance of the Preferred  Stock
(the  "Tenth  Anniversary  Date"),  after  which  the  Preferred  Stock  will be
redeemable  for cash at the option of the Company at a redemption  price of $100
per share,  plus dividends  accrued and unpaid at the redemption  date,  without
interest; (iii) will have no voting rights unless dividends on any shares of the
Preferred  Stock are in arrears for three or more  quarterly  periods within any
five-year  period,  at which time the holders of such shares will be entitled to
elect two additional directors of the Company until all dividends accumulated on
such shares of Preferred Stock have been fully paid; and (iv) is not convertible
into or exchangeable for any other securities or property of the Company.

         Upon a Change of Control (as defined in the Articles  Supplementary) of
the Company,  (i) each holder of shares of Preferred Stock shall have the right,
at such holder's option, to require the Company to repurchase all or any part of
such holder's shares of Preferred  Stock for cash at a repurchase  price of $100
per share, plus all accrued and unpaid dividends thereon, if any, up to the date
fixed for  repurchase,  without  interest,  and (ii) the Company  shall have the
right, at the Company's  option, to redeem all or any part of the shares of each
holder of Preferred Stock at (a) prior to the Tenth  Anniversary Date, the Make-
Whole Price (as defined in the Articles  Supplementary) and (b) on or subsequent
to the Tenth  Anniversary Date, the redemption price of $100 per share, plus all
accrued  and  unpaid  dividends  thereon,  if  any,  up to the  date  fixed  for
redemption.

         Pursuant to the terms of the  Subscription  Agreement,  the Company and
the  Initial  Purchasers  have  agreed that if, at any time prior to the Listing
Date (as defined in the Articles  Supplementary),  the Company should  determine
that it intends to revoke the exemption  granted to a certain  initial holder of
Preferred  Stock which  permits such holder to own shares of Preferred  Stock in
excess of the Ownership  Limit (as defined in the Articles  Supplementary),  (i)
the Company  shall have an  obligation  to purchase  from such holder,  and such
holder shall have an obligation to sell to the Company, such shares of Preferred
Stock in excess of the Ownership  Limit at the  Make-Whole  Price,  and (ii) the
Company shall have an obligation to purchase from each other holder of Preferred
Stock, and each such other holder

                                        2
shall have an obligation to sell to the Company, a pro rata number of the shares
of Preferred Stock held by each such other holder at such time.

         Pursuant to the terms of that certain  Registration  Rights  Agreement,
dated January 8, 1998, by and among the Company and the Initial Purchasers,  the
Company intends to use its reasonable best efforts to file a shelf  registration
statement with the Securities and Exchange Commission under the Secuities Act to
register  the  Preferred  Stock  within  no more  than one year from the date of
issuance.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)      Financial Statements of Business Acquired.

                  Not applicable.

         (b)      Pro Forma Financial Information.

                  Not applicable.

         (c)      Exhibits.

                  Listed below is the exhibit  furnished in accordance with Item
601 of Regulation S-K.

                  4.1.     Articles  Supplementary  of  the  Company's Preferred
                           Stock.

                  4.2      Subscription Agreement, dated January 8, 1998, by and
                           among the Company and the Initial Purchasers.

                  4.3.     Registration Rights Agreement, dated January 8, 1998,
                           by and among the Company and the Initial Purchasers.

                                        3
SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned,  thereunto duly authorized, in the City of Greenwich,  State
of Connecticut on Janaury 22, 1998.

                                        HRE PROPERTIES, INC.

                                        By:  /s/ James R. Moore
                                             -----------------------------------
                                             James R. Moore,
                                             Executive Vice President - Chief
                                             Financial Officer

                                        4