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: March 12, 1997

                              HRE Properties, Inc.
             (Exact Name of Registrant as Specified in its Charter)
 
            Maryland                                            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.







<PAGE>



Item 2.  Acquisition or Disposition of Assets.

         Effective  as of 4:30  p.m.  on  March  12,  1997,  HRE  Properties,  a
Massachusetts  business  trust (the  "Trust"),  was merged into HRE  Properties,
Inc., a Maryland corporation (the "Corporation").  The merger (the "Merger") was
effected pursuant to the Plan of Reorganization  (the "Plan of  Reorganization")
set forth as Exhibit A to the Joint Proxy  Statement/Prospectus of the Trust and
the Corporation  contained in Registration  Statement No. 333-19133,  as amended
(the "Registration Statement"),  and pursuant to which the separate existence of
the Trust terminated and the Corporation was the surviving entity of the Merger.
At the effective time of the Merger,  each issued and  outstanding  Trust Common
Share was converted into one share of Common Stock, par value $.01 per share, of
the Corporation, and all properties,  assets, liabilities and obligations of the
Trust became properties, assets, liabilities and obligations of the Corporation.

         This  Report  on  Form  8-K  hereby   incorporates   by  reference  the
Registration Statement, which sets forth the additional information necessary to
reflect any material  changes  made in  connection  with or  resulting  from the
Merger.

Item 5.  Other Events.

         Effective as of the effective  date of the Merger,  the Trust  accepted
the  resignation of The First National Bank of Boston as rights agent under that
certain  Rights  Agreement,  dated as of October 28,  1988,  as amended,  by and
between the Trust and The First  National Bank of Boston (the  "Original  Rignts
Agent") and entered into an amended and restated Rights  Agreement,  dated as of
March 12,  1997,  by and between the  Corporation  and The Bank of New York,  as
Rights  Agent (the "Rights  Agreement"),  which amends and restates the Original
Rights Agreement, pursuant to which certain rights to purchase one one-hundredth
of a share of the Trust's Series A Participating Preferred Shares (or such other
securities  or  properties  of  the  Trust)  on the  terms  and  subject  to the
provisions  of the  Original  Rights  Agreement,  shall  become  and  represent,
effective  as of the  effective  time of the Merger,  the right to purchase  one
one-hundredth of a share of the Corporation's  Series A Participating  Preferred
Shares (or such other  securities or properties of the Corporation) on the terms
and conditions set forth in the Rights Agreement. A copy of the Rights Agreement
is filed herewith as an exhibit and is hereby incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         The  exhibits  which are filed  with this  report  are set forth in the
Exhibit Index which appears at page 4 of this Report.



                                        2

<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 March 12, 1997.






                                        HRE PROPERTIES, INC.

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
















                                        3

<PAGE>




                                  EXHIBIT INDEX


              The following designated exhibits are filed herewith:



Exhibit
-------



  2.1       The Plan of  Reorganization,  dated as of December 30, 1996, between
            the Corporation and the Trust.  Incorporated by reference to Exhibit
            2.1 of the  Corporation's  Registration  Statement on Form S-4 filed
            with the Securities and Exchange Commission (No.  333-19113-01),  as
            amended.

  4.1       Rights  Agreement,   dated  as  of  March  12,  1997,   between  the
            Corporation and The Bank of New York, as Rights Agent.

  4.2       Form of Articles  Supplementary  with  respect to Series A Preferred
            Shares (attached as Exhibit A to the Rights Agreement).

  4.3       Form of Preferred  Share  Purchase  Right  Certificate  (attached as
            Exhibit B to the Rights Agreement).













                                        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: March 12, 1997

                              HRE Properties, Inc.
             (Exact Name of Registrant as Specified in its Charter)
 
            Maryland                                            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 2.  Acquisition or Disposition of Assets.

         Effective  as of 4:30  p.m.  on  March  12,  1997,  HRE  Properties,  a
Massachusetts  business  trust (the  "Trust"),  was merged into HRE  Properties,
Inc., a Maryland corporation (the "Corporation").  The merger (the "Merger") was
effected pursuant to the Plan of Reorganization  (the "Plan of  Reorganization")
set forth as Exhibit A to the Joint Proxy  Statement/Prospectus of the Trust and
the Corporation  contained in Registration  Statement No. 333-19133,  as amended
(the "Registration Statement"),  and pursuant to which the separate existence of
the Trust terminated and the Corporation was the surviving entity of the Merger.
At the effective time of the Merger,  each issued and  outstanding  Trust Common
Share was converted into one share of Common Stock, par value $.01 per share, of
the Corporation, and all properties,  assets, liabilities and obligations of the
Trust became properties, assets, liabilities and obligations of the Corporation.

         This  Report  on  Form  8-K  hereby   incorporates   by  reference  the
Registration Statement, which sets forth the additional information necessary to
reflect any material  changes  made in  connection  with or  resulting  from the
Merger.

Item 5.  Other Events.

         Effective as of the effective  date of the Merger,  the Trust  accepted
the  resignation of The First National Bank of Boston as rights agent under that
certain  Rights  Agreement,  dated as of October 28,  1988,  as amended,  by and
between the Trust and The First  National Bank of Boston (the  "Original  Rignts
Agent") and entered into an amended and restated Rights  Agreement,  dated as of
March 12,  1997,  by and between the  Corporation  and The Bank of New York,  as
Rights  Agent (the "Rights  Agreement"),  which amends and restates the Original
Rights Agreement, pursuant to which certain rights to purchase one one-hundredth
of a share of the Trust's Series A Participating Preferred Shares (or such other
securities  or  properties  of  the  Trust)  on the  terms  and  subject  to the
provisions  of the  Original  Rights  Agreement,  shall  become  and  represent,
effective  as of the  effective  time of the Merger,  the right to purchase  one
one-hundredth of a share of the Corporation's  Series A Participating  Preferred
Shares (or such other  securities or properties of the Corporation) on the terms
and conditions set forth in the Rights Agreement. A copy of the Rights Agreement
is filed herewith as an exhibit and is hereby incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         The  exhibits  which are filed  with this  report  are set forth in the
Exhibit Index which appears at page 4 of this Report.

                                        2
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 March 12, 1997.

                                        HRE PROPERTIES, INC.

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

                                        3
EXHIBIT INDEX

              The following designated exhibits are filed herewith:

Exhibit
-------

  2.1       The Plan of  Reorganization,  dated as of December 30, 1996, between
            the Corporation and the Trust.  Incorporated by reference to Exhibit
            2.1 of the  Corporation's  Registration  Statement on Form S-4 filed
            with the Securities and Exchange Commission (No.  333-19113-01),  as
            amended.

  4.1       Rights  Agreement,   dated  as  of  March  12,  1997,   between  the
            Corporation and The Bank of New York, as Rights Agent.

  4.2       Form of Articles  Supplementary  with  respect to Series A Preferred
            Shares (attached as Exhibit A to the Rights Agreement).

  4.3       Form of Preferred  Share  Purchase  Right  Certificate  (attached as
            Exhibit B to the Rights Agreement).

                                        4