<PAGE>

  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997
                                                Registration No. 333-
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------




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

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

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

                       MERIDIAN INDUSTRIAL TRUST, INC.
           (Exact name of registrant as specified in its charter)

                Maryland                               94-3224765
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)
                                                     

                         455 MARKET STREET, 17TH FLOOR
                       SAN FRANCISCO, CALIFORNIA  94014
                               (415) 281-3900
          (Address of principal executive offices, including zip code)

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

                        AMENDED AND RESTATED EMPLOYEE
                      AND DIRECTOR INCENTIVE STOCK PLAN

                         (Full title of the plans)

                             ALLEN J. ANDERSON
                   CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                      MERIDIAN INDUSTRIAL TRUST, INC.
                       455 MARKET STREET, 17TH FLOOR
                      SAN FRANCISCO, CALIFORNIA  94014
                              (415) 281-3900
          (Name, address and telephone number of agent for service)

                                 copy to:

                             MICHAEL D. WORTLEY
                            HAROLD J. HERMAN II
                           VINSON & ELKINS L.L.P.
                         3700 TRAMMELL CROW CENTER
                              2001 ROSS AVENUE
                         DALLAS, TEXAS 75201-2975
                              (214) 220-7700

                      CALCULATION OF REGISTRATION FEE
<TABLE>
---------------------------------------------------------------------------------------------------------
   TITLE OF                                         PROPOSED MAXIMUM   PROPOSED MAXIMUM 
SECURITIES TO BE                   AMOUNT TO BE      OFFERING PRICE        AGGREGATE       AMOUNT OF
  REGISTERED                        REGISTERED         PER SHARE*      OFFERING PRICE*   REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>               <C>              <C>
Common Shares, $.001 par value    1,000,000 shares      $22.1875           $22,187,500        $6,724 
---------------------------------------------------------------------------------------------------------
</TABLE>

   *  Estimated solely for purposes of calculating the registration fee in 
      accordance with  Rule  457(h) under the Securities Act of 1933, as 
      amended, and based on the average of the high and low prices of the 
      Common Stock reported on the New York Stock Exchange on April 2, 1997.

------------------------------------------------------------------------------
------------------------------------------------------------------------------
<PAGE>

                        PART II
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents have been filed with the Securities
and Exchange Commission (the "Commission") by Meridian Industrial
Trust,  Inc.,  a  Maryland corporation (the "Company"),  and  are
incorporated herein by reference and made a part hereof:

     (a)   The Company's Annual Report on Form 10-K for the fiscal
           year ended December 31, 1996;

     (b)   The  description of  the Common Stock contained  in  the
           Company's  Form 8-A,   filed  on  January 4,  1996,  for
           registration  of  the Common  Stock  pursuant to Section
           12(b) of  the  Exchange  Act,  including  any  amendment
           or  report  filed  for  the  purpose  of  updating  such
           description;

          All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), subsequent to the effective date hereof and
prior  to  the filing of a post-effective amendment  hereto  that
indicates  that all securities offered hereby have been  sold  or
that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part
hereof  from the date of filing of such documents.  Any statement
contained herein or in any document incorporated or deemed to  be
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  such statement so modified or superseded  shall
not   be  deemed  to  constitute  a  part  of  this  Registration
Statement, except as so modified or superseded.

     ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The  Maryland  General  Corporation  Law  (the  "MGCL")
permits  a Maryland  corporation  to  include in  its  charter  a
provision limiting the  liability of its directors  and  officers
to the corporation and its stockholders for money damages  except
for  liability  resulting  from (i) actual receipt of an improper
benefit or profit in money,  property or services or (ii)  active
and  deliberate  dishonesty  established  by  a final judgment as
being  material  to  the cause of action. The  Company's  Charter
(the "Charter") contains  such  a provision which eliminates such
liabilities to the maximum extent permitted by Maryland law.

           The  MGCL  requires a corporation (unless its  charter
provides  otherwise, which the Charter does not) to  indemnify  a
director  or  officer who has been successful, on the  merits  or
otherwise, in the defense of any proceeding to which he is made a
party  by  reason  of  his service in that  capacity.   The  MGCL
permits  a  corporation  to  indemnify  its  present  and  former
directors   and   officers,  among  others,  against   judgments,
penalties,  fines,  settlements and reasonable expenses  actually
incurred by them in connection with any proceeding to which  they
may  be made a party by reason of their service in those or other
capacities unless it is established that (i) the act or  omission
of the director or officer was material to the matter giving rise
to  the  proceeding and (a) was committed in bad faith or (b) was
the result of active and deliberate dishonesty, (ii) the director
or  officer  actually  received  an  improper personal benefit in
money,  property  or services or (iii) in the case of  a criminal
proceeding,  the  director  or  officer  had  reasonable cause to
believe that the act or omission was unlawful. However, under the
MGCL, a Maryland  corporation  may  not  indemnify for an adverse
judgment  in  a  suit  by or in the right of the corporation.  In
addition,  the  MGCL  requires  the  Company,  as  a condition to
advancing  expenses,  to  obtain (i) a written affirmation by the
director or officer of his good faith belief 

                                  2
<PAGE>

that he   has   met   the   standard  of  conduct  necessary  for 
indemnification by the Company as  authorized  by  the  Company's 
bylaws  and (ii) a written statement by or on his behalf to repay
the amount  paid  or  reimbursed  by  the  Company  if  it  shall
ultimately  be  determined that the standard of conduct  was  not
met.

          The Charter obligates the Company to the maximum extent
permitted  by  Maryland law to indemnify and to pay or  reimburse
reasonable  expenses  in  advance  of  final  disposition  of   a
proceeding  to (i) any present or former director or  officer  or
(ii)  any individual who, while a director of the Company and  at
the  request of the Company, serves or has served as a  director,
officer,  partner or trustee of another corporation, partnership,
joint  venture, trust,  employee benefit plan or other enterprise
from  and against  any  claim  or liability which such person may
become subject or which such person may incur by reason of his or
her  status  as  a  current  or former director or officer of the
Company. The  Charter  also permits the Company to indemnify  and
advance  expenses  to  any person who served a predecessor of the
Company  in  any  of  the  capacities  described above and to any
employee or agent of the Company or a predecessor of the Company.

          The Company has entered into indemnification agreements
with  each  of  its officers and directors.  The  indemnification
agreements  require,  among  other  matters,  that  the   Company
indemnify  its  executive officers and directors to  the  fullest
extent  permitted by law and advance to the officers all  related
expenses,   subject  to  reimbursement,  if  it  is  subsequently
determined  that indemnification is not permitted.   Under  these
agreements,  the  Company  must also indemnify  and  advance  all
expenses incurred by executive officers and directors seeking  to
enforce their rights under the indemnification agreements and may
cover  executive  officers  and  directors  under  the  Company's
directors'  and  officers'  liability  insurance.   Although  the
indemnification agreement offers substantially the same scope  of
coverage  afforded  by  law,  it provides  greater  assurance  to
directors  and  executive  officers  that indemnification will be
available,  because,  as  a  contract,   it  cannot  be  modified
unilaterally  in  the  future  by  the Board of Directors of  the
Company or its stockholders to eliminate the  rights it provides.

          It is the  position of the SEC that indemnification  of
directors and officers for liability under the Securities Act  is
against public policy and unenforceable pursuant to Section 14 of
the Securities Act.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

     ITEM 8.   EXHIBITS.

           Unless otherwise indicated below as being incorporated
by   reference  to  another  filing  of  the  Company  with   the
Commission, each of the following exhibits is filed herewith:


       4.1+     -   Amended and Restated Employee and Director Incentive 
                    Stock Plan

       4.2**    -   Specimen Share Certificate

       5*       -   Opinion of Ballard Spahr Andrews & Ingersoll

      23.1*     -   Consent of Arthur Andersen LLP

      23.2*     -   Consent of Ballard Spahr Andrews & Ingersoll
                    (included in its opinion filed as Exhibit 5 hereto)

      24.1*     -   Power of Attorney (see signature pages hereto)

--------------------
  *  Filed Herewith
  ** Filed with the Company's Registration Statement No. 333-02322
     and incorporated herein by reference
  +  Filed with the Company's Form 10-K for the year ended December 31, 1996,
     file no. 1-14166
                                        3 
<PAGE>

  ITEM 9. UNDERTAKINGS.

     The Company hereby undertakes:

                (1)   To  file, during any period in which  offers  or
     sales  are  being  made,  a  post-effective  amendment  to   this
     Registration Statement:

                    (i)  to include any prospectus required by section
     10(a)(3) of the Securities Act;
     
                    (ii)  to  reflect  in the prospectus any facts  or
     events  arising  after  the effective date  of  the  Registration
     Statement  (or the most recent post-effective amendment  thereof)
     which,  individually or in the aggregate, represent a fundamental
     change   in   the  information  set  forth  in  the  Registration
     Statement.   Notwithstanding  the  foregoing,  any  increase   or
     decrease  in  volume of securities offered (if the  total  dollar
     value  of  securities  offered would not exceed  that  which  was
     registered)  and any deviation from the low or high  end  of  the
     estimated maximum offering range may be reflected in the form  of
     prospectus  filed  with  the  Commission pursuant to Rule  424(b)
     (Section 230.424(b) of this chapter) if, in  the  aggregate,  the
     changes in volume and price represent no more than a  20%  change
     in  the  maximum  aggregate  offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"    table  in  the  effective 
     registration  statement; and

                    (iii)     to include any material information with
     respect  to the plan of distribution not previously disclosed  in
     the  Registration  Statement  or  any  material  change  to  such
     information in the Registration Statement;

     PROVIDED,  HOWEVER,  that  paragraphs (1)(i)  and (1)(ii)  do not
     apply if the registration statement is on Form S-3 (Section 239.13
     of this  chapter)  or Form S-8 (Section 239.16b of this chapter),
     and  the information required to be included  in a post-effective
     amendment by those paragraphs is  contained  in  periodic reports
     filed by the registrant  pursuant  to section 13 or section 15(d)
     of the Securities  Exchange  Act  of 1934  that are  incorporated
     by reference in the registration statement.

                 (2)   That,  for  the  purposes  of  determining  any
     liability  under  the  Securities Act, each  such  post-effective
     amendment  shall  be  deemed to be a new  registration  statement
     relating  to the securities offered therein, and the offering  of
     such  securities at that time shall be deemed to be  the  initial
     bona fide offering thereof.

                (3)   To remove from registration by means of a  post-
     effective amendment any of the securities being registered  which
     remain unsold at the termination of the offering.

                (4)   That, for purposes of determining any  liability
     under  the  Securities Act, each filing of the  Company's  annual
     report pursuant to section 13(a) or section 15(d) of the Exchange
     Act  (and,  where applicable, each filing on an employee  benefit
     plan's  annual report pursuant to Section 15(d) of  the  Exchange
     Act)that   is  incorporated  by  reference  in  the  Registration
     Statement  shall  be  deemed to be a new  registration  statement
     relating  to the securities offered therein, and the offering  of
     such  securities at that time shall be deemed to be  the  initial
     bona fide offering thereof.
     
               (5)  Insofar as indemnification for liabilities arising
     under  the Securities Act may be permitted to directors, officers
     and  controlling persons of the Company pursuant to the foregoing
     provisions,  or otherwise, the Company has been advised  that  in
     the  opinion  of the Commission such indemnification  is  against
     public  policy  as  expressed  in  the  Securities  Act  and  is,
     therefore,  unenforceable.   In  the  event  that  a  claim   for
     indemnification against such liabilities (other than the  payment
     by  the  Company  of  expenses incurred or paid  by  a  director,
     officer  or  controlling person of the Company in the  successful
     defense  of any action, suit or proceeding) is asserted  by  such
     director,  officer or controlling person in connection  with  the
     securities  being  registered, the Company will,  unless  in  the
     opinion of its counsel the matter has been settled by controlling
     precedent,  submit  to  a court of appropriate  jurisdiction  the
     question  whether  such indemnification by it is  against  public
     policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
     
                                    4
<PAGE>

                                SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933,
as amended, the Company 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  San Francisco, State of California,
on the 31st day  of  March, 1997.


                                MERIDIAN INDUSTRIAL TRUST, INC.


                                By:  /s/ Allen J. Anderson
                                    -------------------------------
                                     Allen J. Anderson, Chairman
                                     and Chief Executive Officer

     We,  the   undersigned  officers  and  directors  of  Meridian
Industrial Trust, Inc. hereby severally constitute Milton K. Reeder
and Allen J. Anderson, and  each  of  them  singly,  our  true  and 
lawful attorneys with full  power to them, and each of them singly,
to sign for us and in our names in the  capacities indicated below,
the Registration Statement filed herewith and any and all amendments
to said  Registration Statement, and generally to do all such things
in our  names  and in  our  capacities  as officers and directors to 
enable   Meridian   Industrial  Trust,  Inc.  to  comply   with  the  
provisions  of the Securities  Act  of 1933, and all requirements of
the  Securities  and  Exchange  Commission, hereby   ratifying   and  
confirming our signatures as they may be signed by our mid attorneys,
or any  of  them,  to  said  Registration   Statement   and  any  all  
amendments thereto.

     Pursuant  to the   requirements of  the  Securities Act of 1933, 
this registration statement  has been signed by the following persons
in the capacities and on the dates indicated.


      SIGNATURE                    CAPACITY                  DATE
      ---------                    --------                  ----

/s/ Allen J. Anderson
--------------------------    Chairman and Chief         March 31, 1997
    Allen J. Anderson         Executive Officer           
                              (Principal Executive
                              Officer)

/s/ Milton K. Reeder
--------------------------    President (Principal       March 31, 1997
    Milton K. Reeder          Financial Officer
                                                                            
/s/ Jaime Suarez
--------------------------    Treasurer and Controller   March 31, 1997
    Jaime Suarez              (Controller and
                              Principal Accounting
                              Officer)
                                                                            
/s/ C.E. "Doc" Cornutt
--------------------------    Director                   March 31, 1997 
    C.E. "Doc" Cornutt                                                  

/s/ T. Patrick Duncan
--------------------------    Director                   March 31, 1997
    T. Patrick Duncan                                                    

<PAGE>

      SIGNATURE                    CAPACITY                  DATE
      ---------                    --------                  ----

/s/ Peter O. Hanson
--------------------------    Director                   March 31, 1997
    Peter O. Hanson                                                     

                                                                            
/s/ John S. Moody
--------------------------    Director                   March 31, 1997
    John S. Moody                                                      

                                                                            
/s/ James M. Pollak
--------------------------    Director                   March 31, 1997
    James M. Pollak                                
                                                                            
/s/ Kenneth N. Stensby
--------------------------    Director                   March 31, 1997
    Kenneth N. Stensby                                                   

                                                                            
/s/ Lee W. Wilson
--------------------------    Director                    March 31, 1997
    Lee W. Wilson   

<PAGE>

                         EXHIBIT INDEX



    4.1+     -    Amended and Restated Employee and Director 
                  Incentive Stock Plan

    4.2**    -    Specimen Share Certificate (incorporated by
                  reference to the Company's Registration Statement on
                  Form S-1, File No. 2-85321)

    5*       -    Opinion of Ballard Spahr Andrews & Ingersoll

   23.1*     -    Consent of Arthur Andersen LLP

   23.2*     -    Consent of Ballard Spahr Andrews & Ingersoll
                  (included in its opinion filed as Exhibit 5 hereto)

   24.1*     -    Power of Attorney (see signature pages hereto)

----------------------
  *   Filed Herewith
  **  Filed with the Company's Registration Statement No. 333-02322
      and incorporated herein by reference
  +   Filed with the Company's Form 10-K for the year ended December 31, 1996,
      file no. 1-14166
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21940}]
{"company-data": {"conformed-name": "MERIDIAN INDUSTRIAL TRUST INC", "cik": "0000946637", "assigned-sic": "6798", "irs-number": "943224765", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24583", "film-number": "97575086"}, "business-address": {"street1": "455 MARKET ST", "street2": "17TH FL", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "4152813900"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997
                                                Registration No. 333-
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

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

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

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

                       MERIDIAN INDUSTRIAL TRUST, INC.
           (Exact name of registrant as specified in its charter)

                Maryland                               94-3224765
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)
                                                     

                         455 MARKET STREET, 17TH FLOOR
                       SAN FRANCISCO, CALIFORNIA  94014
                               (415) 281-3900
          (Address of principal executive offices, including zip code)

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

                        AMENDED AND RESTATED EMPLOYEE
                      AND DIRECTOR INCENTIVE STOCK PLAN

                         (Full title of the plans)

                             ALLEN J. ANDERSON
                   CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                      MERIDIAN INDUSTRIAL TRUST, INC.
                       455 MARKET STREET, 17TH FLOOR
                      SAN FRANCISCO, CALIFORNIA  94014
                              (415) 281-3900
          (Name, address and telephone number of agent for service)

                                 copy to:

                             MICHAEL D. WORTLEY
                            HAROLD J. HERMAN II
                           VINSON & ELKINS L.L.P.
                         3700 TRAMMELL CROW CENTER
                              2001 ROSS AVENUE
                         DALLAS, TEXAS 75201-2975
                              (214) 220-7700

                      CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------
   TITLE OF                                         PROPOSED MAXIMUM   PROPOSED MAXIMUM 
SECURITIES TO BE                   AMOUNT TO BE      OFFERING PRICE        AGGREGATE       AMOUNT OF
  REGISTERED                        REGISTERED         PER SHARE*      OFFERING PRICE*   REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
Common Shares, $.001 par value    1,000,000 shares      $22.1875           $22,187,500        $6,724 
---------------------------------------------------------------------------------------------------------
*  Estimated solely for purposes of calculating the registration fee in 
      accordance with  Rule  457(h) under the Securities Act of 1933, as 
      amended, and based on the average of the high and low prices of the 
      Common Stock reported on the New York Stock Exchange on April 2, 1997.

------------------------------------------------------------------------------
------------------------------------------------------------------------------
PART II
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents have been filed with the Securities
and Exchange Commission (the "Commission") by Meridian Industrial
Trust,  Inc.,  a  Maryland corporation (the "Company"),  and  are
incorporated herein by reference and made a part hereof:

     (a)   The Company's Annual Report on Form 10-K for the fiscal
           year ended December 31, 1996;

     (b)   The  description of  the Common Stock contained  in  the
           Company's  Form 8-A,   filed  on  January 4,  1996,  for
           registration  of  the Common  Stock  pursuant to Section
           12(b) of  the  Exchange  Act,  including  any  amendment
           or  report  filed  for  the  purpose  of  updating  such
           description;

          All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), subsequent to the effective date hereof and
prior  to  the filing of a post-effective amendment  hereto  that
indicates  that all securities offered hereby have been  sold  or
that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part
hereof  from the date of filing of such documents.  Any statement
contained herein or in any document incorporated or deemed to  be
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  such statement so modified or superseded  shall
not   be  deemed  to  constitute  a  part  of  this  Registration
Statement, except as so modified or superseded.

     ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The  Maryland  General  Corporation  Law  (the  "MGCL")
permits  a Maryland  corporation  to  include in  its  charter  a
provision limiting the  liability of its directors  and  officers
to the corporation and its stockholders for money damages  except
for  liability  resulting  from (i) actual receipt of an improper
benefit or profit in money,  property or services or (ii)  active
and  deliberate  dishonesty  established  by  a final judgment as
being  material  to  the cause of action. The  Company's  Charter
(the "Charter") contains  such  a provision which eliminates such
liabilities to the maximum extent permitted by Maryland law.

           The  MGCL  requires a corporation (unless its  charter
provides  otherwise, which the Charter does not) to  indemnify  a
director  or  officer who has been successful, on the  merits  or
otherwise, in the defense of any proceeding to which he is made a
party  by  reason  of  his service in that  capacity.   The  MGCL
permits  a  corporation  to  indemnify  its  present  and  former
directors   and   officers,  among  others,  against   judgments,
penalties,  fines,  settlements and reasonable expenses  actually
incurred by them in connection with any proceeding to which  they
may  be made a party by reason of their service in those or other
capacities unless it is established that (i) the act or  omission
of the director or officer was material to the matter giving rise
to  the  proceeding and (a) was committed in bad faith or (b) was
the result of active and deliberate dishonesty, (ii) the director
or  officer  actually  received  an  improper personal benefit in
money,  property  or services or (iii) in the case of  a criminal
proceeding,  the  director  or  officer  had  reasonable cause to
believe that the act or omission was unlawful. However, under the
MGCL, a Maryland  corporation  may  not  indemnify for an adverse
judgment  in  a  suit  by or in the right of the corporation.  In
addition,  the  MGCL  requires  the  Company,  as  a condition to
advancing  expenses,  to  obtain (i) a written affirmation by the
director or officer of his good faith belief 

                                  2
that he   has   met   the   standard  of  conduct  necessary  for 
indemnification by the Company as  authorized  by  the  Company's 
bylaws  and (ii) a written statement by or on his behalf to repay
the amount  paid  or  reimbursed  by  the  Company  if  it  shall
ultimately  be  determined that the standard of conduct  was  not
met.

          The Charter obligates the Company to the maximum extent
permitted  by  Maryland law to indemnify and to pay or  reimburse
reasonable  expenses  in  advance  of  final  disposition  of   a
proceeding  to (i) any present or former director or  officer  or
(ii)  any individual who, while a director of the Company and  at
the  request of the Company, serves or has served as a  director,
officer,  partner or trustee of another corporation, partnership,
joint  venture, trust,  employee benefit plan or other enterprise
from  and against  any  claim  or liability which such person may
become subject or which such person may incur by reason of his or
her  status  as  a  current  or former director or officer of the
Company. The  Charter  also permits the Company to indemnify  and
advance  expenses  to  any person who served a predecessor of the
Company  in  any  of  the  capacities  described above and to any
employee or agent of the Company or a predecessor of the Company.

          The Company has entered into indemnification agreements
with  each  of  its officers and directors.  The  indemnification
agreements  require,  among  other  matters,  that  the   Company
indemnify  its  executive officers and directors to  the  fullest
extent  permitted by law and advance to the officers all  related
expenses,   subject  to  reimbursement,  if  it  is  subsequently
determined  that indemnification is not permitted.   Under  these
agreements,  the  Company  must also indemnify  and  advance  all
expenses incurred by executive officers and directors seeking  to
enforce their rights under the indemnification agreements and may
cover  executive  officers  and  directors  under  the  Company's
directors'  and  officers'  liability  insurance.   Although  the
indemnification agreement offers substantially the same scope  of
coverage  afforded  by  law,  it provides  greater  assurance  to
directors  and  executive  officers  that indemnification will be
available,  because,  as  a  contract,   it  cannot  be  modified
unilaterally  in  the  future  by  the Board of Directors of  the
Company or its stockholders to eliminate the  rights it provides.

          It is the  position of the SEC that indemnification  of
directors and officers for liability under the Securities Act  is
against public policy and unenforceable pursuant to Section 14 of
the Securities Act.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

     ITEM 8.   EXHIBITS.

           Unless otherwise indicated below as being incorporated
by   reference  to  another  filing  of  the  Company  with   the
Commission, each of the following exhibits is filed herewith:

       4.1+     -   Amended and Restated Employee and Director Incentive 
                    Stock Plan

       4.2**    -   Specimen Share Certificate

       5*       -   Opinion of Ballard Spahr Andrews & Ingersoll

      23.1*     -   Consent of Arthur Andersen LLP

      23.2*     -   Consent of Ballard Spahr Andrews & Ingersoll
                    (included in its opinion filed as Exhibit 5 hereto)

      24.1*     -   Power of Attorney (see signature pages hereto)

--------------------
  *  Filed Herewith
  ** Filed with the Company's Registration Statement No. 333-02322
     and incorporated herein by reference
  +  Filed with the Company's Form 10-K for the year ended December 31, 1996,
     file no. 1-14166
                                        3
ITEM 9. UNDERTAKINGS.

     The Company hereby undertakes:

                (1)   To  file, during any period in which  offers  or
     sales  are  being  made,  a  post-effective  amendment  to   this
     Registration Statement:

                    (i)  to include any prospectus required by section
     10(a)(3) of the Securities Act;
     
                    (ii)  to  reflect  in the prospectus any facts  or
     events  arising  after  the effective date  of  the  Registration
     Statement  (or the most recent post-effective amendment  thereof)
     which,  individually or in the aggregate, represent a fundamental
     change   in   the  information  set  forth  in  the  Registration
     Statement.   Notwithstanding  the  foregoing,  any  increase   or
     decrease  in  volume of securities offered (if the  total  dollar
     value  of  securities  offered would not exceed  that  which  was
     registered)  and any deviation from the low or high  end  of  the
     estimated maximum offering range may be reflected in the form  of
     prospectus  filed  with  the  Commission pursuant to Rule  424(b)
     (Section 230.424(b) of this chapter) if, in  the  aggregate,  the
     changes in volume and price represent no more than a  20%  change
     in  the  maximum  aggregate  offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"    table  in  the  effective 
     registration  statement; and

                    (iii)     to include any material information with
     respect  to the plan of distribution not previously disclosed  in
     the  Registration  Statement  or  any  material  change  to  such
     information in the Registration Statement;

     PROVIDED,  HOWEVER,  that  paragraphs (1)(i)  and (1)(ii)  do not
     apply if the registration statement is on Form S-3 (Section 239.13
     of this  chapter)  or Form S-8 (Section 239.16b of this chapter),
     and  the information required to be included  in a post-effective
     amendment by those paragraphs is  contained  in  periodic reports
     filed by the registrant  pursuant  to section 13 or section 15(d)
     of the Securities  Exchange  Act  of 1934  that are  incorporated
     by reference in the registration statement.

                 (2)   That,  for  the  purposes  of  determining  any
     liability  under  the  Securities Act, each  such  post-effective
     amendment  shall  be  deemed to be a new  registration  statement
     relating  to the securities offered therein, and the offering  of
     such  securities at that time shall be deemed to be  the  initial
     bona fide offering thereof.

                (3)   To remove from registration by means of a  post-
     effective amendment any of the securities being registered  which
     remain unsold at the termination of the offering.

                (4)   That, for purposes of determining any  liability
     under  the  Securities Act, each filing of the  Company's  annual
     report pursuant to section 13(a) or section 15(d) of the Exchange
     Act  (and,  where applicable, each filing on an employee  benefit
     plan's  annual report pursuant to Section 15(d) of  the  Exchange
     Act)that   is  incorporated  by  reference  in  the  Registration
     Statement  shall  be  deemed to be a new  registration  statement
     relating  to the securities offered therein, and the offering  of
     such  securities at that time shall be deemed to be  the  initial
     bona fide offering thereof.
     
               (5)  Insofar as indemnification for liabilities arising
     under  the Securities Act may be permitted to directors, officers
     and  controlling persons of the Company pursuant to the foregoing
     provisions,  or otherwise, the Company has been advised  that  in
     the  opinion  of the Commission such indemnification  is  against
     public  policy  as  expressed  in  the  Securities  Act  and  is,
     therefore,  unenforceable.   In  the  event  that  a  claim   for
     indemnification against such liabilities (other than the  payment
     by  the  Company  of  expenses incurred or paid  by  a  director,
     officer  or  controlling person of the Company in the  successful
     defense  of any action, suit or proceeding) is asserted  by  such
     director,  officer or controlling person in connection  with  the
     securities  being  registered, the Company will,  unless  in  the
     opinion of its counsel the matter has been settled by controlling
     precedent,  submit  to  a court of appropriate  jurisdiction  the
     question  whether  such indemnification by it is  against  public
     policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
     
                                    4
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933,
as amended, the Company 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  San Francisco, State of California,
on the 31st day  of  March, 1997.

                                MERIDIAN INDUSTRIAL TRUST, INC.

                                By:  /s/ Allen J. Anderson
                                    -------------------------------
                                     Allen J. Anderson, Chairman
                                     and Chief Executive Officer

     We,  the   undersigned  officers  and  directors  of  Meridian
Industrial Trust, Inc. hereby severally constitute Milton K. Reeder
and Allen J. Anderson, and  each  of  them  singly,  our  true  and 
lawful attorneys with full  power to them, and each of them singly,
to sign for us and in our names in the  capacities indicated below,
the Registration Statement filed herewith and any and all amendments
to said  Registration Statement, and generally to do all such things
in our  names  and in  our  capacities  as officers and directors to 
enable   Meridian   Industrial  Trust,  Inc.  to  comply   with  the  
provisions  of the Securities  Act  of 1933, and all requirements of
the  Securities  and  Exchange  Commission, hereby   ratifying   and  
confirming our signatures as they may be signed by our mid attorneys,
or any  of  them,  to  said  Registration   Statement   and  any  all  
amendments thereto.

     Pursuant  to the   requirements of  the  Securities Act of 1933, 
this registration statement  has been signed by the following persons
in the capacities and on the dates indicated.

      SIGNATURE                    CAPACITY                  DATE
      ---------                    --------                  ----

/s/ Allen J. Anderson
--------------------------    Chairman and Chief         March 31, 1997
    Allen J. Anderson         Executive Officer           
                              (Principal Executive
                              Officer)

/s/ Milton K. Reeder
--------------------------    President (Principal       March 31, 1997
    Milton K. Reeder          Financial Officer
                                                                            
/s/ Jaime Suarez
--------------------------    Treasurer and Controller   March 31, 1997
    Jaime Suarez              (Controller and
                              Principal Accounting
                              Officer)
                                                                            
/s/ C.E. "Doc" Cornutt
--------------------------    Director                   March 31, 1997 
    C.E. "Doc" Cornutt                                                  

/s/ T. Patrick Duncan
--------------------------    Director                   March 31, 1997
    T. Patrick Duncan
SIGNATURE                    CAPACITY                  DATE
      ---------                    --------                  ----

/s/ Peter O. Hanson
--------------------------    Director                   March 31, 1997
    Peter O. Hanson                                                     

                                                                            
/s/ John S. Moody
--------------------------    Director                   March 31, 1997
    John S. Moody                                                      

                                                                            
/s/ James M. Pollak
--------------------------    Director                   March 31, 1997
    James M. Pollak                                
                                                                            
/s/ Kenneth N. Stensby
--------------------------    Director                   March 31, 1997
    Kenneth N. Stensby                                                   

                                                                            
/s/ Lee W. Wilson
--------------------------    Director                    March 31, 1997
    Lee W. Wilson
EXHIBIT INDEX

    4.1+     -    Amended and Restated Employee and Director 
                  Incentive Stock Plan

    4.2**    -    Specimen Share Certificate (incorporated by
                  reference to the Company's Registration Statement on
                  Form S-1, File No. 2-85321)

    5*       -    Opinion of Ballard Spahr Andrews & Ingersoll

   23.1*     -    Consent of Arthur Andersen LLP

   23.2*     -    Consent of Ballard Spahr Andrews & Ingersoll
                  (included in its opinion filed as Exhibit 5 hereto)

   24.1*     -    Power of Attorney (see signature pages hereto)

----------------------
  *   Filed Herewith
  **  Filed with the Company's Registration Statement No. 333-02322
      and incorporated herein by reference
  +   Filed with the Company's Form 10-K for the year ended December 31, 1996,
      file no. 1-14166