<PAGE>

  As filed with the Securities and Exchange Commission on February 17, 2000
                                             Registration No. 333 - ___________

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ___________
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------
                              BRE PROPERTIES, INC.
             (Exact Name of Registrant as Specified on Its Charter)

           Maryland                                           94-1722214
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation           (I.R.S. Employer
or Organization)                                        Identification No.)

                       44 Montgomery Street, Suite 3600
                         San Francisco, CA  94104-4809
             (Address of Principal Executive Offices and Zip Code)

                                  ___________
                         1999 BRE Stock Incentive Plan
                             (Full title of plans)

                               LeRoy E. Carlson
                             BRE Properties, Inc.
                       44 Montgomery Street, Suite 3600
                         San Francisco, CA  94104-4809
                                (415) 445-6530
                   (Name and Address, and Telephone Number,
                  Including Area Code, of Agent For Service)
                                  ___________
                                   Copy to:
                            Michael Gettelman, Esq.
                              Maria Pizzoli, Esq.
                          Farella Braun & Martel LLP
                             235 Montgomery Street
                         San Francisco, CA  94104-3159

                        Calculation of Registration Fee

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Title of securities to be         Amount to be          Proposed                Proposed maximum         Amount of
registered                        registered/1/         maximum offering        aggregate offering       registration fee
                                                        price per share/2/      price

------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>                     <C>                      <C>
Common Stock, $.01
par value, issuable
pursuant to the 1999
BRE Stock Incentive
Plan                              2,000,000 shares            $22.21875              $44,437,500            $12,354
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.

/2/ Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
solely for the purpose of determining the registration fee, on the basis of the
closing price of a share of Common Stock as reported on the New York Stock
Exchange on February 14, 2000. In accordance with the subject plan, the actual
issuance price will be equal to the fair market value of the shares on the date
options are granted under the plan.
<PAGE>

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.   Plan Information.

BRE Properties, Inc., a Maryland corporation (the "Company" or "Registrant"),
will send or give the documents containing the information specified in this
Item 1 to employees, officers and directors or others as specified by Rule
428(b)(1).

Item 2.   Registrant Information and Employee Plan Annual Information.

The Company will send or give the documents containing the information specified
in this Item 2 to employees, officers, directors or others as specified by Rule
428(b)(1).  In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, the
Company is not filing such documents with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Company hereby incorporates by reference in this Registration Statement
the following documents:

     a.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998;

     b.   All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act") since December
          31, 1998; and

     c.   The description of the Company's capital stock contained in Item 5 of
          the Company's Report on Form 8-K dated March 15, 1996.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are hereby deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents.

                                       2
<PAGE>

Item 4.   Description of Securities

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel

          Not Applicable.

Item 6.   Indemnification of Directors and Officers

          As authorized by Section 2-418 of the General Corporation Law of the
State of Maryland (the "Maryland Corporation Law"), Article VI of the Company's
Bylaws provides that the Company shall indemnify any officer or director who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit, proceeding or investigation, whether civil, criminal or
administrative, and whether external or internal to the Company (other than an
action brought by or in the right of the Company) by reason of the fact that he
or she is or was an officer or director, against all expenses, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) actually and reasonably
incurred by the officer or director in connection with such action, suit,
proceeding or investigation, or any appeal therein.  However, there will be no
such indemnification if it is established by adjudication that (i) the act or
omission of the director 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 officer or director actually received an
improper personal benefit in money, property or services; or (iii) with respect
to any criminal action or proceeding, the officer or director had no reasonable
cause to believe that his or her conduct was unlawful.  Notwithstanding the
foregoing, an officer or director may receive indemnification where a court of
appropriate jurisdiction determines that such person is fairly and reasonably
entitled to indemnity for any expense, liability or loss which the court shall
deem proper; provided, however, that no indemnification for any liability or
loss (other than expenses) shall in any event be made to the extent that such
person has been adjudged to have actually received an improper personal benefit.
Article VI of the Articles provides that, to the fullest extent permitted by
law, no director or officer of the Company shall be personally liable to the
Company, any subsidiary thereof or any of its shareholders for money damages.

          In addition, Article VI of the Company's Bylaws also provides that the
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed judicial action or suit
brought by or in the right of the Company to procure a judgment in its favor by
reason of the fact that such person is or was an officer or director, against
expenses (including attorneys' fees) and amounts paid in settlement actually and
reasonably incurred by such person in connection with the defense, settlement or
appeal of such action or suit, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the extent that a court
of appropriate jurisdiction shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances

                                       3
<PAGE>

of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

     The Company maintains a directors' and officers' insurance policy which
insures the directors and officers of the Company from claims arising out of an
alleged wrongful act by such persons in their respective capacities as directors
and officers of the Company, subject to certain exceptions.

     The Company has entered into indemnification agreements with its directors
and officers.

     Article VI of the Articles of Incorporation of the Company provides that,
to the fullest extent permitted by law, directors and officers of the Company
will not be liable for monetary damages to the Company or its stockholders for
breaches of their fiduciary duties.

Item 7.   Exemption from Registration Claimed

          Not Applicable.

Item 8.   Exhibits.

          4.1  Articles of Incorporation of the Company/1/

          4.2  Bylaws of the Company/2/

          5    Opinion of Farella Braun & Martel LLP regarding the legality of
               the securities being registered

         23.1  Consent of Independent Auditors

         23.2  Consent of Farella Braun & Martel LLP (please see Exhibit 5)

         24    Power of attorney (please see signature page hereto)


________________________
/1/ Incorporated by reference to Exhibit 3.1 to the Company's Current Report on
Form 8-K, filed on April 1, 1996.

/2/ Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K, filed on March 17, 1999.

                                       4
<PAGE>

Item 9.   Undertakings.

     The undersigned registrant 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 of 1933, as amended (the "Securities Act");

          (ii)  To reflect in the prospectus any facts or events arising
     after the effective date of this Registration Statement (or the most recent
     post-effective amendment hereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     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 and of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement.

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

     provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

     (2)  That, for the purpose 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 herein, 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.

     The undersigned Registrant hereby undertakes 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 of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in to this Registration Statement shall be deemed to

                                       5
<PAGE>

be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          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.

                                       6
<PAGE>

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frank C. McDowell and LeRoy E. Carlson, and each
of them, to act as  his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all post-effective amendments
to this Registration Statement and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or his substitute or substitutes, or all may
lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 14th day
of February, 2000.

                                   BRE PROPERTIES, INC.

                              By  /s/ Frank C. McDowell
                                  ----------------------------------------
                                  Frank C. McDowell
                                  President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated on the 14th day of February, 2000.


<TABLE>
<CAPTION>
              Signature                                        Title
              ---------                                        -----
<S>                                     <C>

        /s/ Frank C. McDowell             President, Chief Executive Officer and Director
--------------------------------------             (Principal Executive Officer)
       Frank C. McDowell

     /s/ LeRoy E. Carlson                Executive Vice President, Chief Financial Officer
--------------------------------------    and Secretary (Principal Financial Officer and
        LeRoy E. Carlson                           Principal Accounting Officer)
</TABLE>

                                       7
<PAGE>

<TABLE>
<S>                                               <C>
        /s/ John McMahan                          Director, Chairman of the Board
--------------------------------------
           John McMahan

     /s/ William E. Borsari                                  Director
--------------------------------------
       William E. Borsari

     /s/ Robert A Fiddaman                                   Director
--------------------------------------
       Robert A. Fiddaman

     /s/ L. Michael Foley                                    Director
--------------------------------------
       L. Michael Foley

     /s/  Roger P. Kuppinger                                 Director
--------------------------------------
       Roger P. Kuppinger

     /s/ Edward E. Mace                                      Director
--------------------------------------
       Edward E. Mace

     /s/ Gregary M. Simon                                    Director
--------------------------------------
       Gregory M. Simon

     /s/ Arthur G. von Thaden                                Director
--------------------------------------
       Arthur G. von Thaden
</TABLE>

                                      8
<PAGE>

                                 Exhibit Index


Exhibit No.                                  Description
-----------                                  -----------

     5                         Opinion of Farella Braun & Martel LLP

     23.1                      Consent of Independent Auditors
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19386}]
{"company-data": {"conformed-name": "BRE PROPERTIES INC /MD/", "cik": "0001011174", "assigned-sic": "6798", "irs-number": "941722214", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30646", "film-number": "548801"}, "business-address": {"street1": "44 MONTGOMERY ST", "street2": "STE 3600", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104-5525", "phone": "4154456530"}, "mail-address": {"street1": "ONE MONTGOMERY STREET", "street2": "SUITE 2500 TELESIS TOWER", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104-5525"}, "former-company": {"former-conformed-name": "BRE MARYLAND INC", "date-changed": "19960402"}}
As filed with the Securities and Exchange Commission on February 17, 2000
                                             Registration No. 333 - ___________

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ___________
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------
                              BRE PROPERTIES, INC.
             (Exact Name of Registrant as Specified on Its Charter)

           Maryland                                           94-1722214
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation           (I.R.S. Employer
or Organization)                                        Identification No.)

                       44 Montgomery Street, Suite 3600
                         San Francisco, CA  94104-4809
             (Address of Principal Executive Offices and Zip Code)

                                  ___________
                         1999 BRE Stock Incentive Plan
                             (Full title of plans)

                               LeRoy E. Carlson
                             BRE Properties, Inc.
                       44 Montgomery Street, Suite 3600
                         San Francisco, CA  94104-4809
                                (415) 445-6530
                   (Name and Address, and Telephone Number,
                  Including Area Code, of Agent For Service)
                                  ___________
                                   Copy to:
                            Michael Gettelman, Esq.
                              Maria Pizzoli, Esq.
                          Farella Braun & Martel LLP
                             235 Montgomery Street
                         San Francisco, CA  94104-3159

                        Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------------------------
Title of securities to be         Amount to be          Proposed                Proposed maximum         Amount of
registered                        registered/1/         maximum offering        aggregate offering       registration fee
                                                        price per share/2/      price

------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value, issuable
pursuant to the 1999
BRE Stock Incentive
Plan                              2,000,000 shares            $22.21875              $44,437,500            $12,354
------------------------------------------------------------------------------------------------------------------------------
/1/ Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.

/2/ Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
solely for the purpose of determining the registration fee, on the basis of the
closing price of a share of Common Stock as reported on the New York Stock
Exchange on February 14, 2000. In accordance with the subject plan, the actual
issuance price will be equal to the fair market value of the shares on the date
options are granted under the plan.
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.   Plan Information.

BRE Properties, Inc., a Maryland corporation (the "Company" or "Registrant"),
will send or give the documents containing the information specified in this
Item 1 to employees, officers and directors or others as specified by Rule
428(b)(1).

Item 2.   Registrant Information and Employee Plan Annual Information.

The Company will send or give the documents containing the information specified
in this Item 2 to employees, officers, directors or others as specified by Rule
428(b)(1).  In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, the
Company is not filing such documents with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Company hereby incorporates by reference in this Registration Statement
the following documents:

     a.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998;

     b.   All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act") since December
          31, 1998; and

     c.   The description of the Company's capital stock contained in Item 5 of
          the Company's Report on Form 8-K dated March 15, 1996.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are hereby deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents.

                                       2
Item 4.   Description of Securities

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel

          Not Applicable.

Item 6.   Indemnification of Directors and Officers

          As authorized by Section 2-418 of the General Corporation Law of the
State of Maryland (the "Maryland Corporation Law"), Article VI of the Company's
Bylaws provides that the Company shall indemnify any officer or director who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit, proceeding or investigation, whether civil, criminal or
administrative, and whether external or internal to the Company (other than an
action brought by or in the right of the Company) by reason of the fact that he
or she is or was an officer or director, against all expenses, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) actually and reasonably
incurred by the officer or director in connection with such action, suit,
proceeding or investigation, or any appeal therein.  However, there will be no
such indemnification if it is established by adjudication that (i) the act or
omission of the director 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 officer or director actually received an
improper personal benefit in money, property or services; or (iii) with respect
to any criminal action or proceeding, the officer or director had no reasonable
cause to believe that his or her conduct was unlawful.  Notwithstanding the
foregoing, an officer or director may receive indemnification where a court of
appropriate jurisdiction determines that such person is fairly and reasonably
entitled to indemnity for any expense, liability or loss which the court shall
deem proper; provided, however, that no indemnification for any liability or
loss (other than expenses) shall in any event be made to the extent that such
person has been adjudged to have actually received an improper personal benefit.
Article VI of the Articles provides that, to the fullest extent permitted by
law, no director or officer of the Company shall be personally liable to the
Company, any subsidiary thereof or any of its shareholders for money damages.

          In addition, Article VI of the Company's Bylaws also provides that the
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed judicial action or suit
brought by or in the right of the Company to procure a judgment in its favor by
reason of the fact that such person is or was an officer or director, against
expenses (including attorneys' fees) and amounts paid in settlement actually and
reasonably incurred by such person in connection with the defense, settlement or
appeal of such action or suit, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the extent that a court
of appropriate jurisdiction shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances

                                       3
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

     The Company maintains a directors' and officers' insurance policy which
insures the directors and officers of the Company from claims arising out of an
alleged wrongful act by such persons in their respective capacities as directors
and officers of the Company, subject to certain exceptions.

     The Company has entered into indemnification agreements with its directors
and officers.

     Article VI of the Articles of Incorporation of the Company provides that,
to the fullest extent permitted by law, directors and officers of the Company
will not be liable for monetary damages to the Company or its stockholders for
breaches of their fiduciary duties.

Item 7.   Exemption from Registration Claimed

          Not Applicable.

Item 8.   Exhibits.

          4.1  Articles of Incorporation of the Company/1/

          4.2  Bylaws of the Company/2/

          5    Opinion of Farella Braun & Martel LLP regarding the legality of
               the securities being registered

         23.1  Consent of Independent Auditors

         23.2  Consent of Farella Braun & Martel LLP (please see Exhibit 5)

         24    Power of attorney (please see signature page hereto)

________________________
/1/ Incorporated by reference to Exhibit 3.1 to the Company's Current Report on
Form 8-K, filed on April 1, 1996.

/2/ Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K, filed on March 17, 1999.

                                       4
Item 9.   Undertakings.

     The undersigned registrant 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 of 1933, as amended (the "Securities Act");

          (ii)  To reflect in the prospectus any facts or events arising
     after the effective date of this Registration Statement (or the most recent
     post-effective amendment hereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     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 and of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement.

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

     provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

     (2)  That, for the purpose 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 herein, 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.

     The undersigned Registrant hereby undertakes 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 of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in to this Registration Statement shall be deemed to

                                       5
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          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.

                                       6
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frank C. McDowell and LeRoy E. Carlson, and each
of them, to act as  his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all post-effective amendments
to this Registration Statement and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or his substitute or substitutes, or all may
lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 14th day
of February, 2000.

                                   BRE PROPERTIES, INC.

                              By  /s/ Frank C. McDowell
                                  ----------------------------------------
                                  Frank C. McDowell
                                  President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated on the 14th day of February, 2000.
Signature                                        Title
              ---------                                        -----
/s/ Frank C. McDowell             President, Chief Executive Officer and Director
--------------------------------------             (Principal Executive Officer)
       Frank C. McDowell

     /s/ LeRoy E. Carlson                Executive Vice President, Chief Financial Officer
--------------------------------------    and Secretary (Principal Financial Officer and
        LeRoy E. Carlson                           Principal Accounting Officer)
7
/s/ John McMahan                          Director, Chairman of the Board
--------------------------------------
           John McMahan

     /s/ William E. Borsari                                  Director
--------------------------------------
       William E. Borsari

     /s/ Robert A Fiddaman                                   Director
--------------------------------------
       Robert A. Fiddaman

     /s/ L. Michael Foley                                    Director
--------------------------------------
       L. Michael Foley

     /s/  Roger P. Kuppinger                                 Director
--------------------------------------
       Roger P. Kuppinger

     /s/ Edward E. Mace                                      Director
--------------------------------------
       Edward E. Mace

     /s/ Gregary M. Simon                                    Director
--------------------------------------
       Gregory M. Simon

     /s/ Arthur G. von Thaden                                Director
--------------------------------------
       Arthur G. von Thaden
8
Exhibit Index

Exhibit No.                                  Description
-----------                                  -----------

     5                         Opinion of Farella Braun & Martel LLP

     23.1                      Consent of Independent Auditors